TECH DATA CORP, S-3, 1997-10-02

TECH DATA CORP
S-3, 1997-10-02
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

TECH DATA CORPORATION
(Exact name of registrant as specified in its charter)
5350 TECH DATA DRIVE
CLEARWATER, FL 33760
(813) 539-7429
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------

<TABLE>
<S> <C>
FLORIDA NO. 59-1578329
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>

---------------------
JEFFERY P. HOWELLS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TECH DATA CORPORATION
5350 TECH DATA DRIVE, CLEARWATER, FLORIDA 33760
(813) 539-7429
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:

<TABLE>
<C> <C>
FRANK N. FLEISCHER, ESQ. ROBERT H. CRAFT, JR.
SCHIFINO & FLEISCHER, P.A. SULLIVAN & CROMWELL
ONE TAMPA CITY CENTER SUITE 2700 1701 PENNSYLVANIA AVENUE, N.W.
TAMPA, FLORIDA 33602 WASHINGTON, D.C. 20006
(813) 223-1535 (202) 956-7500
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement for the same
offering. [ ] ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective regulation statement
for the same offering. [ ] ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE(1) REGISTRATION FEE(3)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0015 Par Value...... 4,025,000(2) $46.00 $185,150,000 $56,106
=============================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 525,000 shares of Common Stock subject to the Underwriters'
over-allotment options.
(3) Calculated pursuant to Rule 457(c) as of September 30, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

(EXPLANATORY NOTE)

This Registration Statement contains two forms of prospectuses, one for an
offering in the United States and one for an international offering outside the
United States. The two prospectuses are identical except for separate cover
pages and separate "underwriting" sections which are included herein.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES
AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.

SUBJECT TO COMPLETION, DATED OCTOBER 2, 1997
3,500,000 SHARES

[TECH DATA LOGO]

COMMON STOCK
(PAR VALUE $.0015 PER SHARE)
---------------------
Of the 3,500,000 shares of Common Stock offered, 2,800,000 shares are being
offered hereby in the United States and 700,000 shares are being offered in a
concurrent international offering outside the United States. The initial public
offering price and the aggregate underwriting discount per share will be
identical for both offerings. See "Underwriting."

The last reported sale price of the Common Stock, which is quoted under the
symbol "TECD," on The Nasdaq National Market on September 30, 1997 was $46.00
per share. See "Price Range of Common Stock."

Concurrently with the Offerings, Tech Data Corporation is offering
$175,000,000 aggregate principal amount of % Convertible Subordinated Notes
due , 2002 by a separate prospectus. The consummation of the Offerings
and the Notes Offering are not conditioned upon each other.

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS
IN EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY, SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT(1) COMPANY(2)
-------------- ------------ -----------
<S> <C> <C> <C>
Per Share............................................... $ $ $
Total(3)................................................ $ $ $
</TABLE>

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

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

The shares offered hereby are offered severally by the U.S. Underwriters,
as specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
certificates for the shares will be ready for delivery in New York, New York, on
or about , 1997.

GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
THE ROBINSON-HUMPHREY COMPANY
NATIONSBANC MONTGOMERY SECURITIES, INC.
---------------------
The date of this Prospectus is , 1997.
<PAGE> 4

[GRAPHIC SHOWING APPROXIMATE NUMBER OF THE COMPANY'S SUPPLIERS AND
CUSTOMERS.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CONVERTIBLE NOTES
OR THE COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID IN
CONNECTION WITH THE OFFERING. IN ADDITION, CERTAIN UNDERWRITERS (AND SELLING
GROUP MEMBERS, IF ANY) ALSO MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN
THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET, IN ACCORDANCE WITH RULE 103
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial data appearing
elsewhere, or incorporated by reference, in this Prospectus. Unless otherwise
noted, the information and data in this Prospectus does not give effect to the
exercise of the Underwriters' over-allotment options. This Prospectus contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed herein under "Risk Factors."

THE COMPANY

Tech Data Corporation ("Tech Data" or the "Company") is the world's second
largest distributor of microcomputer hardware and software products to
value-added resellers ("VARs"), corporate resellers, retailers and direct
marketers (collectively with VARs, "resellers"). Tech Data distributes products
throughout the United States, Canada, Latin America, Germany, France,
Switzerland and Austria. The Company purchases its products directly from more
than 900 manufacturers of microcomputer hardware and publishers of software in
large quantities, maintains a stocking inventory of more than 45,000 products
and sells to an active base of over 70,000 customers. The Company believes its
broad assortment of vendors and products meets its customers' need for a cost
effective link to such products through a single source.

The Company provides its customers with systems, peripherals, networking
products and software, which accounted for 25%, 40%, 19% and 16%, respectively,
of net sales in the first six months of fiscal 1998. The Company offers products
from manufacturers and publishers such as Apple, Bay Networks, Cisco, Compaq,
Corel, Creative Labs, Digital Equipment, Epson, Hewlett-Packard, IBM, Intel,
Microsoft, Novell, Okidata, Seagate, Symantec, 3Com, Toshiba, Viewsonic and
Western Digital. The Company ships products from regionally located distribution
centers generally the same day the orders are received. The customers are
provided with a high level of service through flexible financing and credit
programs, the Company's pre- and post-sale technical support, electronic
commerce tools (including on-line order entry, access to product specifications
and electronic data interchange ("EDI") services), product configuration
services, customized shipping documents, flexible product return policies and
customer education programs.

The U.S. microcomputer distribution market grew from $17 billion in 1992 to
$33 billion in 1996. This growth represents a compound annual rate of 18%, while
the overall U.S. microcomputer industry grew at a compound annual rate of 13%
during the same period. The Company's U.S. sales grew during this period at a
compound annual rate of 45%. The increase in sales was primarily the result of
the expansion of the Company's product lines, customer base and market share in
North America. In addition, the Company entered the European market in fiscal
1995 through the acquisition of the largest microcomputer distributor in France.
In July 1997, Tech Data further enhanced its market position in Europe with the
acquisition of Macrotron AG, Germany's third largest microcomputer distributor
with operations in Germany, Austria and Switzerland. The Company has also
established export sales into Latin America from its U.S. operations and
recently established a subsidiary in Brazil to serve that market. The Company
increased operating income from $36.0 million in fiscal 1993 to $115.0 million
in fiscal 1997 despite intense competition by focusing on achieving operating
efficiencies through centralized management, stringent cost controls, efficient
handling of product shipments, use of automation and by achieving economies of
scale. Net income increased from $19.8 million to $57.0 million over the same
period.

Management believes that Tech Data's recent increases in sales, operating
income and net income are directly attributable to its strategy of making
significant capital investments to increase efficiency and maintaining operating
cost control. The Company intends to continue to pursue this strategy to take
advantage of future growth and consolidation opportunities in the industry.
3
<PAGE> 6

THE OFFERINGS

The 2,800,000 shares of Common Stock initially being offered in the United
States (the "U.S. Offering") and the 700,000 shares of Common Stock concurrently
being offered outside the United States (the "International Offering"),
collectively are referred to in this Prospectus as the "Offerings."

Common Stock to be offered by the Company................3,500,000 shares
Common Stock to be outstanding after the Offerings.......47,942,000 shares
Use of Proceeds..........................................To reduce indebtedness
under revolving credit
loans and to finance
continued growth. See
"Use of Proceeds."
Nasdaq National Market Symbol............................TECD

CONCURRENT NOTES OFFERING

Concurrent with the Offerings, the Company is offering $175,000,000
aggregate principal amount of % Convertible Subordinated Notes due
, 2002 (the "Notes," and the offering of such Notes, the "Notes
Offering") by a separate prospectus. The consummation of the Offerings and the
Notes Offering are not conditioned upon each other.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following financial data should be read in conjunction with the
Company's consolidated financial statements, including the notes thereto. The
results of operations for the six months ended July 31, 1997 are not necessarily
indicative of results of operations to be expected for the full year.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED JANUARY 31, JULY 31,
------------------------------------------------------------ -----------------------
1993 1994 1995 1996 1997 1996 1997
-------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales....................... $978,862 $1,532,352 $2,418,410 $3,086,620 $4,598,941 $2,048,802 $2,921,966
Operating profit................ 36,014 54,995 71,337 55,604 115,011 47,705 76,511
Net income...................... 19,782 30,213 34,912 21,541 56,973 22,444 39,686
Net income per common share(1).. .63 .83 .91 .56 1.35 .57 .88
OTHER DATA:
Ratio of earnings to fixed
charges(2).................... 7.30 8.68 4.61 2.57 4.75 3.98 5.32
</TABLE>

<TABLE>
<CAPTION>
JULY 31, 1997
--------------------------------------
AS AS
ACTUAL ADJUSTED(3) ADJUSTED(4)
---------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 296,115 $ 450,837 $ 621,202
Total assets................................................ 1,655,232 1,655,232 1,659,867
Revolving credit loans...................................... 416,428 261,706 91,341
Long-term debt.............................................. 8,791 8,791 8,791
% Convertible subordinated notes due , 2002.... -- -- 175,000
Shareholders' equity........................................ 490,161 644,883 644,883
</TABLE>

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

(1) Amounts have been adjusted to reflect the two-for-one stock split declared
on March 21, 1994.
(2) The ratio of earnings to fixed charges is computed by dividing earnings
before taxes and fixed charges by fixed charges. Fixed charges consist of
interest expense and the estimated interest component of rent expense.
(3) Adjusted to reflect the sale by the Company of the 3,500,000 shares of
Common Stock offered hereby at an assumed offering price of $46.00 per share
(after deduction of the underwriting discount and the Company's estimated
offering expenses) and the application of the proceeds thereof. See "Use of
Proceeds."
(4) Adjusted to reflect the sale by the Company of the 3,500,000 shares of
Common Stock offered hereby at an assumed offering price of $46.00 per share
and $175,000,000 aggregate principal amount of Notes (after deduction of the
underwriting discounts and the Company's estimated offering expenses) and
the application of the proceeds thereof. See "Use of Proceeds."
4
<PAGE> 7

RISK FACTORS

In evaluating the Company's business, prospective investors should
carefully consider the following factors in addition to the information
contained elsewhere in this Prospectus or incorporated by reference herein.

COMPETITION

The Company operates in a highly competitive environment, both in the
United States and internationally. The computer wholesale distribution industry
is characterized by intense competition, based primarily on product
availability, credit availability, price, speed of delivery, ability to tailor
specific solutions to customer needs, quality and depth of product lines and
pre-sale and post-sale training, service and support. The Company competes with
a variety of regional, national and international wholesale distributors, some
of which have greater financial resources than the Company. In addition, the
Company faces competition from direct sales by vendors which may be able to
offer resellers lower prices than the Company.

NARROW PROFIT MARGINS

As a result of intense price competition in the industry, the Company has
narrow gross profit and operating profit margins. These narrow margins magnify
the impact on operating results of variations in sales and operating costs. The
Company has partially offset the effects of its low gross profit margins by
increasing sales and reducing operating expenses as a percentage of sales;
however, there can be no assurance that the Company will maintain or increase
sales or further reduce operating expenses as a percentage of sales in the
future. Future gross profit margins may be adversely affected by changes in
product mix, vendor pricing actions and competitive and economic pressures.

RISK OF DECLINES IN INVENTORY VALUE

The Company is subject to the risk that the value of its inventory will
decline as a result of price reductions by vendors or technological
obsolescence. It is the policy of most vendors of microcomputer products to
protect distributors, such as the Company, which purchase directly from such
vendors, from the loss in value of inventory due to technological change or the
vendors' price reductions. Some vendors, however, may be unwilling or unable to
pay the Company for products returned to them under purchase agreements.
Moreover, industry practices are sometimes not embodied in written agreements
and do not protect the Company in all cases from declines in inventory value. No
assurance can be given that such practices will continue, that unforeseen new
product developments will not adversely affect the Company, or that the Company
will be able to successfully manage its existing and future inventories.

Some major systems vendors are developing programs which will allow the
Company to assemble systems from components provided by the vendors. While the
Company has developed the ability to configure computer products, the process of
assembling large volumes of systems from components will require new business
practices by the Company. It is also uncertain how the vendors will apply
policies related to price protection, stock rotation and other protections
against the decline in inventory value to components.

DEPENDENCE ON INFORMATION SYSTEMS

The Company is highly dependent upon its internal computer and
telecommunication systems to operate its business. There can be no assurance
that the Company's information systems will not fail, that the Company will be
able to attract and retain qualified personnel necessary for the operation of
such systems, that the Company will be able to expand and improve its
information systems, or that the information systems of acquired companies will
be sufficient to meet the Company's standards or can be successfully converted
into an acceptable information system on a timely and cost-effective basis. Any
of such problems could have an adverse effect on the Company's business.

5
<PAGE> 8

CUSTOMER CREDIT EXPOSURE

The Company sells its products to an active customer base of more than
70,000 value-added resellers, corporate resellers, retailers and direct
marketers. A significant portion of such sales is financed by the Company. As a
result, the Company's business could be adversely affected in the event of the
deterioration of the financial condition of its customers, resulting in the
customers' inability to repay the Company. This risk would be increased in the
event of a general economic downturn affecting a large number of the Company's
customers.

MANAGEMENT OF EXPANSION

The rapid expansion of the Company's business has required the Company to
make significant recent additions in personnel and has significantly increased
the Company's working capital requirements. Although the Company has experienced
rapid expansion in recent years, such expansion should not be considered
indicative of future expansion. Such expansion has resulted in new and increased
responsibilities for management personnel and has placed and continues to place
a strain upon the Company's management, operating and financial systems and
other resources. There can be no assurance that the strain placed upon the
Company's management, operating and financial systems and other resources will
not have an adverse effect on the Company's business, nor can there be any
assurance that the Company will be able to attract or retain sufficient
personnel to continue the expansion of its operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company's business requires substantial capital to finance accounts
receivable and product inventory that are not financed by trade creditors. The
Company has historically relied upon cash generated from operations, bank credit
lines, trade credit from its vendors and proceeds from public offerings of its
Common Stock to satisfy its capital needs and finance growth. In order to
continue its expansion, the Company will need additional financing, including
debt financing. The inability to obtain such sources of capital could have an
adverse effect on the Company's business.

ACQUISITIONS

As part of its growth strategy, the Company pursues the acquisition of
companies that either complement or expand its existing business. As a result,
the Company regularly evaluates potential acquisition opportunities, which may
be material in size and scope. Acquisitions involve a number of risks and
uncertainties, including expansion into new geographic markets and business
areas, the requirement to understand local business practices, the diversion of
management's attention to the assimilation of the operations and personnel of
the acquired companies, the possible requirement to upgrade the acquired
companies' management information systems to the Company's standards, potential
adverse short-term effects on the Company's operating results and the
amortization of any acquired intangible assets.

FOREIGN CURRENCY EXCHANGE RISKS; EXPOSURE TO FOREIGN MARKETS

The Company conducts business in countries outside of the United States
which exposes the Company to fluctuations in foreign currency exchange rates.
The Company may enter into short-term forward exchange contracts to hedge this
risk according to its outlook on future exchange rates; nevertheless,
fluctuations in foreign currency exchange rates could have an adverse effect on
the Company's business.

