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                                                                     EXHIBIT 4.2

                              TECH DATA CORPORATION

                                  $250,000,000
                 2% Convertible Subordinated Debentures due 2021

                             REGISTRATION AGREEMENT

                                                              New York, New York
                                                               December 10, 2001

Salomon Smith Barney Inc.
As Representative of the Initial Purchasers Named in
   Schedule I to the Purchase Agreement (as defined below)
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         Tech Data Corporation, a Florida corporation (the "Company"), proposes
to issue and sell (such issuance and sale, the "Initial Placement") to the
several parties named in Schedule I to the Purchase Agreement (the "Initial
Purchasers") for whom you (the "Representative") are acting as representative,
upon the terms set forth in a purchase agreement dated December 4, 2001 (the
"Purchase Agreement"), $250,000,000 aggregate principal amount (plus up to an
additional $50,000,000 aggregate principal amount to cover over-allotments, if
any) of its 2% Convertible Subordinated Debentures due 2021 (the "Securities").
The Securities will be convertible into shares of Common Stock (as defined
herein), at the conversion price set forth in the Offering Memorandum (as
defined herein), as the same may be adjusted from time to time pursuant to the
Indenture (as defined herein). As an inducement to you to enter into the
Purchase Agreement and in satisfaction of a condition to your obligations
thereunder, the Company agrees with you, (i) for your benefit and (ii) for the
benefit of the holders from time to time of the Securities and the Common Stock
issuable upon conversion of the Securities (including you), as follows:

         1.       Definitions. Capitalized terms used herein without definition
shall have the respective meanings set forth in the Purchase Agreement. As used
in this Agreement, the following capitalized terms shall have the following
meanings:

         "Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

         "Affiliate" of any specified person means any other person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the


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terms "controlling", "controlled by" and "under common control with"), as used
with respect to any person, shall mean the possession, directly or indirectly,
of the power either (a) to direct or cause the direction of the management or
policies of such person or (b) to vote 10% or more of the securities having
ordinary voting power for the election of director of such person, in the case
of each of (a) and (b), whether through the ownership of voting securities or by
agreement or otherwise.

         "Broker-Dealer" means any broker or dealer registered as such under the
Exchange Act.

         "Business Day" has the meaning set forth in the Indenture.

         "Closing Date" means December 10, 2001.

         "Common Stock" means the common stock, par value $0.0015 per share, of
the Company, as it exists on the date of this Agreement and any other shares of
capital stock or other securities of the Company into which such Common Stock
may be reclassified or changed, together with any and all other securities which
may from time to time be issuable upon conversion of Securities.

         "Damages Payment Date" means, with respect to the Securities or the
Common Stock issuable upon conversion thereof, as applicable, each Interest
Payment Date; and in the event that any Security, or portion thereof, is called
for redemption or surrendered for purchase by the Company and not withdrawn
pursuant to the Indenture, the relevant redemption date or purchase date, as the
case may be, shall also be a Damages Payment Date with respect to such Security,
or portion thereof, unless the Indenture provides that accrued and unpaid
interest on the Security (or portion thereof) to be redeemed or purchased, as
the case may be, is to be paid to the person who was the Record Holder thereof
on a record date prior to such redemption date or purchase date, as the case may
be, in which case the relevant Damages Payment Date shall be the date on which
interest is payable to such Record Holder.

         "Default Rate" means the rate of interest payable with respect to
overdue amounts on the Securities pursuant to Section 4.01 of the Indenture.

         "DTC" means The Depository Trust Company.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "Final Maturity Date" means December 15, 2021.

         "Holder" means a person who is a holder or beneficial owner (including
the Initial Purchasers) of any Securities or shares of Common Stock issued upon
conversion of Securities; provided that, unless otherwise expressly stated
herein, only registered holders of Securities or


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Common Stock issued on conversion thereof shall be counted for purposes of
calculating any proportion of holders entitled to take any action or give notice
pursuant to this Agreement.

         "Indenture" means the Indenture relating to the Securities dated as of
December 10, 2001, between the Company and the Trustee, as the same may be
amended from time to time in accordance with the terms thereof.

         "Initial Placement" has the meaning set forth in the preamble hereto.

         "Initial Purchasers" has the meaning set forth in the preamble hereto.

         "Interest Payment Date" shall mean June 15 and December 15.

         "Liquidated Damages" has the meaning set forth in Section 2(e) hereof.

         "Losses" has the meaning set forth in Section 5(d) hereof.

         "Majority Holders" means the Holders of a majority of the then
outstanding aggregate principal amount of Securities registered under a Shelf
Registration Statement; provided that Holders of Common Stock issued upon
conversion of Securities shall be deemed to be Holders of the aggregate
principal amount of Securities from which such Common Stock was converted; and
provided, further, that Securities or Common Stock which have been sold or
otherwise transferred pursuant to the Shelf Registration Statement shall not be
included in the calculation of Majority Holders.

         "Majority Underwriting Holders" means, with respect to any Underwritten
Offering, the Holders of a majority of the then outstanding aggregate principal
amount of Securities registered under any Shelf Registration Statement whose
Securities are or are to be included in such Underwritten Offering; provided
that Holders of Common Stock issued upon conversion of Securities shall be
deemed to be Holders of the aggregate principal amount of Securities from which
such Common Stock was converted.

         "Managing Underwriters" means the Underwriter or Underwriters that
shall administer an Underwritten Offering.

         "NASD" has the meaning set forth in Section 3(i) hereof.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "Notice Holder" shall mean, on any date, any Holder of Transfer
Restricted Securities that has delivered a completed and signed Notice and
Questionnaire to the Company on or prior to such date.


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         "Offering Memorandum" means the Final Memorandum as defined in the
Purchase Agreement.

         "Person" has the meaning set forth in the Indenture.

         "Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or Common Stock issuable upon
conversion thereof covered by such Shelf Registration Statement, and all
amendments and supplements to such prospectus, including all documents
incorporated or deemed to be incorporated by reference in such prospectus.

         "Purchase Agreement" has the meaning set forth in the preamble hereto.

         "Record Holder" means (i) with respect to any Damages Payment Date
which occurs on an Interest Payment Date, each person who is registered on the
books of the registrar as the holder of Securities at the close of business on
the record date with respect to such Interest Payment Date and (ii) with respect
to any Damages Payment Date relating to the Common Stock issued upon conversion
thereof, each person who is a holder of record of such Common Stock fifteen days
prior to the Damages Payment Date.