The Company's international operations are subject to other risks such as
the imposition of governmental controls, export license requirements,
restrictions on the export of certain technology, political instability, trade
restrictions, tariff changes, difficulties in staffing and managing
international operations, difficulties in collecting accounts receivable and
longer collection periods and the impact of local economic conditions and
practices. As the Company continues to expand its international business, its
success will be dependent, in part, on its ability to anticipate and effectively
manage these and other

6
<PAGE> 9

risks. There can be no assurance that these and other factors will not have an
adverse effect on the Company's business.

PRODUCT SUPPLY SHORTAGES

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

VENDOR RELATIONS

The loss of certain key vendors could have an adverse effect on the
Company's business. In addition, the Company relies on various rebate and
cooperative marketing programs offered by its vendors to defray expenses
associated with distributing and marketing the vendors' products. A reduction by
the Company's vendors in these programs could have an adverse effect on the
Company's business.

GENERAL ECONOMIC CONDITIONS

From time to time the markets in which the Company sells its products
experience weak economic conditions that may negatively affect the Company's
sales. Although the Company does not consider its business to be highly
seasonal, it has experienced seasonally higher sales and earnings in the third
and fourth quarters. To the extent that general economic conditions affect the
demand for products sold by the Company, such conditions could have an adverse
effect on the Company's business.

EXPOSURE TO NATURAL DISASTERS

The Company's headquarters facilities, certain of its distribution centers
as well as certain vendors and customers are located in areas prone to natural
disasters such as floods, hurricanes, tornadoes, earthquakes and other adverse
weather conditions. The Company's business could be adversely affected should
its ability to distribute products be impacted by such an event.

LABOR STRIKES

The Company's labor force is currently non-union. The Company, however,
does business in certain foreign countries where labor disruption is more common
than is experienced in the United States. The majority of the freight carriers
used by the Company are unionized. A labor strike by one of the Company's
freight carriers, one of its vendors, a general strike by civil service
employees, or a governmental shutdown could have an adverse effect on the
Company's business.

VOLATILITY OF COMMON STOCK

Because of the foregoing factors, as well as other variables affecting the
Company's operating results, past financial performance should not be considered
a reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods. In
addition, the Company's participation in a highly dynamic industry often results
in significant volatility of the Common Stock price.

7
<PAGE> 10

USE OF PROCEEDS

Based upon the sale by the Company of the 3,500,000 shares of Common Stock
offered at an assumed offering price of $46.00 per share (the last reported
sales price of the Common Stock on The Nasdaq National Market on September 30,
1997), less the Company's estimated offering expenses and the estimated
underwriting discount, the net proceeds are expected to be approximately $155
million. The net proceeds of the Offerings and the Notes Offering will be used
to reduce indebtedness under the Company's revolving credit loans (which
includes the $400 million accounts receivable securitization program). As of
August 31, 1997, the Company had approximately $476 million outstanding under
the available revolving credit loans at a weighted average interest rate of
5.07%. The Company currently maintains total committed revolving credit loans of
approximately $980 million, of which $530 million is available in 17 different
currencies. See Note 12 of Notes to Consolidated Financial Statements.

The receipt of the proceeds of the Offerings will strengthen the Company's
balance sheet further and will provide funding for domestic and international
growth and possible acquisitions. While the Company regularly reviews
acquisition opportunities, no acquisitions are currently pending other than as
disclosed elsewhere in this Prospectus with respect to the acquisition of
Macrotron AG.

CONCURRENT NOTES OFFERING

Concurrent with the Offerings, the Company is offering $175 million
aggregate principal amount of the Notes by a separate prospectus. The
consummation of the Offerings and the Notes Offering are not conditioned upon
each other. The net proceeds to the Company from the Notes Offering (after
deduction of the underwriting discount and the Company's estimated offering
expenses), if consummated, are estimated to be $170 million. The Company will
use such proceeds to reduce indebtedness under revolving credit loans. See "Use
of Proceeds."

8
<PAGE> 11

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on The Nasdaq National Market under
the symbol "TECD." The following table sets forth the quarterly high and low
sale prices for the Common Stock as reported by The Nasdaq National Market.

<TABLE>
<CAPTION>
RANGE OF
SALES PRICES
------------------
HIGH LOW
------- -------
<S> <C> <C> <C> <C>
FISCAL YEAR 1996
First quarter............................................... $14 1/4 $ 9 5/8
Second quarter.............................................. 15 1/4 8 1/4
Third quarter............................................... 14 3/4 11 1/8
Fourth quarter.............................................. 17 7/8 11 1/4
FISCAL YEAR 1997
First quarter............................................... 19 1/2 13
Second quarter.............................................. 24 3/4 18 1/4
Third quarter............................................... 30 3/8 22 1/8
Fourth quarter.............................................. 36 3/8 21 5/8
FISCAL YEAR 1998
First quarter............................................... 27 1/2 19 3/4
Second quarter.............................................. 39 15/16 22 7/8
Third quarter (through September 30, 1997).................. 51 3/4 36 1/4
</TABLE>

On September 30, 1997, the last reported sale price for the Common Stock
was $46.00 per share. The Company estimates there are approximately 15,000
beneficial holders of the Company's Common Stock.

DIVIDEND POLICY

The Company has not paid cash dividends since fiscal 1983. The Board of
Directors of the Company does not intend to institute a cash dividend payment
policy in the foreseeable future. It is the policy of the Board of Directors to
retain earnings to support the growth and expansion of the Company's business.
The future payment of dividends, if any, on Common Stock will depend upon the
Company's earnings, financial condition and capital requirements. In addition,
the payment of dividends is restricted under the terms of the revolving credit
loans.

9
<PAGE> 12

CAPITALIZATION

The following table sets forth the capitalization of the Company at July
31, 1997 and as adjusted as of such date to give effect to: (i) the sale by the
Company of the Common Stock; and (ii) the sale by the Company of the Common
Stock and the issuance and sale of the Notes pursuant to the concurrent Notes
Offering, see "Concurrent Notes Offering." The application of the total net
proceeds of approximately $325 million thereof will be used to reduce
indebtedness under revolving credit loans. See "Use of Proceeds." This table
should be read in conjunction with the Company's consolidated financial
statements, including the notes thereto.

<TABLE>
<CAPTION>
JULY 31, 1997
------------------------------------------
ACTUAL AS ADJUSTED(1) AS ADJUSTED(2)
-------- -------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
SHORT-TERM DEBT:
Revolving credit loans(3)............................ $416,428 $261,706 $ 91,341
Current portion of long-term debt.................... 207 207 207
-------- -------- --------
Total short-term debt...................... 416,635 261,913 91,548
-------- -------- --------
LONG-TERM DEBT:
Mortgage note, interest at 10.25%, monthly
installments of $85, balloon payment due 2005...... 8,726 8,726 8,726
Other long-term debt................................. 65 65 65
% Convertible Subordinated Notes due , 2002..... -- -- 175,000
-------- -------- --------
Total long-term debt....................... 8,791 8,791 183,791
-------- -------- --------
SHAREHOLDERS' EQUITY:
Preferred stock; par value $.02; 226,500 shares
authorized and outstanding......................... 5 5 5
Common stock; par value $.0015; 200,000,000 shares
authorized; 43,947,402 issued and outstanding;
47,447,402 issued and outstanding as adjusted(4)... 66 71 71
Additional paid-in capital........................... 241,025 395,742 395,742
Retained earnings.................................... 249,969 249,969 249,969
Cumulative translation adjustment.................... (904) (904) (904)
-------- -------- --------
Total shareholders' equity................. 490,161 644,883 644,883
-------- -------- --------
Total capitalization....................... $915,587 $915,587 $920,222
======== ======== ========
</TABLE>

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

(1) As adjusted to give effect to the sale by the Company of the Common Stock at
an assumed offering price of $46.00 per share and the application of the
proceeds thereof.
(2) As adjusted to give effect to the sale by the Company of the Common Stock at
an assumed offering price of $46.00 per share and the assumed sale of the
Notes pursuant to the concurrent Notes Offering and the application of the
proceeds thereof.
(3) On August 31, 1997, indebtedness outstanding under the revolving credit
loans was approximately $476 million.
(4) Does not include 4,383,000 shares subject to stock options outstanding as of
July 31, 1997.

10
<PAGE> 13

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below for each of the
five years ended January 31, 1997 are derived from the Company's audited
financial statements. The audited financial statements at January 31, 1996 and
1997 and for each of the three years in the period ended January 31, 1997 are
included elsewhere in this Prospectus. The data for the six months ended July
31, 1996 and 1997 have been derived from unaudited consolidated financial
statements also appearing herein and which, in the opinion of management,
include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of the results for the unaudited interim periods.
The operating results for the six months ended July 31, 1997 are not necessarily
indicative of the operating results for a full fiscal year. This information
should be read in conjunction with the Company's consolidated financial
statements, including the notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31,
------------------------------------------------------------ -----------------------
1993 1994 1995 1996 1997 1996 1997
-------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales................. $978,862 $1,532,352 $2,418,410 $3,086,620 $4,598,941 $2,048,802 $2,921,966
-------- ---------- ---------- ---------- ---------- ---------- ----------
Cost and expenses:
Cost of products sold... 885,292 1,397,967 2,219,122 2,867,226 4,277,160 1,905,488 2,722,811
Selling, general and
administrative
expenses.............. 57,556 79,390 127,951 163,790 206,770 95,609 122,644
-------- ---------- ---------- ---------- ---------- ---------- ----------
942,848 1,477,357 2,347,073 3,031,016 4,483,930 2,001,097 2,845,455
-------- ---------- ---------- ---------- ---------- ---------- ----------
Operating profit.......... 36,014 54,995 71,337 55,604 115,011 47,705 76,511
Interest expense.......... 3,973 5,008 13,761 20,086 21,522 10,802 12,653
-------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income
taxes................... 32,041 49,987 57,576 35,518 93,489 36,903 63,858
Provision for income
taxes................... 12,259 19,774 22,664 13,977 36,516 14,459 24,172
-------- ---------- ---------- ---------- ---------- ---------- ----------
Net income................ $ 19,782 $ 30,213 $ 34,912 $ 21,541 $ 56,973 $ 22,444 $ 39,686
======== ========== ========== ========== ========== ========== ==========
Net income per common
share(1)................ $ .63 $ .83 $ .91 $ .56 $ 1.35 $ .57 $ .88
======== ========== ========== ========== ========== ========== ==========
Weighted average common
shares outstanding(1)... 31,402 36,590 38,258 38,138 42,125 39,231 45,122
======== ========== ========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
JANUARY 31,
------------------------------------------------------------ JULY 31,
1993 1994 1995 1996 1997 1997
-------- ---------- ---------- ---------- ---------- ------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........... $ 89,344 $ 165,366 $ 182,802 $ 201,704 $ 351,993 $ 296,115
Total assets.............. 326,885 506,760 784,429 1,043,879 1,545,294 1,655,232
Revolving credit loans.... 89,198 153,105 304,784 283,100 396,391 416,428
Long-term debt............ 9,638 9,467 9,682 9,097 8,896 8,791
Shareholders' equity ..... 115,047 213,326 260,826 285,698 438,381 490,161
</TABLE>

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

(1) Amounts have been adjusted to reflect the two-for-one stock split declared
on March 21, 1994.

11
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL

Tech Data is the second largest distributor of microcomputer products in
the world. The Company's net sales have increased from $979 million in fiscal
1993 to $4.6 billion in fiscal 1997. The increase in sales is the result of the
expansion of the Company's product lines, customer base and market share in
North America, as well as the establishment of export sales into Latin America
and the acquisition of the largest microcomputer distributor in France in fiscal
1995. The Company has been able to increase operating income during this period
despite intense competition by focusing on achieving operating efficiencies
through centralized management, stringent cost controls, efficient handling of
product shipments, use of automation and by achieving economies of scale. Net
income has increased from $19.8 million in fiscal 1993 to $57.0 million in
fiscal 1997. Management believes that Tech Data's recent increases in sales and
profitability are directly attributable to its significant capital investments
and its focus on operating efficiencies.

For the periods indicated, the following table sets forth the percentage of
certain income statement items to net sales derived from the Company's
consolidated statement of income.

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
-------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31,
----------------------- ----------------
1995 1996 1997 1996 1997
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- -----
Cost and expenses:
Cost of products sold....................... 91.7 92.9 93.0 93.0 93.2
Selling, general and administrative
expenses................................. 5.3 5.3 4.5 4.7 4.2
----- ----- ----- ----- -----
97.0 98.2 97.5 97.7 97.4
----- ----- ----- ----- -----
Operating profit.............................. 3.0 1.8 2.5 2.3 2.6
Interest expense.............................. .6 .6 .5 .5 .4
----- ----- ----- ----- -----
Income before income taxes.................... 2.4 1.2 2.0 1.8 2.2
Provision for income taxes.................... .9 .5 .8 .7 .8
----- ----- ----- ----- -----
Net income.................................... 1.5% .7% 1.2% 1.1% 1.4%
===== ===== ===== ===== =====
</TABLE>

SIX MONTHS ENDED JULY 31, 1996 AND 1997

Net sales increased 42.6% to $2.92 billion in the first six months of
fiscal 1998 compared to $2.05 billion in the same period of the prior year. This
increase is attributable to the addition of new product lines and the expansion
of existing product lines combined with an increase in the Company's market
share. In the first half of fiscal 1998, U.S. and international sales grew 44.1%
and 32.3%, respectively, compared to the prior year comparable period.
International sales represented approximately 12% of fiscal 1998 first half net
sales compared to 13% for the first half of fiscal 1997.

The cost of products sold as a percentage of net sales increased to 93.2%
in the first half of fiscal 1998 from 93.0% in the prior year. This increase is
the result of competitive market prices and the Company's strategy of lowering
selling prices in order to gain market share and to pass on the benefit of
operating efficiencies to its customers.

Selling, general and administrative expenses increased 28.3% to $122.6
million in the first half of fiscal 1998 compared to $95.6 million last year,
but decreased as a percentage of net sales from 4.7% in the first half of last
year to 4.2% in the current year. The decline in selling, general and
administrative expenses as a percentage of net sales in the first half of fiscal
1998 is attributable to greater economies of scale realized by the Company in
addition to improved operating efficiencies. The dollar value increase

12
<PAGE> 15

in selling, general and administrative expenses is primarily the result of an
expansion in the number of employees and increases in other administrative
expenses needed to support the increased volume of business.

As a result of the factors described above, operating profit increased
60.4% to $76.5 million, or 2.6% of net sales, in the first half of fiscal 1998
compared to $47.7 million, or 2.3% of net sales, for the prior year comparable
period.

Interest expense increased in the first six months of fiscal 1998 due to an
increase in the Company's average outstanding indebtedness.

As a result of the factors described above, net income increased 76.8% to
$39.7 million, or $.88 per share, in the first six months of fiscal 1998
compared to $22.4 million, or $.57 per share, in the prior year comparable
period.

FISCAL YEARS ENDED JANUARY 31, 1996 AND 1997

Net sales increased 49.0% to $4.6 billion in fiscal 1997 compared to $3.1
billion in the prior year. This increase is attributable to the addition of new
product lines and the expansion of existing product lines combined with an
increase in the Company's market share. The rate of growth in fiscal year 1997
was also positively affected by a lower growth rate in the prior year as the
Company was recovering from the effects of the business interruptions caused by
its conversion to a new computer system in December 1994. The Company's U.S. and
international sales grew 51% and 36%, respectively, in fiscal 1997 compared to
the prior year. The Company's international sales in fiscal 1997 were
approximately 13% of consolidated net sales.