         "Registration Default" has the meaning set forth in Section 2(e)
hereof.

         "Representative" has the meaning set forth in the preamble hereto.

         "Rule 144" means Rule 144 (or any successor provision) under the Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities" has the meaning set forth in the preamble hereto.

         "Shelf Registration" means a registration effected pursuant to Section
2 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 2(c)
hereof.

         "Shelf Registration Statement" means a "shelf" registration statement
of the Company filed pursuant to the provisions of Section 2 hereof which covers
some or all of the Securities and the Common Stock issuable upon conversion
thereof, as applicable, on Form S-3 or on another appropriate form for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 under
the Act, or any similar rule that may be adopted by the SEC, and all amendments
and supplements to such registration statement, including post-effective


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amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all documents incorporated or deemed to be incorporated by
reference therein.

         "Suspension Period" has the meaning set forth in Section 2(d) hereof.

         "Transfer Restricted Securities" means each Security and each share of
Common Stock issuable or issued upon conversion thereof until the date on which
such Security or share of Common Stock, as the case may be, (i) has been
transferred pursuant to the Shelf Registration Statement or another registration
statement covering such Security or share of Common Stock which has been filed
with the SEC pursuant to the Act, in either case after such registration
statement has become effective and while such registration statement is
effective under the Act, (ii) has been transferred pursuant to Rule 144 under
the Act (or any similar provision then in force) or (iii) may be sold or
transferred pursuant to Rule 144(k) under the Act (or any successor provision
then in force).

         "Trustee" means the trustee with respect to the Securities under the
Indenture.

         "Underwriter" means any underwriter of the Securities or Common Stock
issuable upon conversion thereof in connection with an offering thereof under a
Shelf Registration Statement.

         "Underwritten Offering" means an offering in which the Securities or
Common Stock issued upon conversion thereof are sold to an Underwriter or with
the assistance of an Underwriter for reoffering to the public.

         All references in this Agreement to financial statements and schedules
and other information which is "contained", "included", or "stated" in the Shelf
Registration Statement, any preliminary Prospectus or Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Shelf Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all references in
this Agreement to amendments or supplements to the Shelf Registration Statement,
any preliminary Prospectus or Prospectus shall be deemed to mean and include any
document filed with the SEC under the Exchange Act, after the date of such Shelf
Registration Statement, preliminary Prospectus or Prospectus, as the case may
be, which is incorporated or deemed to be incorporated by reference therein.

         2.       Shelf Registration Statement.

         (a)      The Company shall prepare and file with the SEC within 90 days
following the Closing Date a Shelf Registration Statement with respect to
resales of the Transfer Restricted Securities by the Holders from time to time
in accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement and


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thereafter shall use its best efforts to cause such Shelf Registration Statement
to be declared effective under the Act within 180 days after the Closing Date;
provided that if any Securities are issued upon exercise of the over-allotment
option granted to the Initial Purchasers in the Purchase Agreement and the date
on which such Securities are issued occurs after the Closing Date, the Company
will take such steps, prior to the effective date of the Shelf Registration
Statement, to ensure that such Securities and Common Stock issuable upon
conversion thereof are included in the Shelf Registration Statement on the same
terms as the Securities issued on the Closing Date. The Company shall supplement
or amend the Shelf Registration Statement if required by the rules, regulations
or instructions applicable to the registration form used by the Company for the
Shelf Registration Statement, or by the Act, the Exchange Act or the SEC.

         (b)      (1) Not less than 30 calendar days prior to the effectiveness
of the Shelf Registration Statement, the Company shall mail the Notice and
Questionnaire to the Holders of Transfer Restricted Securities. The Company
shall take action to name each Holder that is a Notice Holder as of the date
that is 10 calendar days prior to the effectiveness of the Shelf Registration
Statement so that such Holder is named as a selling securityholder in the Shelf
Registration Statement at the time of its effectiveness and is permitted to
deliver the Prospectus forming a part thereof as of such time to purchasers of
such Holder's Transfer Restricted Securities in accordance with applicable law.
The Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in the Shelf Registration Statement.

         (2)      After the Shelf Registration Statement has become effective,
the Company shall, upon the request of any Holder of Transfer Restricted
Securities, promptly send a Notice and Questionnaire to such Holder. From and
after the date on which the Shelf Registration Statement has become effective,
the Company shall (i) as promptly as is practicable after the date a completed
and signed Notice and Questionnaire is delivered to the Company, and in any
event within five Business Days after such date, prepare and file with the SEC
(x) a supplement to the Prospectus or, if required by applicable law, a
post-effective amendment to the Shelf Registration Statement and (y) any other
document required by applicable law, so that the Holder delivering such Notice
and Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and is permitted to deliver the Prospectus to purchasers of such
Holder's Transfer Restricted Securities in accordance with applicable law, and
(ii) if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use its best efforts to cause such post-effective
amendment to become effective under the Act as promptly as is practicable;
provided, however, that if a Notice and Questionnaire is delivered to the
Company during a Suspension Period, the Company shall not be obligated to take
the actions set forth in clauses (i) and (ii) until the termination of such
Suspension Period.

         (c)      The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective under the Act in order to permit
the Prospectus forming a part thereof to be usable, subject to Section 2(d), by
all Notice Holders until the earliest of (i) the


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second anniversary of the Closing Date or, if later, the second anniversary of
the last date on which any Securities are issued upon exercise of the Initial
Purchasers' over-allotment option, (ii) the date on which all the Securities and
Common Stock issued or issuable upon conversion thereof may be sold by
non-affiliates ("affiliates" for such purpose having the meaning set forth in
Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor
provision) promulgated by the SEC under the Act and (iii) such date as of which
all the Securities and the Common Stock issued or issuable upon conversion
thereof have been sold pursuant to the Shelf Registration Statement (in any such
case, such period being called the "Shelf Registration Period"). The Company
will, (x) subject to Section 2(d), prepare and file with the SEC such amendments
and post-effective amendments to the Shelf Registration Statement as may be
necessary to keep the Shelf Registration Statement continuously effective for
the Shelf Registration Period, (y) subject to Section 2(d), cause the related
Prospectus to be supplemented by any required supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Act and (z) comply in all material respects with the provisions of the Act
with respect to the disposition of all securities covered by the Shelf
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such Shelf
Registration Statement as so amended or such Prospectus as so supplemented.

         (d)      The Company may suspend the use of the Prospectus for a period
not to exceed 30 days in any three-month period or for three periods not to
exceed an aggregate of 60 days in any 12-month period (the "Suspension Period")
for valid business reasons, to be determined by the Company in its sole
reasonable judgment (not including avoidance of the Company's obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets, public filings with the SEC, pending corporate developments and similar
events; provided that the Company promptly thereafter complies with the
requirements of Section 3(j) hereof, if applicable; provided, further, that the
existence of a Suspension Period will not prevent the occurrence of a
Registration Default or otherwise limit the obligation of the Company to pay
Liquidated Damages.

         (e)      If (i) the Shelf Registration Statement is not filed with the
SEC on or prior to 90 days after the Closing Date, (ii) the Shelf Registration
Statement has not been declared effective by the SEC within 180 days after the
Closing Date, or (iii) the Shelf Registration Statement is filed and declared
effective but shall thereafter cease to be effective (without being succeeded
immediately by a replacement shelf registration statement filed and declared
effective) or usable (including as a result of a Suspension Period) for the
offer and sale of Transfer Restricted Securities for a period of time (including
any Suspension Period) which shall exceed 60 days in the aggregate in any
12-month period during the period beginning on the Closing Date and ending on
the second anniversary of the Closing Date or, if later, the second anniversary
of the last date on which any Securities are issued upon exercise of the Initial
Purchasers' over-allotment option (each such event referred to in clauses (i)
through (iii), a "Registration Default"), the Company will pay liquidated
damages ("Liquidated Damages") to each Holder of


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Transfer Restricted Securities who has complied with such Holder's obligations
under this Agreement. The amount of Liquidated Damages payable during any period
in which a Registration Default has occurred and is continuing is the amount
which is equal to one-quarter of one percent (25 basis points) per annum per
$1,000 principal amount of Securities and $2.50 per annum per 16.7997 shares of
Common Stock (subject to adjustment in the event of a stock split, stock
recombination, stock dividend and the like) constituting Transfer Restricted
Securities for the first 90 days during which a Registration Default has
occurred and is continuing and one-half of one percent (50 basis points) per
annum per $1,000 principal amount of Securities and $5.00 per annum per 16.7997
shares of Common Stock (subject to adjustment as set forth above) constituting
Transfer Restricted Securities for any additional days during which a
Registration Default has occurred and is continuing (in each case subject to
further adjustment from time to time in the event of a stock split, stock
recombination, stock dividend and the like), it being understood that all
calculations pursuant to this and the preceding sentence shall be carried out to
five decimals. Following the cure of all Registration Defaults, Liquidated
Damages will cease to accrue with respect to such Registration Default.
Liquidated Damages shall cease to accrue in respect of any Transfer Restricted
Security when it shall cease to be such. All accrued Liquidated Damages shall be
paid by wire transfer of immediately available funds or by federal funds check
by the Company on each Damages Payment Date, and Liquidated Damages will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. In
the event that any Liquidated Damages are not paid when due, then to the extent
permitted by law, such overdue Liquidated Damages, if any, shall bear interest
until paid at the Default Rate, compounded semi-annually. The parties hereto
agree that the Liquidated Damages provided for in this Section 2(e) constitute a
reasonable estimate of the damages that may be incurred by Holders by reason of
a Registration Default.

         (f)      All of the Company's obligations (including, without
limitation, the obligation to pay Liquidated Damages) set forth in the preceding
paragraph which are outstanding or exist with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.

         (g)      Immediately upon the occurrence or the termination of a
Registration Default, the Company shall give the Trustee, in the case of notice
with respect to the Securities, and the transfer and paying agent for the Common
Stock, in the case of notice with respect to Common Stock issued or issuable
upon conversion thereof, notice of such commencement or termination, of the
obligation to pay Liquidated Damages with regard to the Securities and Common
Stock and the amount thereof and of the event giving rise to such commencement
or termination (such notice to be contained in an Officers' Certificate (as such
term is defined in the Indenture)), and prior to receipt of such Officers'
Certificate the Trustee and such transfer and paying agent shall be entitled to
assume that no such commencement or termination has occurred, as the case may
be.


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         (h)      All Securities which are redeemed, purchased or otherwise
acquired by the Company or any of its subsidiaries or affiliates (as defined in
Rule 144 (or any successor provision) under the Act) prior to the Final Maturity
Date shall be delivered to the Trustee for cancellation and the Company may not
hold or resell such Securities or issue any new Securities to replace any such
Securities or any Securities that any Holder has converted pursuant to the
Indenture. All shares of Common Stock issued upon conversion of the Securities
which are repurchased or otherwise acquired by the Company or any of its
subsidiaries or affiliates (as defined in Rule 144 (or any successor provision)
under the Act) at any time while such shares are "restricted securities" within
the meaning of Rule 144 shall not be resold or otherwise transferred except
pursuant to a registration statement which has been declared effective under the
Act.

         3.       Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

         (a)      The Company shall (i) furnish to the Representative, prior to
the filing thereof with the SEC, a copy of any Shelf Registration Statement, and
each amendment thereof, and a copy of any Prospectus, and each amendment or
supplement thereto (excluding amendments caused by the filing of a report under
the Exchange Act), and shall use its best efforts to reflect in each such
document, when so filed with the SEC, such comments as the Representative
reasonably may promptly propose; and (ii) include information regarding the
Notice Holders and the methods of distribution they have elected for their
Transfer Restricted Securities provided to the Company in Notice and
Questionnaires as necessary to permit such distribution by the methods specified
therein.

         (b)      Subject to Section 2(d), the Company shall ensure that (i) any
Shelf Registration Statement and any amendment thereto and any Prospectus
forming a part thereof and any amendment or supplement thereto comply in all
material respects with the Act and the rules and regulations thereunder, (ii)
any Shelf Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any Prospectus forming a part of any
Shelf Registration Statement, and any amendment or supplement to such
Prospectus, does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided
that the Company makes no representation with respect to information with
respect to any Underwriter or any Holder required to be included in any Shelf
Registration Statement or Prospectus pursuant to the Act or the rules and
regulations thereunder and which information is included therein in reliance
upon and in conformity with information furnished to the Company in writing by
such Underwriter or Holder.