The cost of products sold as a percentage of net sales increased from 92.9%
in fiscal 1996 to 93.0% in fiscal 1997. This increase is a result of competitive
market prices and the Company's strategy of lowering selling prices in order to
gain market share and to pass on the benefit of operating efficiencies to its
customers.

Selling, general and administrative expenses increased by 26.2% from $163.8
million in fiscal 1996 to $206.8 million in fiscal 1997, and as a percentage of
net sales decreased to 4.5% in fiscal 1997 from 5.3% in the prior year. This
decline in selling, general and administrative expenses as a percentage of net
sales is attributable to the greater economies of scale that the Company
realized during fiscal 1997 in addition to improved operating efficiencies. The
dollar value increase in selling, general and administrative expenses is
primarily a result of an expansion in the number of employees and increases in
other administrative expenses needed to support the increased volume of
business.

As a result of the factors described above, operating profit in fiscal 1997
increased 106.8% to $115.0 million, or 2.5% of net sales, compared to $55.6
million, or 1.8% of net sales, in fiscal 1996.

Interest expense increased due to an increase in the Company's average
outstanding indebtedness, partially offset by decreases in short-term interest
rates on the Company's floating rate indebtedness. Interest expense was further
moderated in fiscal 1997 by the receipt of net proceeds of approximately $83.3
million from the Company's July 1996 Common Stock offering, which proceeds were
used to reduce indebtedness.

Net income in fiscal 1997 increased 164.5% to $57.0 million, or $1.35 per
share, compared to $21.5 million, or $.56 per share, in the prior year.

FISCAL YEARS ENDED JANUARY 31, 1995 AND 1996

Net sales increased 27.6% to $3.1 billion in fiscal 1996 compared to $2.4
billion in the prior year. This increase is attributable to the addition of new
product lines and the expansion of existing product lines combined with
increases in the Company's market share. The rate of growth in fiscal year 1996
was lower than the rate of growth in the prior year as the Company continued to
recover from the effects of the business interruptions caused by its computer
system conversion in December 1994. The Company's

13
<PAGE> 16

international sales in fiscal 1996 were approximately 14% of consolidated net
sales compared to 13% in fiscal 1995.

The cost of products sold as a percentage of net sales increased from 91.7%
in fiscal 1995 to 92.9% in fiscal 1996. This increase was a result of
competitive market prices, the Company's strategy of lowering selling prices in
order to gain market share and to pass on the benefit of operating efficiencies
to its customers, as well as certain freight concessions made with customers in
order to ensure timely delivery of products during the first and second quarters
of fiscal 1996.

Selling, general and administrative expenses increased from $128.0 million
in fiscal 1995 to $163.8 million in fiscal 1996, and as a percentage of net
sales were 5.3% in fiscal 1996 and fiscal 1995. The dollar value increase in
selling, general and administrative expenses was primarily a result of an
expansion in the number of employees and increases in other administrative
expenses needed to support the increased volume of business, as well as expenses
associated with the Company's new computer system.

As a result of the factors discussed above, operating profit in fiscal 1996
decreased 22.1% to $55.6 million, or 1.8% of net sales, compared to $71.3
million, or 3.0% of net sales, in fiscal 1995.

Interest expense increased due to an increase in the Company's average
outstanding indebtedness, combined with increases in short-term interest rates
on the Company's floating rate indebtedness.

Net income in fiscal 1996 decreased 38.3% to $21.5 million, or $.56 per
share, compared to $34.9 million, or $.91 per share, in the prior year.

14
<PAGE> 17

QUARTERLY FINANCIAL DATA

The following table sets forth certain unaudited data regarding the
Company's results of operations for the preceding eight fiscal quarterly
periods. Such data is derived from the unaudited interim consolidated financial
statements of the Company and, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the information contained therein.

Any trends that may be reflected in the following table are not necessarily
indicative of the Company's future operations.

<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------------------------------------------------
OCTOBER 31, JANUARY 31, APRIL 30, JULY 31, OCTOBER 31, JANUARY 31, APRIL 30, JULY 31,
1995 1996 1996 1996 1996 1997 1997 1997
----------- ----------- --------- ---------- ----------- ----------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:
Net sales............ $843,286 $901,038 $985,574 $1,063,228 $1,236,650 $1,313,489 $1,370,146 $1,551,820
Cost and expenses:
Cost of products
sold............. 784,601 836,658 916,562 988,926 1,150,695 1,220,977 1,274,969 1,447,842
Selling, general
and
administrative
expenses......... 42,179 44,093 46,285 49,324 54,023 57,138 59,484 63,160
Operating profit..... 16,506 20,287 22,727 24,978 31,932 35,374 35,693 40,818
Net income........... 7,042 9,202 10,428 12,016 16,748 17,781 18,222 21,464
Net income per common
share.............. .18 .24 .27 .30 .38 .40 .41 .47
PERCENTAGE OF NET
SALES:
Net sales............ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost and expenses:
Cost of products
sold............. 93.0 92.9 93.0 93.0 93.0 93.0 93.1 93.3
Selling, general
and
administrative
expenses......... 5.0 4.9 4.7 4.6 4.4 4.4 4.3 4.1
Operating profit..... 2.0 2.2 2.3 2.3 2.6 2.7 2.6 2.6
Net income........... 0.8 1.0 1.1 1.1 1.4 1.4 1.3 1.4
NET SALES GROWTH:
Year-over-year....... 28.1% 36.5% 55.6% 50.0% 46.6% 45.8% 39.0% 46.0%
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities of $85.7 million during the first
six months of fiscal 1998 was primarily attributable to income from operations
of $39.7 million combined with a decrease in inventories and an increase in
accounts payable.

Net cash used in investing activities of $49.5 million during the first six
months of fiscal 1998 was attributable to the payment of $35.4 million related
to the acquisition of the common and preferred stock of Macrotron AG (see Note
12 of Notes to Consolidated Financial Statements) combined with the Company's
continuing investment of $14.1 million in its management information systems,
office facilities and its distribution center facilities. The Company expects to
make capital expenditures of approximately $50 million during fiscal 1998 to
further expand its management information systems capability, office facilities
and distribution centers.

Net cash used in financing activities of $34.8 million during the first six
months of fiscal 1998 reflects a loan of $60.0 million to Macrotron AG, net of
borrowings under its revolving credit loans of $20.0 million and proceeds of
$5.3 million from issuance of Common Stock.

15
<PAGE> 18

In July 1997, the Company increased its accounts receivable securitization
program from $325 million to $400 million and in August 1997 entered into a new
$550 million three-year multi-currency revolving credit loan agreement with 20
banks. The Company currently maintains domestic and foreign revolving credit
agreements which provide maximum short-term borrowings of approximately $980
million (including local country credit lines), of which $416 million was
outstanding at July 31, 1997. The Company believes that the proceeds from the
Offerings and the Notes Offering, if consummated, along with cash from
operations, available and obtainable bank credit lines and trade credit from its
vendors will be sufficient to satisfy its working capital and capital
expenditure needs through fiscal 1998.

ASSET MANAGEMENT

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

The Company attempts to control losses on credit sales by closely
monitoring customers' creditworthiness through evaluating detailed information
on customer payment history and other relevant information. In addition, the
Company participates in a national credit association which exchanges credit
information on mutual customers. The Company has credit insurance which insures
a percentage of the credit extended by the Company to certain of its larger
domestic and international customers against possible loss. Customers who
qualify for credit terms are typically granted net 30 day payment terms. The
Company also sells product on a prepay or credit card basis or through
commercial finance companies.

IMPACT OF INFLATION

The Company has not been adversely affected by inflation as technological
advances and competition within the microcomputer industry have generally caused
prices of the products purchased by the Company to decline. Management believes
that any price increases could be passed on to its customers, as prices charged
by the Company are not set by long-term contracts.

RECENT ACCOUNTING PRONOUNCEMENTS

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("FAS 123"), which is effective for the Company's fiscal year
ended January 31, 1997. FAS 123 encourages, but does not require, companies to
recognize compensation expense based on the fair value of grants of stock, stock
options and other equity investments to employees. Although expense recognition
for employee stock-based compensation is not mandatory, FAS 123 requires that
companies not adopting must disclose the pro forma effect on net income and
earnings per share. The Company will continue to apply prior accounting rules
and make pro forma disclosures as required. See Note 6 of Notes to Consolidated
Financial Statements for the pro forma effect on net income and earnings per
share.

16
<PAGE> 19

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128")
which is effective for financial statements issued for periods ending after
December 15, 1997. SFAS 128 simplifies the previous standards for computing
earnings per share and requires the disclosure of basic and diluted earnings per
share. For the year ended January 31, 1997 and for the subsequent interim
periods reported, the amount reported as net income per common share is not
materially different than that which would have been reported for basic and
diluted earnings per share in accordance with SFAS 128.

17
<PAGE> 20

BUSINESS

Tech Data is the world's second largest distributor of microcomputer
hardware and software products to value-added resellers, corporate resellers,
retailers and direct marketers. Tech Data distributes products throughout the
United States, Canada, Latin America, Germany, France, Switzerland and Austria.
The Company purchases its products directly from more than 900 manufacturers of
microcomputer hardware and publishers of software in large quantities, maintains
a stocking inventory of more than 45,000 products and sells to an active base of
over 70,000 customers. The Company believes its broad assortment of vendors and
products meets its customers' need for a cost effective link to such products
through a single source.

The Company provides its customers with systems, peripherals, networking
products and software, which accounted for 25%, 40%, 19% and 16%, respectively,
of net sales in the first six months of fiscal 1998. The Company offers products
from manufacturers and publishers such as Apple, Bay Networks, Cisco, Compaq,
Corel, Creative Labs, Digital Equipment, Epson, Hewlett-Packard, IBM, Intel,
Microsoft, Novell, Okidata, Seagate, Symantec, 3Com, Toshiba, Viewsonic and
Western Digital. The Company ships products from regionally located distribution
centers generally the same day the orders are received. The customers are
provided with a high level of service through flexible financing and credit
programs, the Company's pre- and post-sale technical support, electronic
commerce tools (including on-line order entry, access to product specifications
and electronic data interchange services), product configuration services,
customized shipping documents, flexible product return policies and customer
education programs.

INDUSTRY

The wholesale distribution model, like that of the Company, has proven to
be well-suited for both manufacturers and publishers of microcomputer products
("vendors") and resellers of those products. The large number and diversity of
resellers makes it cost efficient for vendors to rely on wholesale distributors,
which can leverage distribution costs across multiple vendors, to outsource a
portion of their distribution, credit, marketing and support services.
Similarly, due to the large number of vendors and products, resellers often
cannot or choose not to establish direct purchasing relationships with vendors.
Instead they rely on wholesale distributors, which can leverage purchasing costs
across multiple resellers, to satisfy a significant portion of their product
procurement and delivery, financing, marketing and technical support needs.

The U.S. microcomputer distribution market grew from $17 billion in 1992 to
$33 billion in 1996. This growth represents a compound annual rate of 18%, while
the overall U.S. microcomputer industry grew at a compound annual rate of 13%
during the same period. The Company's U.S. sales grew during this period at a
compound annual rate of 45%. The Company believes that the rates of growth of
the Company and the wholesale distribution segment of the microcomputer industry
have outpaced that of the microcomputer industry as a whole for three principal
reasons. First, as a result of the use of open systems and off-the-shelf
components, hardware and software products are viewed as commodities. The
resulting price competition, coupled with rising selling costs and shorter
product life cycles, make it difficult for manufacturers and publishers to
efficiently sell directly to resellers and has prompted them to rely on more
cost-efficient methods of distribution. Second, resellers have increasingly
relied on wholesale distributors such as Tech Data for product availability and
flexible financing alternatives rather than stocking large inventories
themselves and maintaining credit lines to finance working capital needs. Third,
restrictions by certain major manufacturers on sales through wholesale
distributors have eased gradually. Since the beginning of 1995, the Company has
been able to sell certain of those manufacturers' products under more
competitive terms and conditions ("open-sourcing"). Historically, these
previously restricted product lines were sold by master resellers, or
aggregators (whose business model was similar to wholesale distributors, but
focused on relatively few product lines), to a network of franchise dealers.
Open-sourcing has virtually eliminated any advantage that these aggregators
enjoyed as a result of their exclusive sourcing arrangements.

18
<PAGE> 21

A recent trend in wholesale distribution is the expansion of electronic
commerce. The increasing utilization of electronic ordering and information
delivery systems, including the ability to transact business over the World Wide
Web, has had, and is expected to continue to have, a significant impact on the
cost efficiency of the wholesale distribution industry. Distributors, such as
Tech Data, with the financial and technical resources to develop, implement and
operate state-of-the-art management information systems have been able to reduce
both their customers' and their own transaction costs through more efficient
purchasing and lower selling costs.

In addition, a trend has emerged whereby the final assembly of certain
products is performed by distributors. In order to compete more effectively and
lower their costs, major computer systems manufacturers that rely on the
wholesale distribution model have announced their intention to reduce their own
inventories and the inventories of their distributors and resellers by
implementing a build-to-order manufacturing process. These major manufacturers
have also begun to develop programs whereby final assembly will be performed at
the distribution level ("channel assembly") as compared to the current
build-to-forecast methodology employed by these manufacturers. Tech Data has
been selected by Compaq, Hewlett-Packard and IBM to participate in their
respective channel assembly programs.

The wholesale distribution industry is undergoing significant consolidation
as economies of scale and access to financial resources become more critical.
Large distributors, like the Company, that have been able to utilize economies
of scale to lower costs and pass on the savings to their customers in the form
of reduced prices have continued to take market share.

BUSINESS STRATEGY

Tech Data, as the world's second largest distributor of microcomputer
products, believes that its infrastructure and the size of its operations
position it to gain share in its current markets as well as to continue to
expand into new geographic markets. The Company provides a broad array of
products and services for its customers, which allows them to satisfy their
needs from a single source. The Company's size and performance have allowed it
to make significant investments in personnel, management information systems,
distribution centers and other capital resources.

To maintain and enhance its leadership position in wholesale distribution,
the Company's business strategy includes the following main elements:

MAINTAIN LOW COST AND EFFICIENT OPERATIONS. The Company has pursued a
strategy of profitable revenue growth by providing its customers with the
benefit of operating efficiencies achieved through centralized management
and operations, stringent cost controls and automation. The Company
strictly regulates selling, general and administrative expenses; utilizes
its highly automated order placement and processing systems to efficiently
manage inventory and shipments and to reduce transaction costs; and
realizes economies of scale in product purchasing, financing and working
capital management. The Company has been successful in reducing selling,
general and administrative expenses as a percentage of net sales from 5.9%
in fiscal 1993 to 4.5% in fiscal 1997 and 4.2% for the first six months of
fiscal 1998.