         (c)      The Company, as promptly as practicable, shall advise the
Representative and each Notice Holder and, if requested by you or any such
Holder, confirm such advice in writing:


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                  (i)      when a Shelf Registration Statement and any amendment
         thereto has been filed with the SEC and when the Shelf Registration
         Statement or any post-effective amendment thereto has become effective;

                  (ii)     of any request by the SEC following effectiveness of
         the Shelf Registration Statement for amendments or supplements to the
         Shelf Registration Statement or the Prospectus or for additional
         information (other than any such request relating to a review of the
         Company's Exchange Act filings);

                  (iii)    of the determination by the Company that a
         post-effective amendment to the Shelf Registration Statement would be
         appropriate;

                  (iv)     of the commencement or termination of (but not the
         nature of or details concerning) any Suspension Period;

                  (v)      of the issuance by the SEC of any stop order
         suspending the effectiveness of the Shelf Registration Statement or the
         initiation of any proceedings for that purpose;

                  (vi)     of the receipt by the Company of any notification
         with respect to the suspension of the qualification of the Transfer
         Restricted Securities included in any Shelf Registration Statement for
         sale in any jurisdiction or the initiation or threat of any proceeding
         for such purpose;

                  (vii)    of the happening of (but not the nature of or details
         concerning) any event that requires the making of any changes in the
         Shelf Registration Statement or the Prospectus so that, as of such
         date, the statements therein are not misleading and the Shelf
         Registration Statement or the Prospectus, as the case may be, does not
         include an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in light of the
         circumstances under which they were made) not misleading; and

                  (viii)   of the Company's suspension of the use of the
         Prospectus as a result of any of the events or circumstances described
         in paragraphs (ii) through (vii) above, and of the termination of any
         such suspension.

         (d)      The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Shelf Registration
Statement or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Transfer Restricted Securities for offer or
sale in any jurisdiction at the earliest possible time.

         (e)      The Company shall promptly furnish to each Notice Holder, upon
request, without charge, at least one copy of any Shelf Registration Statement
and any post-effective


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amendment thereto, including all exhibits (including those incorporated by
reference), financial statements and schedules.

         (f)      The Company shall, during the Shelf Registration Period,
promptly deliver to each Initial Purchaser, each Notice Holder and any sales or
placement agent or underwriters acting on their behalf, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) included in any
Shelf Registration Statement (excluding documents incorporated by reference),
and any amendment or supplement thereto, as such person may reasonably request;
and, except as provided in Sections 2(d) and 3(s) hereof, the Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders in connection with the offering and sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement
thereto.

         (g)      Prior to any offering of Transfer Restricted Securities
pursuant to any Shelf Registration Statement, the Company shall register or
qualify or cooperate with the Notice Holders and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Transfer Restricted Securities for offer
and sale, under the securities or blue sky laws of such jurisdictions within the
United States as any such Notice Holders reasonably request and shall maintain
such qualification in effect so long as required and do any and all other acts
or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Transfer Restricted Securities covered by such Shelf
Registration Statement; provided, however, that the Company will not be required
to (A) qualify generally to do business as a foreign corporation or as a dealer
in securities in any jurisdiction where it is not then so qualified or to (B)
take any action which would subject it to service of process or taxation in any
such jurisdiction where it is not then so subject.

         (h)      The Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted
Securities sold pursuant to any Shelf Registration Statement free of any
restrictive legends and in such denominations permitted by the Indenture and
registered in such names as Holders may request at least two Business Days prior
to settlement of sales of Transfer Restricted Securities pursuant to such Shelf
Registration Statement.

         (i)      Subject to the exceptions contained in (A) and (B) of Section
3(g) hereof, the Company shall use its best efforts to cause the Transfer
Restricted Securities covered by the applicable Shelf Registration Statement to
be registered with or approved by such other federal, state and local
governmental agencies or authorities, and self-regulatory organizations in the
United States as may be necessary to enable the Holders to consummate the
disposition of such Transfer Restricted Securities as contemplated by the Shelf
Registration Statement; without limitation to the foregoing, the Company shall
make all filings and provide all such information as may be required by the
National Association of Securities Dealers, Inc. (the "NASD") in connection with
the offering under the Shelf Registration Statement of the Transfer Restricted
Securities (including, without limitation, such as may be required by NASD Rule
2710 or 2720),


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and shall cooperate with each Holder in connection with any filings required to
be made with the NASD by such Holder in that regard.

         (j)      Upon the occurrence of any event described in Section
3(c)(vii) hereof, the Company shall promptly prepare and file with the SEC a
post-effective amendment to any Shelf Registration Statement or an amendment or
supplement to the related Prospectus or any document incorporated therein by
reference or file a document which is incorporated or deemed to be incorporated
by reference in such Shelf Registration Statement or Prospectus, as the case may
be, so that, as thereafter delivered to purchasers of the Transfer Restricted
Securities included therein, the Shelf Registration Statement and the
Prospectus, in each case as then amended or supplemented, will not include an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein (in
the case of the Prospectus in light of the circumstances under which they were
made) not misleading and, in the case of a post-effective amendment, use its
best efforts to cause it to become effective as promptly as practicable;
provided that the Company's obligations under this paragraph (j) shall be
suspended if the Company has suspended the use of the Prospectus in accordance
with Section 2(d) hereof and given notice of such suspension to Notice Holders,
it being understood that the Company's obligations under this Section 3(j) shall
be automatically reinstated at the end of such Suspension Period.

         (k)      The Company shall use its best efforts to provide, on or prior
to the first Business Day following the effective date of any Shelf Registration
Statement hereunder (i) a CUSIP number for the Transfer Restricted Securities
registered under such Shelf Registration Statement and (ii) global certificates
for such Transfer Restricted Securities to the Trustee, in a form eligible for
deposit with DTC.

         (l)      The Company shall use its best efforts to comply with all
applicable rules and regulations of the SEC and shall make generally available
to its security holders as soon as practicable but in any event not later than
50 days after the end of a 12-month period (or 105 days, if such period is a
fiscal year) after (i) the effective date of the applicable Shelf Registration
Statement, (ii) the effective date of each post-effective amendment to any Shelf
Registration Statement, and (iii) the date of each filing by the Company with
the SEC of an Annual Report on Form 10-K that is incorporated by reference or
deemed to be incorporated by reference in the Shelf Registration Statement, an
earnings statement satisfying the provisions of Section 11(a) of the Act and
Rule 158 promulgated by the SEC thereunder.

         (m)      The Company shall use its best efforts to cause the Indenture
to be qualified under the TIA (as defined in the Indenture) in a timely manner.

         (n)      The Company shall cause all Common Stock issued or issuable
upon conversion of the Securities to be listed on each securities exchange or
quotation system on which the Common Stock is then listed no later than the date
the applicable Shelf Registration Statement is declared effective and, in
connection therewith, to make such filings as may be


                                       12
<PAGE>

required under the Exchange Act and to have such filings declared effective as
and when required thereunder.

         (o)      The Company may require each Holder of Transfer Restricted
Securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Company such information regarding the Holder and the distribution of such
Transfer Restricted Securities sought by the Notice and Questionnaire and such
additional information as may, from time to time, be required by the Act and the
rules and regulations promulgated thereunder, and the obligations of the Company
to any Holder hereunder shall be expressly conditioned on the compliance of such
Holder with such request.

         (p)      The Company shall, if reasonably requested, use its best
efforts to promptly incorporate in a Prospectus supplement or post-effective
amendment to a Shelf Registration Statement (i) such information as the Majority
Holders provide or, if Transfer Restricted Securities are being sold in an
Underwritten Offering, as the Managing Underwriters or the Majority Underwriting
Holders reasonably agree should be included therein and provide to the Company
in writing for inclusion in the Shelf Registration Statement or Prospectus, and
(ii) such information as a Holder may provide from time to time to the Company
in writing for inclusion in a Prospectus or any Shelf Registration Statement
concerning such Holder and the distribution of such Holder's Transfer Restricted
Securities and, in either case, shall make all required filings of such
Prospectus supplement or post-effective amendment promptly after being notified
in writing of the matters to be incorporated in such Prospectus supplement or
post-effective amendment, provided that the Company shall not be required to
take any action under this Section 3(p) that is not, in the reasonable opinion
of counsel for the Company, in compliance with applicable law.

         (q)      The Company shall enter into such customary agreements
(including underwriting agreements) and take all other appropriate actions as
may be requested in order to expedite or facilitate the registration or the
disposition of the Transfer Restricted Securities, and in connection therewith,
if an underwriting agreement is entered into, cause the same to contain
indemnification and contribution provisions and procedures no less favorable
than those set forth in Section 5 (or such other reasonable and customary
provisions and procedures acceptable to the Majority Underwriting Holders and
the Managing Underwriters, if any, with respect to all parties to be indemnified
pursuant to Section 5). The plan of distribution in the Shelf Registration
Statement and the Prospectus included therein shall permit resales of Transfer
Restricted Securities to be made by selling securityholders through
underwriters, brokers and dealers, and shall also include such other information
as the Representative may reasonably request.

         (r)      The Company shall if reasonably requested in writing by
Majority Holders, by Majority Underwriting Holders or by the Managing
Underwriter:

                  (i)      make available for inspection during normal business
         hours by any Underwriter participating in any disposition pursuant to
         such Shelf Registration


                                       13
<PAGE>

         Statement, and any attorney, accountant or other agent retained by any
         such Underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and its subsidiaries
         as is customary for due diligence examinations in connection with
         public offerings;

                  (ii)     cause the Company's officers, directors, employees,
         accountants and auditors to supply all relevant information requested
         by any such Underwriter, attorney, accountant or agent in connection
         with any such Shelf Registration Statement as is customary for similar
         due diligence examinations; provided, however, that any information
         that is designated in writing by the Company, in good faith, as
         confidential at the time of delivery of such information shall be kept
         confidential by the Holders or any such Underwriter, attorney,
         accountant or agent, unless disclosure thereof is made in connection
         with a court, administrative or regulatory proceeding or required by
         law, or such information has become available to the public generally
         through the Company or through a third party without an accompanying
         obligation of confidentiality;

                  (iii)    deliver a letter, addressed to the selling Holders
         and the Underwriters, if any, in which the Company shall make such
         representations and warranties in form, substance and scope as are
         customarily made by issuers to Underwriters;

                  (iv)     obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions, in form, scope and substance,
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Holder and the Underwriters, if any, covering
         such matters as are customarily covered in opinions requested in public
         offerings;

                  (v)      obtain "cold comfort" letters and updates thereof
         from the current and former independent certified public accountants of
         the Company (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Company or of any business
         acquired by the Company for which financial statements and financial
         data are, or are required to be, included in the Shelf Registration
         Statement), addressed to each selling Holder (provided that such Holder
         furnishes the accountants, prior to the date such "cold comfort" letter
         is required to be delivered, with such representations as the
         accountants customarily require in similar situations) and the
         Underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings; and

                  (vi)     deliver such documents and certificates as may be
         requested by the Majority Holders or, in the case of an Underwritten
         Offering, the Majority Underwriting Holders, and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 3(j) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company.


                                       14
<PAGE>

         The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section 3(r) shall be performed at (A) the effectiveness of such Shelf
Registration Statement and each post-effective amendment thereto and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.

         (s)      Each Notice Holder agrees that, upon receipt of notice of the
happening of an event described in Sections 3(c)(ii) through and including
3(c)(vii), each Holder shall forthwith discontinue (and shall cause its agents
and representatives to discontinue) disposition of Transfer Restricted
Securities and will not resume disposition of Transfer Restricted Securities
until such Holder has received copies of an amended or supplemented Prospectus
contemplated by Section 3(j) hereof, or until such Holder is advised in writing
by the Company that the use of the Prospectus may be resumed or that the
relevant Suspension Period has been terminated, as the case may be, provided
that the foregoing shall not prevent the sale, transfer or other disposition of
Transfer Restricted Securities by a Notice Holder in a transaction which is
exempt from, or not subject to, the registration requirements of the Act, so
long as such Notice Holder does not and is not required to deliver the
applicable Prospectus or Shelf Registration Statement in connection with such
sale, transfer or other disposition, as the case may be; and provided, further,
that the provisions of this Section 3(s) shall not prevent the occurrence of a
Registration Default or otherwise limit the obligation of the Company to pay
Liquidated Damages.

         (t)      The Company shall in connection with an Underwritten Offering
use its best efforts (i) if the Securities have been rated prior to the initial
sale of such Securities, to confirm that such ratings will apply to the
Securities covered by the Shelf Registration Statement; or (ii) if the
Securities were not previously rated, to cause the Securities covered by the
Shelf Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by the Majority Holders or by any
Managing Underwriters.