LEVERAGE MANAGEMENT INFORMATION SYSTEMS. In order to further improve
its operating efficiencies and services to its customers, the Company
invested approximately $30 million in a scalable, state-of-the-art computer
information system which commenced operations in December 1994. This
system, which currently supports the Company's U.S. and Canadian operations
and Latin American export operations, allows the Company to improve
operating efficiencies and to offer additional services such as expanded
electronic commerce capabilities, including electronic data interchange and
Tech Data On-Line electronic ordering and information systems. The
Company's ordering system will be available on its World Wide Web site in
the near future. The Company believes that growth in its electronic
commerce capabilities will provide incremental economies of scale and
further reduce transaction costs.

19
<PAGE> 22

OFFER A BROAD AND BALANCED PRODUCT MIX. The Company offers its
customers a broad assortment of leading technology products. Currently, the
Company offers more than 45,000 products from more than 900 manufacturers
and publishers. By offering a broad product assortment, the Company enables
its customers to procure product more efficiently by reducing the number of
their direct vendor relationships. The Company is continually broadening
its product assortment and has recently expanded its offerings of
communication products as a result of the convergence of the computing and
telecommunications markets. The Company maintains a balanced product line
of systems, peripherals, networking products and software to minimize the
effects of fluctuation in supply and demand

FOSTER CUSTOMER LOYALTY THROUGH SUPERIOR CUSTOMER SERVICE. Tech
Data's sales force provides superior customer service through a dedicated
team approach in order to differentiate itself from its competitors and
foster customer loyalty. The Company believes its strategy of not competing
with its customer base, unlike many of its competitors, also promotes
customer loyalty.

BROADEN GEOGRAPHIC COVERAGE THROUGH INTERNATIONAL EXPANSION. The
Company plans to take advantage of its strong financial position, vendor
relationships and distribution expertise to continue to expand its business
in the markets it currently serves and additional strategic geographic
markets. The Company's expansion strategy focuses on identifying companies
with significant market positions and quality management teams in markets
where there is developed or emerging demand for microcomputer products.
Following expansion into a new market, Tech Data enhances its market share
by providing capital, adding new product lines, delivering value-added
services and providing operational expertise. The Company's operations have
expanded from its North American focus to include Europe with the
acquisition in fiscal 1995 of France's largest wholesale microcomputer
distributor and the acquisition in July 1997 of a majority interest in
Macrotron AG, Germany's third largest wholesale microcomputer distributor.
During the current fiscal year, the Company also continued its
international expansion through the development of an in-country subsidiary
in Brazil, which stocks and distributes products locally.

VENDOR RELATIONS

The Company's strong financial and industry positions have enabled it to
obtain contracts with most leading manufacturers and publishers. The Company
purchases products directly from more than 900 manufacturers and publishers,
generally on a nonexclusive basis. The Company's vendor agreements are believed
to be in the form customarily used by each manufacturer and typically contain
provisions which allow termination by either party upon 60 days notice.
Generally, the Company's vendor agreements do not require it to sell a specified
quantity of products or restrict the Company from selling similar products
manufactured by competitors. Consequently, the Company has the flexibility to
terminate or curtail sales of one product line in favor of another product line
as a result of technological change, pricing considerations, product
availability, customer demand and vendor distribution policies. Vendor
agreements generally contain stock rotation and price protection provisions
which, along with the Company's inventory management policies and practices,
reduce the Company's risk of loss due to slow-moving inventory, vendor price
reductions, product updates or obsolescence. Under the terms of most of the
Company's distribution agreements, vendors will credit the Company for declines
in inventory value resulting from the vendors' price reductions if the Company
complies with certain conditions. In addition, under most vendor agreements, the
Company has the right to return for credit or exchange for other products a
portion of those inventory items purchased, within a designated period of time.
A vendor who elects to terminate a distribution agreement generally will
repurchase from the Company the vendor's products carried in the Company's
inventory. While the industry practices discussed above are sometimes not
embodied in written agreements and do not protect the Company in all cases from
declines in inventory value, management believes that these practices provide a
significant level of protection from such declines. See "Risk Factors -- Risk of
Declines in Inventory Value."

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<PAGE> 23

Major computer systems manufacturers have begun to re-engineer their
manufacturing processes whereby final assembly will also be performed by the
Company as compared to the current "build-to-forecast" methodology employed by
these manufacturers. Tech Data has been selected by Compaq, Hewlett-Packard and
IBM to participate in their respective channel assembly programs. The Company
currently performs configuration services at its South Bend, Indiana
distribution center which has been ISO 9002 certified and plans to expand its
configuration and final assembly service capabilities into its new Fontana,
California and Swedesboro, New Jersey distribution centers later this year.

In addition to providing manufacturers and publishers with one of the
largest bases of resellers in the United States, Canada, Latin America, Germany,
France, Switzerland and Austria, the Company also offers manufacturers and
publishers the opportunity to participate in a number of special promotions,
training programs and marketing services targeted to the needs of its customers.

No single vendor accounted for more than 10% of the Company's net sales
during fiscal 1997, 1996 or 1995, except sales of Compaq products which
accounted for 12% of net sales in fiscal 1997. For the first six months of
fiscal 1998, only Compaq and Hewlett-Packard accounted for more than 10% of net
sales, representing 14% and 11% of net sales, respectively.

CUSTOMERS, PRODUCTS AND SERVICES

The Company sells more than 45,000 microcomputer products including
systems, peripherals, networking and software purchased directly from
manufacturers and publishers in large quantities for sale to an active customer
base of more than 70,000 VARs, corporate resellers, retailers and direct
marketers.

VARs typically do not have the resources to establish a large number of
direct purchasing relationships or stock significant product inventories. This
market segment is attractive because VARs, which currently constitute
approximately 60% of Tech Data's net sales, generally rely on distributors as
their principal source of computer products and financing. Corporate resellers,
retailers and direct marketers may establish direct relationships with
manufacturers and publishers for their more popular products, but utilize
distributors as the primary source for other product requirements and the
alternative source for products acquired direct.

The Company has established the Tech Data Elect Program, which includes
cost-plus pricing on certain high volume products, primarily computer systems
and printers, and other special terms to target corporate resellers and other
resellers that prior to open-sourcing, purchased products from aggregators.
Corporate resellers currently constitute approximately 23% of the Company's net
sales. Tech Data also has developed special programs to meet the unique needs of
retail and direct marketers, which customers currently constitute approximately
17% of the Company's net sales. No single customer accounted for more than 5% of
the Company's net sales during fiscal 1997, 1996 or 1995 nor for the first six
months of fiscal 1998.

The Company pursues a strategy of expanding its product line to offer its
customers a broad assortment of products. If demand for certain products sold by
the Company exceeds the supply available from the vendors, the Company generally
receives an allocation of the products available. Management believes that the
Company's ability to compete is not adversely affected by these periodic
shortages and the resulting allocations.

Tech Data provides customers a high-level of service through flexible
customer financing and credit programs, the Company's pre-and post-sale
technical support, electronic commerce tools (including on-line order entry,
access to product specifications and EDI services), customized shipping
documents, product configuration services, flexible product return policies and
customer education programs.

21
<PAGE> 24

The Company believes that providing its customers with the proper level of
credit is essential to sales growth. Tech Data devotes significant resources to
proactively review customer credit balances, provide a variety of credit
programs and monitor customer credit status.

The Company delivers products throughout the United States, Canada, Latin
America, Germany, France, Switzerland and Austria from its fourteen distribution
centers in Miami, Florida; Atlanta, Georgia; Paulsboro, New Jersey; Ft. Worth,
Texas; South Bend, Indiana; Ontario, California; Union City, California;
Mississauga, Ontario (Canada); Richmond, British Columbia (Canada); Sao Paulo,
Brazil; Munich, Germany; Bobigny (Paris), France; Hunenberg, Switzerland and
Vienna, Austria. Locating distribution centers near its customers enables the
Company to efficiently deliver products on a timely basis, thereby reducing
customers' need to invest in inventory.

The Company recently completed the expansion of three of its seven U.S.
distribution centers and is in the process of expanding two others. The Company
will have a total of 1.8 million square feet of distribution space later this
year as compared to the previous capacity of 700,000 square feet. Four of the
new U.S. distribution center locations include adjacent land which provide
enough space to double the capacity of each of these locations to meet future
growth requirements.

SALES AND ELECTRONIC COMMERCE

Currently, the Company's sales force consists of approximately 60 field
sales representatives and 1,065 inside telemarketing sales representatives.
Field sales representatives are located in major metropolitan areas. Each field
representative is supported by inside telemarketing sales teams covering a
designated territory. The Company's team concept provides a stronger personal
relationship between representatives of the customers and Tech Data. Territories
with no field representation are serviced exclusively by the inside
telemarketing sales teams. Customers typically call their inside sales teams on
dedicated toll-free numbers to place orders. If the product is in stock and the
customer has available credit, customer orders received by 5:00 p.m. local time
are generally shipped the same day from the distribution facility nearest the
customer.

Customers rely upon the Company's electronic ordering and information
systems, World Wide Web site, product catalogs and frequent mailings as sources
for product information, including prices. The Company's on-line computer system
allows the inside sales teams to check for current stocking levels in each of
the seven United States distribution centers. Likewise, inside sales teams in
Canada, Brazil, Germany, France, Switzerland and Austria can check on stocking
levels in their respective distribution centers. Through "Tech Data On-Line,"
the Company's proprietary electronic on-line system, U.S. customers can gain
remote access to the Company's data processing system to check product
availability and pricing and to place an order. Certain of the Company's larger
customers have available EDI services whereby orders, order acknowledgments,
invoices, inventory status reports, customized pricing information and other
industry standard EDI transactions are consummated on-line which improves
efficiency and timeliness for both the Company and the customers. Customers
currently can check product availability and pricing via the Company's World
Wide Web site. The Company's ordering system will be available on the World Wide
Web site in the near future. During the first six months of fiscal 1998, the
Company received orders accounting for approximately 20% of its U.S. net sales
and approximately 50% of its total order lines through its electronic ordering
systems.

The Company provides comprehensive training to its field and inside sales
representatives regarding technical characteristics of products and the
Company's policies and procedures. Each new domestic sales representative
attends a four to six-week course provided in-house by the Company. In addition,
the Company's ongoing training program is supplemented by product seminars
offered daily by vendors.

COMPETITION

The Company operates in a market characterized by intense competition.
Competition within the industry is based on product availability, credit
availability, price, delivery and various services and support provided by the
distributor to the customer. The Company believes that it is positioned to

22
<PAGE> 25

compete effectively with other distributors in these areas. Major competitors
include Ingram Micro, Inc. and Merisel, Inc. in North America; Computer 2000 and
CHS Electronics, Inc. in Europe; and a variety of local and regional
distributors in all geographic markets in which the Company operates. The only
competitor larger than the Company, based on worldwide sales, is Ingram Micro,
Inc.

The Company also competes with manufacturers and publishers who sell
directly to resellers and end-users. The Company nevertheless believes that in
the majority of cases, manufacturers and publishers choose to sell products
though distributors rather than directly because of the relatively small volume
and high selling costs associated with numerous small orders. Management also
believes that the Company's prompt delivery of products and efficient handling
of returns provide an important competitive advantage over manufacturers' and
publishers' efforts to market their products directly.

EMPLOYEES

On July 31, 1997, the Company had approximately 4,580 full-time employees,
which includes approximately 800 employees of Macrotron AG. The Company enjoys
excellent relations with its employees, all of whom are non-union.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

The geographic areas in which the Company operates are the United States
(including exports to Latin America and the Caribbean), France and Canada. On
July 1, 1997, the Company entered into Germany, Austria and Switzerland through
the acquisition of a majority interest of the voting stock in Macrotron AG. See
Note 10 and Note 12 of Notes to Consolidated Financial Statements regarding the
geographical distribution of the Company's net sales, operating income and
identifiable assets and the recent acquisition of Macrotron AG.

MANAGEMENT

The executive officers of the Company, their ages, and their present
positions with the Company as of October 1, 1997 are as follows:

<TABLE>
<S> <C> <C>
Steven A. Raymund...................... 41 Chairman of the Board of Directors and
Chief Executive Officer
Anthony A. Ibarguen.................... 38 President and Chief Operating Officer
Jeffery P. Howells..................... 40 Executive Vice President of Finance and
Chief Financial Officer
Peggy K. Caldwell...................... 52 Senior Vice President of Marketing
Timothy J. Curran...................... 45 Senior Vice President of Sales
Lawrence W. Hamilton................... 40 Senior Vice President of Human
Resources
Yuda Saydun............................ 44 Senior Vice President and General
Manager -- Latin America
Theodore F. Augustine.................. 50 Vice President of Distribution and
Logistics
Patrick O. Connelly.................... 51 Vice President of Worldwide Credit
Services
Charles V. Dannewitz................... 42 Vice President of Taxes
Arthur W. Singleton.................... 36 Vice President, Treasurer and Secretary
Joseph B. Trepani...................... 37 Vice President and Worldwide Controller
David R. Vetter........................ 38 Vice President and General Counsel
</TABLE>

23
<PAGE> 26

EXECUTIVE OFFICERS

STEVEN A. RAYMUND, CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE
OFFICER, has been employed by the Company since 1981, serving as Chief Executive
Officer since January 1986 and as Chairman of the Board of Directors since April
1991. He has a B.S. Degree in Economics from the University of Oregon and a
Masters Degree from the Georgetown University School of Foreign Service.

ANTHONY A. IBARGUEN, PRESIDENT AND CHIEF OPERATING OFFICER, joined the
Company in September 1996 as President of the Americas and was appointed
President and Chief Operating Officer in March 1997. Prior to joining the
Company, he was employed by ENTEX Information Services, Inc. from August 1993 to
August 1996 as Executive Vice President of Sales and Marketing. From June 1990
to August 1993, he was employed by JWP, Inc. most recently as a Vice President.
Mr. Ibarguen holds a B.S. Degree in Marketing from Boston College and a Masters
in Business Administration Degree from Harvard University.

JEFFERY P. HOWELLS, EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL
OFFICER, joined the Company in October 1991 as Vice President of Finance and
assumed the responsibilities of Chief Financial Officer in March 1992. In March
1993, he was promoted to Senior Vice President of Finance and Chief Financial
Officer and was promoted to Executive Vice President of Finance and Chief
Financial Officer in March 1997. From June 1991 through September 1991, he was
employed as Vice President of Finance of Inex Vision Systems. From 1979 to May
1991, he was employed by Price Waterhouse, most recently as a Senior Audit
Manager. Mr. Howells is a Certified Public Accountant and holds a B.B.A. Degree
in Accounting from Stetson University.

PEGGY K. CALDWELL, SENIOR VICE PRESIDENT OF MARKETING, joined the Company
in May 1992. Prior to joining the Company, she was employed by International
Business Machines Corporation for 25 years, most recently serving in a variety
of senior management positions in the National Distribution Division. Ms.
Caldwell holds a B.S. Degree in Mathematics and Physics from Bucknell
University.

TIMOTHY J. CURRAN, SENIOR VICE PRESIDENT OF SALES, joined the Company in
April 1997. Prior to joining the Company, he was employed by Panasonic
Communications and Systems Company (including various other Panasonic
affiliates) from 1983 to 1997 serving in a variety of senior management
positions. Mr. Curran holds a B.A. Degree in History from the University of
Notre Dame and a Ph.D. in International Relations from Columbia University.