         (u)      In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the NASD Rules)
thereof, whether as a Holder of such Transfer Restricted Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company shall assist such Broker-Dealer in complying
with the NASD Rules, including, without limitation, by:

                  (i)      if the NASD Rules shall so require, engaging a
         "qualified independent underwriter" (as defined in the NASD Rules) to
         participate in the preparation of the Shelf Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by the Shelf Registration
         Statement is an Underwritten Offering or is made through a placement or
         sales agent, to recommend the price of such Transfer Restricted
         Securities;

                  (ii)     indemnifying any such qualified independent
         underwriter to the extent of the indemnification of Underwriters
         provided in Section 5 hereof; and


                                       15
<PAGE>

                  (iii)    providing such information to such Broker-Dealer as
         may be required in order for such Broker-Dealer to comply with the
         requirements of the NASD Rules.

         (v)      Anything herein to the contrary notwithstanding, the Company
will not be required to pay the costs and expenses of, or to participate in the
marketing or "road show" presentations of, more than one Underwritten Offering
initiated at the request of the Holders of Securities or shares of Common Stock
issued or issuable upon conversion thereof, or to effect more than one
Underwritten Offering at the request of such Holders. The Company will not be
required to pay the costs and expenses of, or to participate in the marketing or
"road show" presentations of, an Underwritten Offering unless Holders of at
least the Minimum Amount (as defined below) of Securities and/or Common Stock
issued or issuable on conversion thereof have requested that such Securities
and/or shares of Common Stock be included in such an Underwritten Offering. For
purposes of this Agreement, the "Minimum Amount" means 50% of the aggregate
principal amount of Securities originally issued under the Indenture; provided
that, for purposes of computing the Minimum Amount, Holders of Common Stock
issued upon conversion of Securities shall be deemed to be holders of the
aggregate principal amount of Securities which were converted into those shares
of Common Stock. Only Holders of Securities or shares of Common Stock issued or
issuable upon conversion thereof which are Transfer Restricted Securities shall
be entitled to include such Securities or shares of Common Stock in an
Underwritten Offering and only Transfer Restricted Securities shall be included
in the computation of the Minimum Amount. The Underwritten Offering initiated by
Holders as aforesaid shall include both Securities and Common Stock if so
requested by the Holders. Upon receipt by the Company, from Holders of at least
the Minimum Amount of Securities and/or Common Stock issued or issuable upon
conversion thereof, of a request for an Underwritten Offering, the Company will,
within 10 days thereafter, mail notice to all Holders of Securities and shares
of Common Stock issued upon conversion thereof stating that: (i) the Company has
received a request from the Holders of the requisite amount of Securities and/or
Common Stock issued or issuable on conversion thereof to effect an Underwritten
Offering on behalf of such Holders; (ii) under the terms of this Agreement, all
Holders of Securities and shares of Common Stock issued or issuable upon
conversion thereof which are Transfer Restricted Securities may include their
Securities and shares of Common Stock in such Underwritten Offering, subject to
the terms and conditions set forth in this Agreement and subject to the right of
the Managing Underwriters to reduce, in light of market conditions and other
similar factors, the aggregate principal amount of Securities and number of
shares of Common Stock included in such Underwritten Offering; (iii) all Holders
electing to include Securities or shares of Common Stock in such Underwritten
Offering must notify the Company in writing of such election (the "Election"),
and setting forth an address and facsimile number to which such written
elections may be sent and the deadline (which shall be 12:00 midnight on the
10th calendar day after such notice is mailed to Holders or, if not a Business
Day, the next succeeding Business Day (the "Deadline")) by which such elections
must be received by the Company; and (iv) setting forth such other instructions
as shall be necessary to enable Holders to include their Securities and


                                       16
<PAGE>

shares of Common Stock in such Underwritten Offering. No Holder shall be
entitled to participate in an Underwritten Offering unless such Holder notifies
the Company of such Election by the Deadline. Notwithstanding anything to the
contrary contained herein, if the Managing Underwriters for an Underwritten
Offering to be effected pursuant to this Section 3(v) advise the Holders of the
Securities and shares of the Common Stock to be included in such Underwritten
Offering that, because of aggregate principal amount of Securities and/or number
of shares of Common Stock that such Holders have requested be included in the
Underwritten Offering, the success of the offering would likely be materially
adversely affected by the inclusion of all of the Securities and shares of
Common Stock requested to be included, then the principal amount of Securities
and the number of shares of Common Stock to be offered for the accounts of
Holders shall be reduced pro rata, according to the aggregate principal amount
of Securities and number of shares of Common Stock, respectively, requested for
inclusion by each such Holder, to the extent necessary to reduce the size of the
offering to the size recommended by the Managing Underwriter. Notwithstanding
anything to the contrary contained herein, neither the Company nor any Person,
other than a Holder of Securities or shares of Common Stock issued or issuable
upon conversion thereof and only with respect to its Transfer Restricted
Securities, shall be entitled to include any securities in the Underwritten
Offering.

         4.       Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2
and 3 hereof and shall reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith. Notwithstanding the
provisions of this Section 4, each Holder shall bear the expense of any broker's
commission, agency fee or Underwriter's discount or commission.

         5.       Indemnification and Contribution.

         (a)      The Company agrees to indemnify and hold harmless each Holder
of Transfer Restricted Securities covered by any Shelf Registration Statement
(including each of the Initial Purchasers), the directors, officers, employees
and agents of each such Holder and each person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Shelf Registration Statement as originally filed or in any
amendment thereof, or in any preliminary Prospectus or Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by any of them in connection with investigating or
defending any such loss, claim,


                                       17
<PAGE>

damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon (A) any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any such Holder or any Initial Purchaser specifically
for inclusion therein, (B) use of a Shelf Registration Statement or the related
Prospectus during a period when use of such Prospectus has been suspended
pursuant to Section 2(d) or Section 3(s) hereof; provided, further, in each
case, that Holders received prior notice of such suspension, or (C) if the
Holder fails to deliver a Prospectus, as then amended or supplemented, provided
that the Company shall have delivered to such Holder such Prospectus, as then
amended or supplemented. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

         (b)      Each Holder of Transfer Restricted Securities covered by a
Shelf Registration Statement (including the Initial Purchasers) severally and
not jointly agrees to indemnify and hold harmless (i) the Company, (ii) each of
its directors, (iii) each of its officers and (iv) each person who controls the
Company within the meaning of either the Act or the Exchange Act to the same
extent as the foregoing indemnity from the Company to each such Holder, but only
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement shall
be in addition to any liability which any such Holder may otherwise have.