LAWRENCE W. HAMILTON, SENIOR VICE PRESIDENT OF HUMAN RESOURCES, joined the
Company in August 1993 as Vice President of Human Resources and was promoted to
Senior Vice President in March 1996. Prior to joining the Company, he was
employed by Bristol-Myers Squibb Company from 1985 to August 1993, most recently
as Vice President -- Human Resources and Administration of Linvatec Corporation
(a division of Bristol-Myers Squibb Company). Mr. Hamilton holds a B.A. Degree
in Political Science from Fisk University and a Masters of Public
Administration, Labor Policy from the University of Alabama.

YUDA SAYDUN, SENIOR VICE PRESIDENT AND GENERAL MANAGER -- LATIN AMERICA,
joined the Company in May 1993 as Vice President and General Manager -- Latin
America. In March 1997, he was promoted to Senior Vice President and General
Manager -- Latin America. Prior to joining the Company, he was employed by
American Express Travel Related Services Company, Inc. from 1982 to May 1993,
most recently as Division Vice President, Cardmember Marketing. Mr. Saydun holds
a B.S. Degree in Political and Diplomatic Sciences from University Libre de
Bruxelles and a Masters of Business Administration Degree, Finance/Marketing
from U.C.L.A.

THEODORE F. AUGUSTINE, VICE PRESIDENT OF DISTRIBUTION AND LOGISTICS, joined
the Company in July 1996. Prior to joining the Company he served as President of
M-Group Logistics, Inc. from June 1995 to July 1996. From 1989 to June 1995, he
was employed by The Eli Witt Company as Executive Vice President and Chief
Operations Officer. Mr. Augustine holds a Masters of Business Administration
Degree from Loyola College.

PATRICK O. CONNELLY, VICE PRESIDENT OF WORLDWIDE CREDIT SERVICES, joined
the Company in August 1994. Prior to joining the Company, he was employed by
Unisys Corporation for nine years as

24
<PAGE> 27

Worldwide Director of Credit. Mr. Connelly holds a B.A. Degree in History and
French from the University of Texas at Austin.

CHARLES V. DANNEWITZ, VICE PRESIDENT OF TAXES, joined the Company in
February 1995. Prior to joining the Company, he was employed by Price Waterhouse
for 13 years, most recently as a Tax Partner. Mr. Dannewitz is a Certified
Public Accountant and holds a B.S. Degree in Accounting from Illinois Wesleyan
University.

ARTHUR W. SINGLETON, VICE PRESIDENT, TREASURER AND SECRETARY, joined the
Company in January 1990 as Director of Finance and was appointed Treasurer and
Secretary in April 1991. In February 1995, he was promoted to Vice President,
Treasurer and Secretary. Prior to joining the Company, Mr. Singleton was
employed by Price Waterhouse from 1982 to December 1989, most recently as an
Audit Manager. Mr. Singleton is a Certified Public Accountant and holds a B.S.
Degree in Accounting from Florida State University.

JOSEPH B. TREPANI, VICE PRESIDENT AND WORLDWIDE CONTROLLER, joined the
Company in March 1990 as Controller and held the position of Director of
Operations from October 1991 through January 1995. In February 1995, he was
promoted to Vice President and Worldwide Controller. Prior to joining the
Company, Mr. Trepani was Vice President of Finance for Action Staffing, Inc.
from July 1989 to February 1990. From 1982 to June 1989, he was employed by
Price Waterhouse. Mr. Trepani is a Certified Public Accountant and holds a B.S.
Degree in Accounting from Florida State University.

DAVID R. VETTER, VICE PRESIDENT AND GENERAL COUNSEL, joined the Company in
June 1993. Prior to joining the Company, he was employed by the law firm of
Robbins, Gaynor & Bronstein, P.A. from 1984 to June 1993, most recently as a
partner. Mr. Vetter is a member of the Florida Bar and holds a B.A. Degree in
English and Economics from Bucknell University and a J.D. Degree from the
University of Florida.

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock by a person that, for United States federal income tax purposes, is a
non-resident alien individual, a foreign corporation, a foreign partnership or
an estate or trust, in each case not subject to United States federal income tax
on a net income basis in respect of income or gain from Common Stock (a
"non-U.S. holder"). This discussion does not consider the specific facts and
circumstances that may be relevant to particular holders and does not address
the treatment of non-U.S. holders of Common Stock under the laws of any state,
local or foreign taxing jurisdiction. Further, the discussion is based on
provisions of the United States Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations thereunder, and administrative and judicial
interpretations thereof, all as in effect on the date hereof and all of which
are subject to change on a possibly retroactive basis. Each prospective holder
is urged to consult a tax advisor with respect to the United States federal tax
consequences of acquiring, holding and disposing of Common Stock, as well as any
tax consequences that may arise under the laws of any state, local or foreign
taxing jurisdiction.

DIVIDENDS

Dividends paid to a non-U.S. holder of Common Stock will be subject to
withholding of United States federal income tax at a 30% rate or such lower rate
as may be specified by an applicable income tax treaty, unless the dividends are
effectively connected with the conduct of a trade or business within the United
States (and are attributable to a United States permanent establishment of such
holder, if an applicable income tax treaty so requires as a condition for the
non-U.S. holder to be subject to United States income tax on a net income basis
in respect of such dividends). Such "effectively connected" dividends are
subject to tax at rates applicable to United States citizens, resident aliens
and domestic United States corporations, and are not generally subject to
withholding. Any such effectively connected dividends received by a non-United
States corporation may also, under certain circumstances, be subject

25
<PAGE> 28

to an additional "branch profits tax" at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty.

Under current United States Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that
country (unless the payor has knowledge to the contrary) for purposes of the
withholding discussed above and, under the current interpretation of United
States Treasury regulations, for purposes of determining the applicability of
tax treaty rate. Under proposed United States Treasury regulations (the
"Proposed Regulations"), however, a non-U.S. holder of Common Stock who wishes
to claim the benefit of an applicable treaty rate would be required to satisfy
applicable certification requirements. In addition, under the Proposed
Regulations, in the case of Common Stock held by a foreign partnership, (x) the
certification requirement would generally be applied to the partners of the
partnership and (y) the partnership would be required to provide certain
information, including a United States taxpayer identification number. The
Proposed Regulations also provide look-through rules for tiered partnerships. It
is not certain whether, or in what form, the Proposed Regulations will be
adopted as final regulations.

A non-U.S. holder of Common Stock that is eligible for a reduced rate of
United States withholding tax pursuant to a tax treaty may obtain a refund of
any excess amounts currently withheld by filing an appropriate claim for refund
with the United States Internal Revenue Service.

GAIN ON DISPOSITION OF COMMON STOCK

A non-U.S. holder generally will not be subject to United States federal
income tax in respect of gain recognized on disposition of Common Stock except
in the following circumstances: (i) the gain is effectively connected with a
trade or business conducted by the non-U.S. holder in the United States (and is
attributable to a permanent establishment maintained in the United States by
such non-U.S. holder if an applicable income tax treaty so requires as a
condition for such non-U.S. holder to be subject to United States taxation on a
net income basis in respect of gain from the sale or other disposition of the
Common Stock); (ii) in the case of a non-U.S. holder who is an individual and
holds the Common Stock as a capital asset, such holder is present in the United
States for 183 or more days in the taxable year of the sale and certain other
conditions exist; or (iii) the Company is or has been a "United States real
property holding corporation" for federal income tax purposes and the non-U.S.
holder held, directly or indirectly at any time during the five-year period
ending on the date of disposition, more than 5% of the Common Stock (and is not
eligible for any treaty exemption). Effectively connected gains realized by a
corporate non-U.S. Holder may also, under certain circumstances, be subject to
an additional "branch profits tax" at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty.

The Company has not been, is not, and does not anticipate becoming a
"United States real property holding corporation" for federal income tax
purposes.

FEDERAL ESTATE TAXES

Common Stock held by a non-U.S. holder at the time of death will be
included in such holder's gross estate for United States federal estate tax
purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Under current law, United States information reporting requirements (other
than reporting of dividend payments for purposes of the withholding tax noted
above) and backup withholding tax generally will not apply to dividends paid to
non-U.S. holders that are either subject to the 30% withholding discussed above
or that are not so subject because an applicable tax treaty reduces such
withholding. Otherwise, backup withholding of United States federal income tax
at a rate of 31% may apply to dividends paid with respect to Common Stock to
holders that are not "exempt recipients" and that fail to provide certain
information (including the holder's United States taxpayer identification
number). Generally, unless the payor of dividends has definite knowledge that
the payee is a United

26
<PAGE> 29

States person, the payor may treat dividend payments to a payee with a foreign
address as exempt from information reporting and backup withholding, However,
under the Proposed Regulations, dividend payments generally will be subject to
information reporting and backup withholding unless applicable certification
requirements are satisfied. See the discussion above with respect to the rules
applicable to foreign partnerships under the Proposed Regulations.

In general, United States information reporting and backup withholding
requirements also will not apply to a payment made outside the United States of
the proceeds of a sale of Common Stock through an office outside the United
States of a non-United States broker. However, United States information
reporting (but not backup withholding) requirements will apply to a payment made
outside the United States of the proceeds of a sale of Common Stock through an
office outside the United States of a broker that is a United States person,
that derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States, or that is a "controlled
foreign corporation" as to the United States, unless the broker has documentary
evidence in its records that the holder or beneficial owner is a non-United
States person or the holder or beneficial owner otherwise establishes an
exemption. Payment of the proceeds of the sale of Common Stock to or through a
United States office of a broker is currently subject to both United States
backup withholding and information reporting unless the holder certifies its
non-United States status under penalties of perjury or otherwise establishes an
exemption.

A non-United States holder generally may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate
claim for refund with the United States Internal Revenue Service.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"), all
of which may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material also can be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy and information
statements and other information concerning the Company can also be inspected at
The Nasdaq National Market at 1735 K Street, N.W., Washington, D.C. 20006 or
from the Commission's World Wide Web site at http://www.sec.gov.

This Prospectus constitutes part of a Registration Statement filed by the
Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further information with
respect to the Company and the Common Stock. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, where a copy of such document has been filed as an exhibit to the
Registration Statement or otherwise has been filed with the Commission,
reference is made to the copy so filed. Each such statement is qualified in its
entirety by such reference.

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<PAGE> 30

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the Commission
pursuant to the Exchange Act, File No. 0-14625, and are incorporated herein by
reference:

1. Annual Report on Form 10-K for the fiscal year ended January 31, 1997.

2. Quarterly Report on Form 10-Q for the quarter ended April 30, 1997.

3. Quarterly Report on Form 10-Q for the quarter ended July 31, 1997.

4. Proxy Statement for the Annual Meeting of Shareholders held on June 10,
1997.

5. The Registration Statement on Form 8-A under the Exchange Act as filed
with the Commission on May 14, 1986.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Mr. Arthur W.
Singleton, Vice President, Treasurer and Secretary of the Company, at Tech Data
Corporation, 5350 Tech Data Drive, Clearwater, Florida 37760.

VALIDITY OF THE SHARES

The validity of the shares offered hereby will be passed upon for the
Company by Schifino & Fleischer, P.A., Tampa, Florida, and for the Underwriters
by Sullivan & Cromwell, New York, New York.

EXPERTS

The financial statements as of January 31, 1997 and 1996 and for each of
the three years in the period ended January 31, 1997 included in this Prospectus
have been so included in reliance on the report of Price Waterhouse LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.

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<PAGE> 31

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants.......... F-2
Consolidated Balance Sheet.................................. F-3
Consolidated Statement of Income............................ F-4
Consolidated Statement of Changes in Shareholders' Equity... F-5
Consolidated Statement of Cash Flows........................ F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>

F-1
<PAGE> 32

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of Tech Data Corporation:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of changes in shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Tech Data Corporation and its subsidiaries at January 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended January 31, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Price Waterhouse LLP

Tampa, Florida
March 18, 1997

F-2
<PAGE> 33

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
JANUARY 31,
------------------------ JULY 31,
1996 1997 1997
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 1,154 $ 661 $ 2,125
Accounts receivable, less allowance of $22,669,
$23,922 and $28,079........................... 445,202 633,579 700,806
Inventories...................................... 465,422 759,974 705,636
Prepaid and other assets......................... 39,010 55,796 43,828
---------- ---------- ----------
Total current assets..................... 950,788 1,450,010 1,452,395
Property and equipment, net........................ 61,610 65,597 69,999
Investment in and advances to Macrotron AG......... 104,567
Excess of cost over acquired net assets, net....... 6,376 5,922 5,696
Other assets, net.................................. 25,105 23,765 22,575
---------- ---------- ----------
$1,043,879 $1,545,294 $1,655,232
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit loans........................... $ 283,100 $ 396,391 $ 416,428
Current portion of long-term debt................ 519 201 207
Accounts payable................................. 433,374 658,732 696,297
Accrued expenses................................. 32,091 42,693 43,348
---------- ---------- ----------
Total current liabilities................ 749,084 1,098,017 1,156,280
Long-term debt..................................... 9,097 8,896 8,791
---------- ---------- ----------
758,181 1,106,913 1,165,071
---------- ---------- ----------
Commitments and contingencies (Note 8)
Shareholders' equity:
Preferred stock, par value $.02; 226,500 shares
authorized and issued; liquidation preference
$.20 per share................................ 5 5 5
Common stock, par value $.0015; 100,000,000,
100,000,000 and 200,000,000 shares authorized;
37,930,655, 43,291,423 and 43,947,402 issued
and outstanding............................... 57 65 66
Additional paid-in capital....................... 130,045 226,577 241,025
Retained earnings................................ 153,310 210,283 249,969
Cumulative translation adjustment................ 2,281 1,451 (904)
---------- ---------- ----------
Total shareholders' equity............... 285,698 438,381 490,161
---------- ---------- ----------
$1,043,879 $1,545,294 $1,655,232
========== ========== ==========
</TABLE>

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

F-3
<PAGE> 34

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31,
------------------------------------ -----------------------
1995 1996 1997 1996 1997
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales...................... $2,418,410 $3,086,620 $4,598,941 $2,048,802 $2,921,966
---------- ---------- ---------- ---------- ----------
Cost and expenses:
Cost of products sold........ 2,219,122 2,867,226 4,277,160 1,905,488 2,722,811
Selling, general and
administrative expenses... 127,951 163,790 206,770 95,609 122,644
---------- ---------- ---------- ---------- ----------
2,347,073 3,031,016 4,483,930 2,001,097 2,845,455
---------- ---------- ---------- ---------- ----------
Operating profit............... 71,337 55,604 115,011 47,705 76,511
Interest expense............... 13,761 20,086 21,522 10,802 12,653
---------- ---------- ---------- ---------- ----------
Income before income taxes..... 57,576 35,518 93,489 36,903 63,858
Provision for income taxes..... 22,664 13,977 36,516 14,459 24,172
---------- ---------- ---------- ---------- ----------
Net income..................... $ 34,912 $ 21,541 $ 56,973 $ 22,444 $ 39,686
========== ========== ========== ========== ==========
Net income per common share.... $ .91 $ .56 $ 1.35 $ .57 $ .88
========== ========== ========== ========== ==========
Weighted average common shares
outstanding.................. 38,258 38,138 42,125 39,231 45,122
========== ========== ========== ========== ==========
</TABLE>