         (c)      Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party will
not relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or


                                       18
<PAGE>

additional to those available to the indemnifying party and that representation
of the indemnified party by counsel chosen by the indemnifying party would be
inappropriate due to actual or potential differing interests among the parties
represented by such counsel; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party.
Neither an indemnifying party nor an indemnified party will, without the prior
written consent of the other parties, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not such other parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of such other parties from all liability
arising out of such claim, action, suit or proceeding. An indemnifying party
shall not be liable for any losses, claims, damages or liabilities by reason of
any settlement of any action or proceeding effected without such indemnifying
party's prior written consent, which consent will not be unreasonably withheld.

         (d)      In the event that the indemnity provided in paragraph (a) or
(b) of this Section 5 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have an obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses"), as incurred, to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement
and any sales of Transfer Restricted Securities under the Shelf Registration
Statement; provided, however, that in no case shall the Initial Purchasers be
responsible, in the aggregate, for any amount in excess of the purchase discount
or commission applicable to the Securities, as set forth in the Purchase
Agreement. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) and (y) the total amount of Liquidated
Damages which the Company was not required to pay as a result of registering the
Transfer Restricted Securities covered by the Shelf Registration Statement which
resulted in such Losses. Benefits received by the Initial Purchasers shall be
deemed to be equal to the total purchase discounts and commissions received in
connection with the Initial Placement, and benefits received by any other
Holders shall be deemed to be equal to the value of receiving Transfer
Restricted Securities registered under the Act. Benefits received by any
Underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover


                                       19
<PAGE>

page of the Prospectus forming a part of the Shelf Registration Statement which
resulted in such Losses. Relative fault shall be determined by reference to
whether any untrue statement or omission or alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this Section
5(d), no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 5, each person who controls a Holder within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who signed the Shelf Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, and each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act and each officer and director
of each Underwriter shall have the same rights to contribution as such
Underwriter, subject in each case to the applicable terms and conditions of this
paragraph (d).

         (e)      The provisions of this Section 5 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, any
Underwriter or the Company or any of the officers, directors or controlling
persons referred to in Section 5 hereof, and will survive the sale by a Holder
of Transfer Restricted Securities covered by a Shelf Registration Statement.

         6.       Miscellaneous.

         (a)      No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into nor shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

         (b)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders; provided that with respect to any matter that
directly or indirectly affects the rights of the Initial Purchasers hereunder,
the Company shall obtain the written consent of each of the Initial Purchasers
against which such amendment, qualification, supplement, waiver or consent is to
be effective. Notwithstanding the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Transfer


                                       20
<PAGE>

Restricted Securities are being sold pursuant to a Shelf Registration Statement
and that does not directly or indirectly affect the rights of other Holders may
be given by the Majority Holders, determined on the basis of the Transfer
Restricted Securities being sold rather than registered under such Shelf
Registration Statement.

         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier, or air courier guaranteeing overnight delivery:

         (1)      if to the Representative, initially at its address set forth
in the Purchase Agreement;

         (2)      if to any other Holder, at the most current address of such
Holder maintained by the Registrar under the Indenture or the registrar of the
Common Stock (provided that while the Securities or the Common Stock are in
book-entry form, notice to the Trustee shall serve as notice to the Holders),
or, in the case of the Notice Holder, the address set forth in its Notice and
Questionnaire; and

         (3)      if to the Company, initially at its address set forth in the
Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received, if delivered by hand or air courier, and when sent, if sent
by first-class mail or telecopier.

         The Initial Purchasers or the Company by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

         (d)      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders. The Company hereby agrees to extend the
benefits of this Agreement to any Holder and Underwriter and any such Holder and
Underwriter may specifically enforce the provisions of this Agreement as if an
original party hereto. In the event that any other person shall succeed to the
Company under the Indenture, then such successor shall enter into an agreement,
in form and substance reasonably satisfactory to the Representative, whereby
such successor shall assume all of the Company's obligations under this
Agreement.

         (e)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


                                       21
<PAGE>

         (f)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         (g)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

         (h)      Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

         (i)      Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or the Common Stock issuable upon conversion thereof is required hereunder,
Securities or the Common Stock issued upon conversion thereof held by the
Company or its Affiliates (other than subsequent Holders of Securities or the
Common Stock issued upon conversion thereof if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (j)      Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Shelf Registration Period, except
for any liabilities or obligations under Section 2(e), 4 or 5 to the extent
arising prior to the end of the Shelf Registration Period.


                                       22
<PAGE>

         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                       Very truly yours,

                                       TECH DATA CORPORATION



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:

The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.

SALOMON SMITH BARNEY INC.



By:
   ----------------------------------------
Name:
Title:

For itself and the other Initial
Purchasers named in Schedule I to the
Purchase Agreement.


                                       23
<PAGE>

                                                                       EXHIBIT A

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial holder (the "Selling Securityholder") of 2%
Convertible Subordinated Debentures due 2021 (the "Notes") of Tech Data
Corporation (the "Company") or shares of Company common stock issuable upon
conversion of the Notes (together with the Notes, the "Transfer Restricted
Securities") of the Company understands that the Company has filed or intends to
file with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Transfer Restricted Securities in accordance with
the terms of the Registration Agreement (the "Registration Agreement") dated as
of December 10, 2001 between the Company and the Initial Purchasers named
therein. The Registration Agreement is available from the Company upon request
at the address set forth below. All capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Registration Agreement.

         In order to sell or otherwise dispose of any Transfer Restricted
Securities pursuant to the Shelf Registration Statement, a beneficial owner of
Transfer Restricted Securities generally will be required to be named as a
selling securityholder in the related prospectus, deliver a prospectus to
purchasers of Transfer Restricted Securities and be bound by those provisions of
the Registration Agreement applicable to such beneficial owner (including
certain indemnification provisions as described below). Beneficial owners are
encouraged to complete and deliver this Notice and Questionnaire prior to the
effectiveness of the Shelf Registration Statement so that such beneficial owners
may be named as selling securityholders in the related prospectus at the time of
effectiveness.

         Certain legal consequences arise from being named as selling
securityholders in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related prospectus.

NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Transfer Restricted Securities hereby gives notice to the Company of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item (3) (unless otherwise
specified under Item (3)) pursuant to the Shelf Registration Statement. The
undersigned, by signing and returning this Notice and Questionnaire, understands
that it will be bound by the terms and conditions of this Notice and
Questionnaire and the Registration Agreement.