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

F-4
<PAGE> 35

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL CUMULATIVE TOTAL
--------------- --------------- PAID-IN RETAINED TRANSLATION SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT EQUITY
------ ------ ------ ------ ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance -- January 31, 1994.... 227 $5 36,547 $54 $126,091 $ 87,176 $-- $213,326
Issuance of common stock in
business combination....... 1,144 3 9,681 9,684
Issuance of common stock for
stock options exercised and
related tax benefit........ 117 1,856 1,856
Net income................... 34,912 34,912
Translation adjustments...... 1,048 1,048
--- -- ------ --- -------- -------- ------- --------
Balance -- January 31, 1995.... 227 5 37,808 57 127,947 131,769 1,048 260,826
Issuance of common stock for
stock options exercised and
related tax benefit........ 123 2,098 2,098
Net income................... 21,541 21,541
Translation adjustments...... 1,233 1,233
--- -- ------ --- -------- -------- ------- --------
Balance -- January 31, 1996.... 227 5 37,931 57 130,045 153,310 2,281 285,698
Issuance of common stock for
stock options exercised and
related tax benefit........ 760 1 13,223 13,224
Issuance of common stock net
of offering costs.......... 4,600 7 83,309 83,316
Net income................... 56,973 56,973
Translation adjustments...... (830) (830)
--- -- ------ --- -------- -------- ------- --------
Balance -- January 31, 1997.... 227 5 43,291 65 226,577 210,283 1,451 438,381
Issuance of common stock in
business acquisition
(unaudited)................ 407 1 9,198 9,199
Issuance of common stock for
stock options exercised and
related tax benefit
(unaudited)................ 249 5,250 5,250
Net income (unaudited)....... 39,686 39,686
Translation adjustments
(unaudited)................ (2,355) (2,355)
--- -- ------ --- -------- -------- ------- --------
Balance -- July 31, 1997
(unaudited).................. 227 $5 43,947 $66 $241,025 $249,969 $ (904) $490,161
=== == ====== === ======== ======== ======= ========
</TABLE>

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

F-5
<PAGE> 36

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31,
--------------------------------------- -------------------------
1995 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers.................. $ 2,326,613 $ 2,933,831 $ 4,390,916 $ 1,975,983 $ 2,844,302
Cash paid to suppliers and employees.......... (2,382,799) (2,854,653) (4,513,309) (1,983,984) (2,713,420)
Interest paid................................. (13,584) (20,276) (21,122) (10,788) (12,967)
Income taxes paid............................. (27,974) (11,628) (45,037) (17,064) (32,184)
----------- ----------- ----------- ----------- -----------
Net cash (used in) provided by operating
activities............................ (97,744) 47,274 (188,552) (35,853) 85,731
----------- ----------- ----------- ----------- -----------
Cash flows from investing activities:
Acquisition of business, net of cash
acquired.................................... (35,368)
Expenditures for property and equipment....... (21,351) (23,596) (19,229) (4,663) (12,847)
Software development costs.................... (18,696) (2,826) (2,024) (1,029) (1,240)
----------- ----------- ----------- ----------- -----------
Net cash used in investing activities... (40,047) (26,422) (21,253) (5,692) (49,455)
----------- ----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock........ 1,859 2,098 96,540 88,576 5,250
Net borrowings (repayments) from revolving
credit loans................................ 136,019 (21,684) 113,291 (47,129) 20,037
Loans to Macrotron AG......................... (60,000)
Principal payments on long-term debt.......... (1,058) (608) (519) (259) (99)
Proceeds from long-term debt.................. 789
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in) financing
activities............................ 137,609 (20,194) 209,312 41,188 (34,812)
----------- ----------- ----------- ----------- -----------
Net (decrease) increase in cash and cash
equivalents........................... (182) 658 (493) (357) 1,464
Cash and cash equivalents at beginning of
year.......................................... 678 496 1,154 1,154 661
----------- ----------- ----------- ----------- -----------
Cash and cash equivalents at end of year........ $ 496 $ 1,154 $ 661 $ 797 $ 2,125
=========== =========== =========== =========== ===========
Reconciliation of net income to net cash (used
in) provided by operating activities:
Net income.................................. $ 34,912 $ 21,541 $ 56,973 $ 22,444 $ 39,686
----------- ----------- ----------- ----------- -----------
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization................. 9,110 17,364 20,011 9,515 11,101
Provision for losses on accounts receivable... 17,768 17,433 19,648 9,422 10,437
Loss on disposal of fixed assets.............. 1,237 603 446
Deferred income taxes......................... (1,739) (5,603) (5,051)
Changes in assets and liabilities:
(Increase) in accounts receivable........... (90,600) (152,789) (208,025) (72,819) (77,664)
(Increase) decrease in inventories.......... (132,940) (100,891) (294,552) 25,032 54,338
Decrease (increase) in prepaid and other
assets.................................... 2,645 (7,254) (13,962) (309) 9,613
Increase (decrease) in accounts payable..... 62,132 239,161 225,358 (28,043) 37,565
(Decrease) increase in accrued expenses..... (269) 17,709 10,602 (1,095) 655
----------- ----------- ----------- ----------- -----------
Total adjustments......................... (132,656) 25,733 (245,525) (58,297) 46,045
----------- ----------- ----------- ----------- -----------
Net cash (used in) provided by operating
activities.............................. $ (97,744) $ 47,274 $ (188,552) $ (35,853) $ 85,731
=========== =========== =========== =========== ===========
</TABLE>

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

F-6
<PAGE> 37

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Tech Data
Corporation and its subsidiaries (the "Company"), all of which are wholly-owned.
All significant intercompany accounts and transactions have been eliminated in
consolidation.

METHOD OF ACCOUNTING

The Company prepares its financial statements in conformity with generally
accepted accounting principles. These principles require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Sales are recorded upon shipment. The Company allows its customers to
return product for exchange or credit subject to certain limitations. Provision
for estimated losses on such returns are recorded at the time of sale (see
product warranty below). Funds received from vendors for marketing programs and
product rebates are accounted for as a reduction of selling, general and
administrative expenses or product cost according to the nature of the program.

INVENTORIES

Inventories (consisting of computer related hardware and software products)
are stated at the lower of cost or market, cost being determined on the
first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed over
the estimated economic lives using the following methods:

<TABLE>
<CAPTION>
METHOD YEARS
--------------- ---------
<S> <C> <C>
Buildings and improvements.............................. Straight-line 31.5-39
Furniture, fixtures and equipment....................... Accelerated and 3-7
straight-line
</TABLE>

Expenditures for renewals and improvements that significantly add to
productive capacity or extend the useful life of an asset are capitalized.
Expenditures for maintenance and repairs are charged to operations when
incurred. When assets are sold or retired, the cost of the asset and the related
accumulated depreciation are eliminated from the accounts and any gain or loss
is recognized at such time.

EXCESS OF COST OVER ACQUIRED NET ASSETS

The excess of cost over acquired net assets is being amortized on a
straight-line basis over 15 years. Amortization expense was $602,000, $646,000
and $682,000 in 1997, 1996 and 1995, respectively. The accumulated amortization
of goodwill is approximately $2,264,000 and $1,727,000 at January 31, 1997 and
1996, respectively. In fiscal year 1996, the Company settled a liability related
to a previous acquisition and therefore recorded a $3,000,000 reduction in
goodwill. The Company evaluates, on a regular basis, whether events and
circumstances have occurred that indicate the carrying amount of

F-7
<PAGE> 38

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

goodwill may warrant revision or may not be recoverable. At January 31, 1997,
the net unamortized balance of goodwill is not considered to be impaired.

CAPITALIZED DEFERRED SOFTWARE COSTS

Deferred software costs are included in other assets and represent internal
development costs and payments to vendors for the design, purchase and
implementation of the computer software for the Company's operating and
financial systems. Such deferred costs are being amortized over three to seven
years with amortization expense of $4,611,000, $4,253,000 and $329,000 in 1997,
1996 and 1995, respectively. The accumulated amortization of such costs was
$9,193,000 and $4,582,000 at January 31, 1997 and 1996, respectively.

PRODUCT WARRANTY

The Company does not offer warranty coverage. However, to maintain customer
goodwill, the Company facilitates vendor warranty policies by accepting for
exchange (with the Company's prior approval) defective products within 60 days
of invoicing. Defective products received by the Company are subsequently
returned to the vendor for credit or replacement.

INCOME TAXES

Income taxes are accounted for under the liability method. Deferred taxes
reflect the tax consequences on future years of differences between the tax
bases of assets and liabilities and their financial reporting amounts.

FOREIGN CURRENCY TRANSLATION

The assets and liabilities of foreign operations are translated at the
exchange rates in effect at the balance sheet date, with the related translation
gains or losses reported as a separate component of shareholders' equity. The
results of foreign operations are translated at the weighted average exchange
rates for the year. Gains or losses resulting from foreign currency transactions
are included in the statement of income.

CONCENTRATION OF CREDIT RISK

The Company sells its products to a large base of value-added resellers
("VARs"), corporate resellers and retailers throughout the United
States,France,Canada, Latin America and the Caribbean. The Company performs
ongoing credit evaluations of its customers and generally does not require
collateral. The Company makes provisions for estimated credit losses at the time
of sale.

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments that are subject to fair value disclosure
requirements are carried in the consolidated financial statements at amounts
that approximate fair value.

NET INCOME PER COMMON SHARE

Net income per common share is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during each
period. Fully diluted and primary earnings per share are the same amounts for
each of the periods presented.

F-8
<PAGE> 39

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CASH MANAGEMENT SYSTEM

Under the Company's cash management system, disbursements cleared by the
bank are reimbursed on a daily basis from the revolving credit loans. As a
result, checks issued but not yet presented to the bank are not considered
reductions of cash or accounts payable. Included in accounts payable are
$111,826,000 and $69,789,000 at January 31, 1997 and 1996, respectively, for
which checks are outstanding.

STATEMENT OF CASH FLOWS

Short-term investments which have an original maturity of ninety days or
less are considered cash equivalents in the statement of cash flows. The effect
of changes in foreign exchange rates on cash balances is not material. See Note
9 of Notes to Consolidated Financial Statements regarding the non-cash exchange
of common stock in connection with a business combination.

FISCAL YEAR

The Company and its subsidiaries operate on a fiscal year that ends on
January 31, except for the Company's French subsidiary which operates on a
fiscal year that ends on December 31.

INTERIM FINANCIAL DATA

The interim financial data at July 31, 1997 and for the six months ended
July 31, 1996 and 1997 are unaudited; however, in the opinion of management,
such interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results of the interim
periods.

NOTE 2 -- PROPERTY AND EQUIPMENT:

<TABLE>
<CAPTION>
JANUARY 31,
-------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Land........................................................ $ 3,898 $ 3,898
Buildings and improvements.................................. 27,802 29,155
Furniture, fixtures and equipment........................... 58,721 75,982
Construction in progress.................................... 1,778 629
-------- --------
92,199 109,664
Less -- accumulated depreciation............................ (30,589) (44,067)
-------- --------
$ 61,610 $ 65,597
======== ========
</TABLE>

NOTE 3 -- REVOLVING CREDIT LOANS:

The Company has an agreement (the "Receivables Securitization Program")
with a financial institution that allows the Company to transfer an undivided
interest in a designated pool of accounts receivable on an ongoing basis to
provide borrowings up to a maximum of $300,000,000 (increased from $250,000,000
in January 1997 and subsequently increased to $325,000,000 in February 1997). As
collections reduce accounts receivable balances included in the pool, the
Company may transfer interests in new receivables to bring the amount available
to be borrowed up to the $300,000,000 maximum. The Company pays interest on
advances under the Receivables Securitization Program at a designated commercial
paper rate, plus an agreed-upon spread. At January 31, 1997, the Company had a
$215,000,000 outstanding balance under this program which is included in the
balance sheet caption "Revolving Credit Loans". This agreement expires December
31, 1997.

F-9
<PAGE> 40

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In May 1996, the Company entered into a new three-year unsecured $290
million multi-currency revolving credit facility replacing its former domestic,
French and Canadian credit agreements. The Company and its wholly-owned
subsidiaries are able to borrow funds in sixteen major foreign currencies under
this agreement.

As of January 31, 1997, the Company maintained domestic and foreign
revolving credit loan agreements (including the Receivables Securitization
Program) with a total of twelve financial institutions which provide for maximum
short-term borrowings of approximately $600,000,000 ($625,000,000 as of February
28, 1997). At January 31, 1997, the weighted average interest rate on all
short-term borrowings was 5.37%. The Company can fix the interest rate for
periods of 30 to 180 days under various interest rate options. The credit
agreements contain warranties and covenants that must be complied with on a
continuing basis, including the maintenance of certain financial ratios. At
January 31, 1997, the Company was in compliance with all such covenants. See
Note 12 of Notes to Consolidated Financial Statements.

NOTE 4 -- LONG-TERM DEBT:

<TABLE>
<CAPTION>
JANUARY 31,
---------------
1996 1997
------ ------
(IN THOUSANDS)
<S> <C> <C>
Mortgage note payable, interest at 10.25%, principal and
interest of $85,130 payable monthly, balloon payment due
2005...................................................... $9,005 $8,902
Mortgage note payable funded through Industrial Revenue
Bond, interest at 7.3%, principal and interest payable
quarterly, through 1999................................... 282 195
Other note payable.......................................... 329
------ ------
9,616 9,097
Less -- current maturities.................................. (519) (201)
------ ------
$9,097 $8,896
====== ======
</TABLE>

Principal maturities of long-term debt at January 31, 1997 for the
succeeding five fiscal years are as follows: 1998 -- $201,000; 1999 -- $213,000;
2000 -- $162,000; 2001 -- $155,000; 2002 -- $172,000.

Mortgage notes payable are secured by property and equipment with an
original cost of approximately $12,000,000. The Industrial Revenue Bond contains
covenants which require the Company to maintain certain financial ratios with
which the Company was in compliance at January 31, 1997.