                                      A-1
<PAGE>

         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

QUESTIONNAIRE

1.       (a)      Full legal name of Selling Securityholder:


                  -------------------------------------------------------------

         (b)      Full legal name of registered holder (if not the same as (a)
                  above) through which Transfer Restricted Securities listed in
                  Item (3) below are held (if the Transfer Restricted Securities
                  are held through a broker-dealer or other third party and, as
                  a result, you do not know the legal name of the registered
                  holder, please complete Item (1)(c) below):


                  -------------------------------------------------------------

         (c)      Full legal name of broker-dealer or other third party through
                  which Transfer Restricted Securities listed in Item (3) below
                  are held:


                  -------------------------------------------------------------

         (d)      Full legal name of DTC Participant (if applicable and if not
                  the same as (b) or (c) above) through which Transfer
                  Restricted Securities listed in Item (3) below are held:


                  -------------------------------------------------------------

2.       Address for Notices to Selling Securityholder:


         ----------------------------------------------------------------------


         ----------------------------------------------------------------------

         Telephone:
                   ------------------------------------------------------------

         Fax:
             ------------------------------------------------------------------

         Contact Person:
                        -------------------------------------------------------


                                      A-2
<PAGE>

3.       Beneficial Ownership of Transfer Restricted Securities:

         (a)      Type and principal amount (or number of shares) of Transfer
                  Restricted Securities beneficially owned:


                  -------------------------------------------------------------


                  -------------------------------------------------------------

         (b)      CUSIP No(s). of such Transfer Restricted Securities
                  beneficially owned:


                  -------------------------------------------------------------


                  -------------------------------------------------------------

                  Unless otherwise indicated in the space provided below, all
                  Notes and all shares of common stock listed in response to
                  Item (3)(a) above, and all shares of common stock issuable
                  upon conversion of the Notes listed in response to Item (3)(a)
                  above, will be included in the Shelf Registration Statement.
                  If the undersigned does not wish all such Notes or shares of
                  common stock to be so included, please indicate below the
                  principal amount or the number of shares to be included:


                  -------------------------------------------------------------


                  -------------------------------------------------------------

4.       Beneficial ownership of other securities of the Company owned by the
         Selling Securityholder:

         Except as set forth below in this Item (4), the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Transfer Restricted Securities listed above in Item (3).

         (a)      Type and amount of other securities of the Company
                  beneficially owned by the Selling Securityholder:


                  -------------------------------------------------------------


                  -------------------------------------------------------------

         (b)      CUSIP No(s). of such other securities of the company
                  beneficially owned:


                                      A-3
<PAGE>

                  -------------------------------------------------------------


                  -------------------------------------------------------------

5.       Relationship with the Company:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, directors or principal equity holders (5% or more) has held
         any position or office or has had any other material relationship with
         the Company (or its predecessors or affiliates) during the past three
         years.

         State any exceptions here:


         ----------------------------------------------------------------------


         ----------------------------------------------------------------------

6.       Plan of Distribution

         Except as set forth below, the undersigned (including its donees or
         pledgees) intends to distribute the Transfer Restricted Securities
         listed above in Item (3) pursuant to the Shelf Registration Statement
         only as follows (if at all): Such Transfer Restricted Securities may be
         sold from time to time directly by the undersigned or alternatively
         through underwriters or broker-dealers or agents. If the Transfer
         Restricted Securities are sold through underwriters or broker-dealers,
         the Selling Securityholder will be responsible for underwriting
         discounts or commissions or agent's commissions. Such Transfer
         Restricted Securities may be sold in one or more transactions at fixed
         prices, at prevailing market prices at the time of sale, at varying
         prices determined at the time of sale, or at negotiated prices. Such
         sales may be effected in transactions (which may involve block
         transactions) (i) on any national securities exchange or quotation
         service on which the Transfer Restricted Securities may be listed or
         quoted at the time of sale, (ii) in the over-the-counter market, (iii)
         in transactions otherwise than on such exchanges or services or in the
         over-the-counter market, or (iv) through the writing of options. In
         connection with sales of the Transfer Restricted Securities or
         otherwise, the undersigned may enter into hedging transactions with
         broker-dealers, which may in turn engage in short sales of the Transfer
         Restricted Securities, short and deliver Transfer Restricted Securities
         to close out such short positions, or loan or pledge Transfer
         Restricted Securities to broker-dealers that in turn may sell such
         securities. The Selling Securityholder may pledge or grant security
         interest in some or all of the Transfer Restricted Securities owned by
         it and, if it defaults in the performance of its secured obligations,
         the pledgees or secured parties may offer and sell the Transfer
         Restricted Securities from time to time pursuant to the prospectus. The
         Selling Securityholder also may transfer


                                      A-4
<PAGE>

         and donate shares in other circumstances in which case the transferees,
         donees, pledgees or other successors in interest will be the selling
         securityholder for purposes of the prospectus.

         State any exceptions here:


         ----------------------------------------------------------------------


         ----------------------------------------------------------------------


         ----------------------------------------------------------------------

         Note:    The Company's obligation to cooperate in an underwritten
                  offering of the Transfer Restricted Securities is limited
                  under Section 3(v) of the Registration Agreement.

         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder relating to stock manipulation,
particularly Regulation M thereunder (or any successor rules or regulations) and
the provisions of the Securities Act of 1933 relating to prospectus delivery, in
connection with any offering of Transfer Restricted Securities pursuant to the
Shelf Registration Statement. The undersigned agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such
provisions.

         The Selling Securityholder hereby acknowledges its obligations under
the Registration Agreement to indemnify and hold harmless certain persons set
forth therein.

         Pursuant to the Registration Agreement, the Company has agreed under
certain circumstances to indemnify the Selling Securityholders against certain
liabilities.

         In accordance with the undersigned's obligation under the Registration
Agreement to provide such information as may be required by law for inclusion in
the Shelf Registration Statement, the undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that
may occur subsequent to the date hereof at any time while the Shelf Registration
Statement is required to remain effective. All notices hereunder and pursuant to
the Registration Agreement shall be made in writing at the address set forth
below.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related prospectus.


                                      A-5
<PAGE>

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

                                       Beneficial Owner



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:

Dated:

               PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
                                QUESTIONNAIRE TO
                                  THE COMPANY:

                              TECH DATA CORPORATION
                              5350 TECH DATA DRIVE
                            CLEARWATER, FLORIDA 33760
                            FACSIMILE: (727) 538-7803
                           ATTENTION: GENERAL COUNSEL


                                      A-6