F-10
<PAGE> 41

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 -- INCOME TAXES (IN THOUSANDS):

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>
JANUARY 31,
-----------------
1996 1997
------- -------
<S> <C> <C>
Deferred tax liabilities:
Accelerated depreciation.................................. $ 4,046 $ 6,863
Deferred revenue.......................................... 3,164 2,811
Other -- net.............................................. 1,378 3,525
------- -------
Total deferred tax liabilities..................... 8,588 13,199
------- -------
Deferred tax assets:
Accruals not currently deductible......................... 2,947 5,092
Reserves not currently deductible......................... 14,774 21,340
Capitalized inventory costs............................... 1,144 2,220
Other -- net.............................................. 338 213
------- -------
Total deferred tax assets.......................... 19,203 28,865
------- -------
Net deferred tax assets (included in prepaid and other
assets)................................................... $10,615 $15,666
======= =======
</TABLE>

Significant components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
---------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Current:
Federal................................................... $19,670 $15,107 $32,485
State..................................................... 3,748 2,932 5,897
Foreign................................................... 985 1,541 3,185
------- ------- -------
Total current...................................... 24,403 19,580 41,567
------- ------- -------
Deferred:
Federal................................................... (1,677) (4,656) (3,490)
State..................................................... (62) (625) (451)
Foreign................................................... (322) (1,110)
------- ------- -------
Total deferred..................................... (1,739) (5,603) (5,051)
------- ------- -------
$22,664 $13,977 $36,516
======= ======= =======
</TABLE>

The reconciliation of income tax attributable to continuing operations
computed at the U.S. federal statutory tax rates to income tax expense is as
follows:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
-----------------------
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Tax at U.S. statutory rates................................. 35.0% 35.0% 35.0%
State income taxes, net of federal tax benefit.............. 4.2 4.2 3.8
Other -- net................................................ .2 .2 .3
---- ---- ----
39.4% 39.4% 39.1%
==== ==== ====
</TABLE>

F-11
<PAGE> 42

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of pretax earnings are as follows:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
---------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
United States........................................... $55,155 $33,164 $88,536
Foreign................................................. 2,421 2,354 4,953
------- ------- -------
$57,576 $35,518 $93,489
======= ======= =======
</TABLE>

NOTE 6 -- EMPLOYEE BENEFIT PLANS:

STOCK COMPENSATION PLANS

At January 31, 1997, the Company had four stock-based compensation plans,
an employee stock ownership plan and a retirement savings plan, which are
described below. The Company applies APB Opinion 25 and related Interpretations
in accounting for its plans. Accordingly, no compensation cost has been
recognized for its fixed stock option plans and its stock purchase plan.

FIXED STOCK OPTION PLANS

In August 1985, the Board of Directors adopted the 1985 Incentive Stock
Option Plan (the "1985 Plan"), which covers an aggregate of 1,050,000 shares of
common stock. The options were granted to certain officers and key employees at
or above fair market value; accordingly, no compensation expense has been
recorded with respect to these options. Options are exercisable beginning two
years from the date of grant only if the grantee is an employee of the Company
at that time. No options may be granted under the 1985 Plan after July 31, 1995.

In June 1990, the shareholders approved the 1990 Incentive and
Non-Statutory Stock Option Plan (the "1990 Plan") which covers an aggregate of
5,000,000 shares (as amended in June 1994) of common stock. The 1990 Plan
provides for the granting of incentive and non-statutory stock options, stock
appreciation rights ("SARs") and limited stock appreciation rights ("Limited
SARs") at prices determined by the stock option committee, except for incentive
stock options which are granted at the fair market value of the stock on the
date of grant. Incentive options granted under the 1990 Plan become exercisable
over a five year period while the date of exercise of non-statutory options is
determined by the stock option committee. As of January 31, 1997, no SARs or
Limited SARs had been granted under the 1990 Plan. Options granted under the
1985 Plan and the 1990 Plan expire 10 years from the date of grant, unless a
shorter period is specified by the stock option committee.

In June 1995, the shareholders approved the 1995 Non-Employee Director's
Non-Statutory Stock Option Plan. Under this plan, the Company grants
non-employee members of its Board of Directors stock options upon their initial
appointment to the board and then annually each year thereafter. Stock options
granted to members upon their initial appointment vest and become exercisable at
a rate of 20% per year. Annual awards vest and become exercisable one year from
the date of grant. The number of shares subject to options under this plan
cannot exceed 100,000 and the options expire 10 years from the date of grant.

F-12
<PAGE> 43

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the status of the Company's stock option plans is as follows:

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 31, JANUARY 31,
1995 1996 1997
-------------------- --------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- -------- ---------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year... 1,515,956 $11.02 2,644,056 $15.62 3,081,110 $13.31
Granted............... 1,372,500 19.94 1,683,450 12.91 1,112,000 16.27
Exercised............. (116,900) 5.83 (79,800) 8.53 (675,492) 13.11
Canceled.............. (127,500) 15.02 (1,166,596) 18.45 (231,800) 13.72
--------- ---------- ---------
Outstanding at year
end................. 2,644,056 15.62 3,081,110 13.31 3,285,818 14.31
========= ========== =========
Options exercisable at
year end............ 180,660 494,460 576,862
Available for grant at
year end............ 2,351,000 1,785,000 905,000
</TABLE>

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------- ----------------------------
WEIGHTED AVERAGE
NUMBER REMAINING WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING CONTRACTUAL LIFE AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICES AT 1/31/97 (YEARS) EXERCISE PRICE AT 1/31/97 EXERCISE PRICE
--------------- ----------- ------------------------ -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$ 1.50-$10.00........ 139,500 4.9 $ 7.38 84,700 $ 6.31
11.00- 15.00........ 2,644,150 8.3 13.23 406,800 13.30
16.00- 30.00........ 502,168 8.2 21.83 85,362 20.19
--------- -------
3,285,818 8.2 14.31 576,862 13.29
========= =======
</TABLE>

EMPLOYEE STOCK PURCHASE PLAN

Under the 1995 Employee Stock Purchase Plan, approved in June 1995, the
Company is authorized to issue up to 1,000,000 shares of common stock to
eligible employees. Under the terms of the plan, employees can choose to have a
fixed dollar amount deducted from their compensation to purchase the Company's
common stock and/or elect to purchase shares once per calendar quarter. The
purchase price of the stock is 85% of the market value on the exercise date and
employees are limited to a maximum purchase of $25,000 fair market value each
calendar year. Since plan inception, the Company has sold 88,253 shares. All
shares purchased under this plan must be retained for a period of one year.

PRO FORMA EFFECT OF STOCK COMPENSATION PLANS

Had the compensation cost for the Company's stock option plans and employee
stock purchase plan been determined based on the fair value at the grant dates
for awards under the plans consistent with the method prescribed by Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", the Company's net income and net income per common share on a pro
forma basis would have been (in thousands, except per share data):

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
----------------------
1996 1997
--------- ---------
<S> <C> <C>
Net income.................................................. $19,937 $55,059
Net income per common share................................. $ .52 $ 1.31
</TABLE>

F-13
<PAGE> 44

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The preceding pro forma results were calculated with the use of the Black
Scholes option-pricing model. The following assumptions were used for the years
ended January 31, 1997 and 1996, respectively: (1) risk-free interest rates of
6.08% and 6.96%; (2) dividend yield of 0.0% and 0.0%; (3) expected lives of 5.08
and 5.08 years; and (4) volatility of 56% and 39%. Results may vary depending on
the assumptions applied within the model.

STOCK OWNERSHIP AND RETIREMENT SAVINGS PLANS

In February 1984, the Company established an employee stock ownership plan
(the "ESOP") covering substantially all U.S. employees. The ESOP provides for
distribution of vested percentages of the Company's common stock to
participants. Such benefit becomes fully vested after seven years of qualified
service. The Company also offers its U.S. employees a retirement savings plan
pursuant to section 401(k) of the Internal Revenue Code which provides for the
Company to match 50% of the first $1,000 of each participant's deferrals
annually. Contributions to these plans are made in amounts approved annually by
the Board of Directors. Aggregate contributions made by the Company to these
plans were $2,090,000, $1,659,000 and $1,268,000 for 1997, 1996 and 1995,
respectively.

NOTE 7 -- CAPITAL STOCK:

Each outstanding share of preferred stock is entitled to one vote on all
matters submitted to a vote of shareholders, except for matters involving
mergers, the sale of all Company assets, amendments to the Company's charter and
exchanges of Company stock for stock of another company which require approval
by a majority of each class of capital stock. In such matters, the preferred and
common shareholders will each vote as a separate class.

In July 1996, the Company completed a public offering of 4,600,000 shares
of common stock resulting in net proceeds to the Company of approximately
$83,316,000.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES:

OPERATING LEASES

The Company leases distribution facilities and certain equipment under
noncancelable operating leases which expire at various dates through 2005.
Future minimum lease payments under all such leases for the succeeding five
fiscal years are as follows: 1998 -- $9,036,000; 1999 -- $9,502,000; 2000 --
$8,824,000; 2001 -- $8,364,000; 2002 -- $3,795,000 and $4,596,000 thereafter.
Rental expense for all operating leases amounted to $10,160,000, $7,547,000 and
$6,500,000 in 1997, 1996 and 1995, respectively.

NOTE 9 -- ACQUISITIONS:

On March 24, 1994 the Company completed the non-cash exchange of 1,144,000
shares of its common stock for all of the outstanding capital stock of Softmart
International, S.A. (subsequently named Tech Data France, SNC), a privately-held
distributor of microcomputer products based in Paris, France. The acquisition
was accounted for as a pooling-of-interests effective February 1, 1994, however,
due to the immaterial size of the acquisition in relation to the consolidated
financial statements, prior period financial statements were not restated. In
connection with the issuance of the 1,144,000 shares of common stock, the
Company recorded an adjustment of $9,681,000 to beginning retained earnings.

NOTE 10 -- SEGMENT INFORMATION:

The Company is engaged in one business segment, the wholesale distribution
of microcomputer hardware and software products. The geographic areas in which
the Company operates are the United

F-14
<PAGE> 45

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

States (United States including exports to Latin America and the Caribbean) and
International (France and Canada). The geographical distribution of net sales,
operating income and identifiable assets are as follows (in thousands):

<TABLE>
<CAPTION>
UNITED STATES INTERNATIONAL ELIMINATIONS CONSOLIDATED
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
FISCAL YEAR 1995
- -------------------
Net sales to unaffiliated
customers.......................... $2,104,637 $313,773 $ -- $2,418,410
========== ======== ======= ==========
Operating income..................... $ 65,349 $ 5,988 $ -- $ 71,337
========== ======== ======= ==========
Identifiable assets.................. $ 677,910 $109,703 $(3,184) $ 784,429
========== ======== ======= ==========
FISCAL YEAR 1996
- -------------------
Net sales to unaffiliated
customers.......................... $2,654,750 $431,870 $ -- $3,086,620
========== ======== ======= ==========
Operating income..................... $ 48,419 $ 7,185 $ -- $ 55,604
========== ======== ======= ==========
Identifiable assets.................. $ 868,910 $174,969 $ -- $1,043,879
========== ======== ======= ==========
FISCAL YEAR 1997
- -------------------
Net sales to unaffiliated
customers.......................... $4,009,924 $589,017 $ -- $4,598,941
========== ======== ======= ==========
Operating income..................... $ 105,330 $ 9,681 $ -- $ 115,011
========== ======== ======= ==========
Identifiable assets.................. $1,327,156 $218,138 $ -- $1,545,294
========== ======== ======= ==========
</TABLE>

NOTE 11 -- UNAUDITED INTERIM FINANCIAL INFORMATION:

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------
APRIL 30 JULY 31 OCTOBER 31 JANUARY 31
-------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
FISCAL YEAR 1996
- -------------------
Net sales............................ $633,460 $ 708,836 $ 843,286 $ 901,038
Gross profit......................... 46,216 50,113 58,685 64,380
Net income........................... 1,849 3,448 7,042 9,202
Net income per common share.......... .05 .09 .18 .24
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------
APRIL 30 JULY 31 OCTOBER 31 JANUARY 31
-------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
FISCAL YEAR 1997
- -------------------
Net sales............................ $985,574 $1,063,228 $1,236,650 $1,313,489
Gross profit......................... 69,012 74,302 85,955 92,512
Net income........................... 10,428 12,016 16,748 17,781
Net income per common share.......... .27 .30 .38 .40
</TABLE>

NOTE 12 -- UNAUDITED SUBSEQUENT EVENTS:

ACQUISITION

On July 1, 1997 the Company acquired approximately 77% of the voting common
stock and 7% of the non-voting preferred stock of Macrotron AG ("Mactroton"), a
leading publicly held distributor of personal computer products based in Munich,
Germany. The initial acquisition was completed through an exchange of
approximately $26,000,000 in cash and 406,586 shares of the Company's common
stock,

F-15
<PAGE> 46

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

for a combined total value of $35,000,000. On July 10, 1997, the Company
commenced a tender offer for the remaining shares of Macrotron common and
preferred stock at a price per share of DM730 and DM600, respectively. As of
July 31, 1997, the Company owned or had under option approximately 94% and 18%
of Macrotron's common and preferred stock, respectively. The tender offer period
ended on September 5, 1997. The cash portion of the initial acquisition and the
related tender offer were funded from the Company's revolving credit loan
agreements.

The acquisition of Macrotron will be accounted for under the purchase
method. Consistent with the Company's accounting policy for foreign
subsidiaries, Macrotron's operations will be consolidated into the Company's
consolidated financial statements on a calendar year basis. Consequently, the
Company's fiscal quarter ending October 31, 1997 will include Macrotron's
operations for the three month period beginning July 1, 1997 and ending
September 30, 1997.

The following pro forma unaudited results of operations reflects the effect
on the Company's operations, as if the above described acquisition had occurred
at the beginning of each of the periods presented below:

<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 31,
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
Net sales................................................... $2,465,276 $3,489,199
Net income.................................................. $ 22,926 $ 40,759
Net income per common share................................. $ .58 $ .90
</TABLE>

The unaudited pro forma information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the Macrotron acquisition been consummated as of the beginning of
the periods above, nor are they necessarily indicative of future operating
results.

REVOLVING CREDIT LOANS

In July 1997, the Company increased its accounts receivable securitization
program from $325,000,000 to $400,000,000 and on August 28, 1997 entered into a
new $550,000,000 three-year multi-currency revolving credit loan agreement with
twenty banks. The Company currently maintains domestic and foreign revolving
credit agreements which provide maximum short-term borrowings of approximately
$980,000,000 (including local country credit lines), of which $416,000,000 was
outstanding at July 31, 1997.

CAPITAL STOCK

At the June 10, 1997 Annual Meeting of Shareholders, a proposal to increase
the Company's authorized common stock from 100,000,000 shares to 200,000,000 was
approved.

F-16
<PAGE> 47

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the U.S. Underwriters named below, and
each of such U.S. Underwriters, for whom Goldman, Sachs & Co., Bear, Stearns &
Co. Inc., The Robinson-Humphrey Company, LLC and NationsBanc Montgomery
Securities, Inc. are acting as representatives, has severally agreed to purchase
from the Company, the respective number of shares of Common Stock set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
----------- ------------
<S> <C>
Goldman, Sachs & Co.........................................
Bear, Stearns & Co. Inc.....................................
The Robinson-Humphrey Company, LLC..........................
NationsBanc Montgomery Securities, Inc......................

---------
Total............................................. 2,800,000
=========
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $ per share. The U.S. Underwriters may
allow, and such dealers may reallow, a concession in excess of $ to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.

The Company has entered into an underwriting agreement (the "International
Underwriting Agreement") with the underwriters of the international offering
(the "International Underwriters") providing for the concurrent offer and sale
of 700,000 shares of Common Stock in an international offering outside the
United States. The offering price and aggregate underwriting discounts and
commissions per share for the two offerings are identical. The closing of the
offering made hereby is a condition to the closing of the international
offering, and vice versa. The consummation of the Offerings and the Notes
Offering are not conditioned upon each other. The International Underwriters are
Goldman Sachs International, Bear, Stearns International Limited, The
Robinson-Humphrey Company, LLC and NationsBanc Montgomery Securities, Inc.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to certain exceptions, it will offer, sell
or deliver the shares of Common Stock, directly or indirectly, only in the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction
(the "United States") and to U.S. persons, which term shall mean, for purposes
of this paragraph: (a) any individual who is a resident of the United States or
(b) any corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters has agreed pursuant to the Agreement Between that, as
a part of the distribution of the shares offered as a part of the international
offering, and subject to certain exceptions, it will (i) not, directly or
indirectly, offer, sell or deliver shares of Common Stock (a) in the United
States or to any U.S. persons or (b) to any person who it believes intends to
reoffer, resell or deliver the shares in the United States or to any U.S.
persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.

U-1
<PAGE> 48

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of 420,000
additional shares of Common Stock solely to cover over-allotments, if any. If
the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
2,800,000 shares of Common Stock offered. The Company has granted the
International Underwriters a similar option to purchase up to an aggregate of
105,000 additional shares of Common Stock.

The Company has agreed that, during the period beginning from the date of
this Prospectus and continuing to and including the date 90 days after the date
of this Prospectus, it will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company (other than pursuant to employee stock
option plans existing, or on the conversion or exchange of convertible or
exchangeable securities outstanding, on the date of this Prospectus) which are
substantially similar to the shares of the Common Stock or which are convertible
or exchangeable into securities which are substantially similar to the shares of
the Common Stock without the prior written consent of the representatives,
except for the shares of Common Stock offered in connection with the concurrent
U.S. and international offerings and the shares of Common Stock issuable upon
conversion of the Notes.

In connection with the Offerings and the Notes Offering, the Underwriters
may purchase and sell the Common Stock and Notes in the open market. These
transactions may include over-allotment and stabilizing transactions, "passive"
market making (see below) and purchases to cover syndicate short positions
created by the Underwriters in connection with the Offerings and the Notes
Offering. Stabilizing transactions consist of certain bids or purchases for the
purpose of preventing or retarding a decline in the market price of the Common
Stock or the Notes; and syndicate short positions involve the sale by the
Underwriters of a greater number of shares of Common Stock or Notes than they
are required to purchase from the Company in the Offerings or the Notes
Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the Common Stock or Notes sold in the Offerings or the Notes Offering for their
account may be reclaimed by the syndicate if such Common Stock or Notes are
repurchased by the syndicate if such Common Stock or Notes are repurchased by
the syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Common Stock or
the Notes, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected on the Nasdaq National Market, in the
over-the-counter market or otherwise.

As permitted by Rule 103 under the Exchange Act, certain Underwriters (and
selling group members, if any) that are market makers ("passive market makers")
in the Common Stock may make bids for or purchases of the Common Stock in the
Nasdaq National Market until such time, if any, when a stabilizing bid for such
securities has been made. Rule 103 generally provides that (1) a passive market
maker's net daily purchases of the Common Stock may not exceed 30% of its
average daily trading volume in such securities for the two full consecutive
calendar months (or any 60 consecutive days ending within the 10 days)
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (2) a passive market maker may not effect
transactions or display bids for the Common Stock at a price that exceeds the
highest independent bid for the Common Stock by persons who are not passive
market makers and (3) bids made by passive market makers must be identified as
such.

An affiliate of NationsBanc Montgomery Securities, Inc. provides certain
commercial banking services to the Company.

U-2
<PAGE> 49

The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933. In
addition, the Underwriters have agreed to reimburse the Company for certain
expenses associated with the Offerings and the Notes Offering.

U-3
<PAGE> 50

==========================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................... 3
Risk Factors............................. 5
Use of Proceeds.......................... 8
Concurrent Notes Offering................ 8
Price Range of Common Stock.............. 9
Dividend Policy.......................... 9
Capitalization........................... 10
Selected Consolidated Financial Data..... 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................. 12
Business................................. 18
Management............................... 23
Certain United States Tax Consequences to
Non-U.S. Holders of Common Stock....... 25
Available Information.................... 27
Incorporation of Certain Documents by
Reference.............................. 28
Validity of the Shares................... 28
Experts.................................. 28
Index to Consolidated Financial
Statements............................. F-1
Underwriting............................. U-1
</TABLE>

==========================================================
==========================================================
3,500,000 SHARES

[TECH DATA LOGO]

COMMON STOCK

(PAR VALUE $.0015 PER SHARE)
------------------

PROSPECTUS

------------------
GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

THE ROBINSON-HUMPHREY COMPANY

NATIONSBANC MONTGOMERY
SECURITIES, INC.
REPRESENTATIVES OF THE UNDERWRITERS
==========================================================
<PAGE> 51

[ALTERNATIVE INTERNATIONAL COVER PAGE]
SUBJECT TO COMPLETION DATED OCTOBER 2, 1997

3,500,000 SHARES

[TECH DATA LOGO]
COMMON STOCK
(PAR VALUE $.0015 PER SHARE)
---------------------
Of the 3,500,000 shares of Common Stock offered, 700,000 shares are being
offered hereby in an international offering outside the United States and
2,800,000 shares are being offered in a concurrent United States offering. The
initial public offering price and the aggregate underwriting discount per share
will be identical for both offerings. See "Underwriting."

The last reported sale price of the Common Stock, which is quoted under the
symbol "TECD," on The Nasdaq National Market on September 30, 1997 was $46.00
per share. See "Price Range of Common Stock."

Concurrently with the Offerings, Tech Data Corporation is offering
$175,000,000 aggregate principal amount of its % Convertible Subordinated
Notes due , 2002 by a separate prospectus. The consummation of
the Offerings and the Notes Offering are not conditioned upon each other.

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT(1) COMPANY(2)
-------------- ------------ -----------
<S> <C> <C> <C>
Per Share....................... $ $ $
Total(3)........................ $ $ $
</TABLE>

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

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(2) Before deducting estimated expenses of $325,000 payable by the Company.
(3) The Company has granted the Underwriters options for 30 days to purchase up
to an additional 525,000 shares at the initial public offering price per
share, less the underwriting discount, solely to cover over-allotments. If
such options are exercised in full, the total initial public offering price,
underwriting discount and proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."
---------------------
The shares offered hereby are offered severally by the International
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that certificates for the shares will be ready for delivery in New York, New
York, on or about , 1997.
GOLDMAN SACHS INTERNATIONAL
BEAR, STEARNS INTERNATIONAL LIMITED
THE ROBINSON-HUMPHREY COMPANY
NATIONSBANC MONTGOMERY SECURITIES, INC.
---------------------

The date of this Prospectus is , 1997.
<PAGE> 52

[ALTERNATIVE INTERNATIONAL UNDERWRITING PAGES]

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the International Underwriters named
below, and each of the International Underwriters has severally agreed to
purchase from the Company, the respective number of shares of Common Stock set
forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
----------- ------------
<S> <C>
Goldman Sachs International.................................
Bear, Stearns International Limited.........................
The Robinson-Humphrey Company, LLC..........................
NationsBanc Montgomery Securities, Inc......................
-------
Total............................................. 700,000
=======
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
International Underwriters are committed to take and pay for all of the shares
offered hereby, if any are taken.

The International Underwriters propose to offer the shares of Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus and in part to certain securities dealers at
such price less a concession of $ per share. The International
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain brokers and dealers. After the shares of
Common stock are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the representatives.

The Company has entered into an underwriting agreement (the "U.S.
Underwriting Agreement") with the underwriters of the U.S. offering (the "U.S.
Underwriters") providing for the concurrent offer and sale of 2,800,000 shares
of Common Stock in a U.S. offering in the United States. The offering price and
aggregate underwriting discounts and commissions per share for the two offerings
are identical. The closing of the offering made hereby is a condition to the
closing of the U.S. offering, and vice versa. The consummation of the Offerings
and the Notes Offering are not conditioned upon each other. The representatives
of the U.S. Underwriters are Goldman, Sachs & Co., Bear, Stearns & Co. Inc., The
Robinson-Humphrey Company, LLC and NationsBanc Montgomery Securities, Inc.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters has agreed that, as a part of the distribution of the shares
offered hereby and subject to certain exceptions, it will offer, sell or deliver
the shares of Common Stock, directly or indirectly, only in the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (the "United
States") and to U.S. persons, which term shall mean, for purposes of this
paragraph: (a) any individual who is a resident of the United States or (b) any
corporation, partnership or other entity organized in or under the laws of the
United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters named herein has agreed pursuant to the Agreement
Between that, as a part of the distribution of the shares offered as a part of
the international offering, and subject to certain exceptions, it will (i) not,
directly or indirectly, offer, sell or deliver shares of Common Stock (a) in the
United States or to any U.S. persons or (b) to any person who it believes
intends to reoffer, resell or deliver the shares in the United States or to any
U.S. persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.

U-1
<PAGE> 53

The Company has granted the International Underwriters an option
exercisable for 30 days after the date of this Prospectus to purchase up to an
aggregate of 105,000 additional shares of Common Stock solely to cover
over-allotments, if any. If the International Underwriters exercise their
over-allotment option, the International Underwriters have severally agreed,
subject to certain conditions, to purchase approximately the same percentage
thereof that the number of shares to be purchased by each of them, as shown in
the foregoing table, bears to the 700,000 shares of Common Stock offered. The
Company has granted the U.S. Underwriters a similar option to purchase up to an
aggregate of 420,000 additional shares of Common Stock.

The Company has agreed that, during the period beginning from the date of
this Prospectus and continuing to and including the date 90 days after the date
of the Prospectus, it will not offer, sell, contract to sell or otherwise
dispose of any securities of the Company (other than pursuant to employee stock
option plans existing, or on the conversion or exchange of convertible or
exchangeable securities outstanding, on the date of this Prospectus) which are
substantially similar to the shares of the Common Stock or which are convertible
or exchangeable into securities which are substantially similar to the shares of
the Common Stock without the prior written consent of the International
Underwriters, except for the shares of Common Stock offered in connection with
the concurrent U.S. and international offerings and the shares of Common Stock
issuable upon conversion of the Notes.

Each International Underwriter has also agreed that (a) it has not offered
or sold and prior to the date six months after the date of issue of the shares
of Common Stock will not offer or sell any shares of Common Stock to persons in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (b) it
has complied, and will comply with, all applicable provisions of the Financial
Services Act of 1986 of Great Britain with respect to anything done by it in
relation to the shares of Common Stock in, from or otherwise involving the
United Kingdom, and (c) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection with the
issuance of the shares of Common Stock to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1995 of Great Britain or is a person to whom the document may
otherwise lawfully be issued or passed on.

Buyers of shares of Common Stock offered hereby may be required to pay
stamp taxes and other charges in accordance with the laws and practice of the
country of purchase in addition to the initial public offering price.

In connection with the Offerings and the Notes Offering, the Underwriters
may purchase and sell the Common Stock and the Notes in the open market. These
transactions may include over-allotment and stabilizing transactions, "passive"
market making (see below) and purchases to cover short positions created by the
Underwriters in connection with the Offerings and the Notes Offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of the Common Stock or the
Notes; and short positions involve the sale by the Underwriters of a greater
number of shares of Common Stock or Notes than they are required to purchase
from the Company in the Offerings or the Notes Offering. The Underwriters also
may impose a penalty bid, whereby selling concessions allowed to syndicate
members or other broker-dealers in respect of the Common Stock or Notes sold in
the Offerings and the Notes Offering for their account may be reclaimed by the
syndicate if such Common Stock or Notes are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the Common Stock or the Notes, which may
be higher than the price that might otherwise prevail in the open

U-2
<PAGE> 54

market; and these activities, if commenced, may be discontinued at any time.
These transactions may be effected on The Nasdaq National Market, in the
over-the-counter market or otherwise.

As permitted by Rule 103 under the Exchange Act, certain Underwriters (and
selling group members, if any) that are market makers ("passive market makers")
in the Common Stock may make bids for or purchases of the Common Stock in The
Nasdaq National Market until such time, if any, when a stabilizing bid for such
securities has been made. Rule 103 generally provides that (1) a passive market
maker's net daily purchases of the Common Stock may not exceed 30% of its
average daily trading volume in such securities of the two full consecutive
calendar months (or any 60 consecutive days ending within the 10 days)
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (2) a passive market maker may not effect
transactions or display bids for the Common Stock at a price that exceeds the
highest independent bid for the Common Stock by persons who are not passive
market makers and (3) bids made by passive market makers must be identified as
such.

An affiliate of NationsBanc Montgomery Securities, Inc. provides certain
commercial banking services to the Company.

U-3
<PAGE> 55

[ALTERNATIVE INTERNATIONAL BACK COVER PAGE]

==========================================================

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

TABLE OF CONTENTS

==========================================================
==========================================================
3,500,000 SHARES

[TECH DATA LOGO]

COMMON STOCK

(PAR VALUE $.0015 PER SHARE)
------------------

PROSPECTUS

------------------
GOLDMAN SACHS INTERNATIONAL

BEAR, STEARNS INTERNATIONAL
LIMITED

THE ROBINSON-HUMPHREY
COMPANY

NATIONSBANC MONTGOMERY
SECURITIES, INC.
==========================================================
<PAGE> 56

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 56,106
NASD Filing Fee............................................. 19,015
Printing and Engraving...................................... 100,000
Fees of Transfer Agent...................................... 1,000
Accountants Fees and Expenses............................... 15,000
Legal Fees and Expenses of Registrant's Counsel............. 30,000
Blue Sky Fees and Expenses.................................. 6,000
Miscellaneous............................................... 97,879
--------
Total............................................. $325,000
========
</TABLE>

Except for SEC registration fee and NASD filing fee, the foregoing fees are
estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's By-Laws include the following provisions:

ARTICLE NINE

INDEMNIFICATION

"9.1 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (include
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that this
conduct was unlawful.

9.2 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the Corporation, unless and
only

II-1
<PAGE> 57

to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person if fairly and
reasonably entitled to indemnity for such expenses that the court shall
deem proper.

9.3 To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 9.1 and 9.2, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

9.4 Except as provided in Section 9.3 and except as may be ordered by
a court, any indemnification under Sections 9.1 and 9.2 shall be made by
the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 9.1 and 9.2. Such a determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (3) by the affirmative vote of a
majority of the shares entitled to vote thereon owned by persons who were
not parties to such action, suit or proceeding.

9.5 Expenses, including attorneys' fees, incurred in defending a
civil or criminal action, suit, or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit, or
proceeding upon a preliminary determination following one of the procedures
set forth in Section 9.4 that the Director, officer, employee or agent met
the applicable standard of conduct set forth in Section 9.1 or Section 9.2
or as authorized by the Board of Directors in the specific case and, in
either event, upon receipt of an undertaking by or on behalf of the
Director, officer, employee, or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Section.

9.6 The Corporation shall have the power to make any other or further
indemnification of any of its Directors, officers employees, or agents,
under any By-Law, agreement, vote of shareholders or disinterested
Directors, or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, except an
indemnification against gross negligence or willful misconduct.

9.7 The indemnification provided by this Article Nine shall continue
as to a person who has ceased to be a Director, employee or agent and shall
inure to the benefit of the heirs, executors or administrators of such a
person.

9.8 The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against himself and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article
Nine.

9.9 If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholder
or by an insurance carrier pursuant to insurance maintained by the
Corporation, the Corporation shall, no later than the next annual meeting
of shareholders unless such a meeting is held within three months from the
date of such payment, and, in any event, within 15 months from the date of
such payment, deliver personally or send by first class mail to its
shareholders of record at the time entitled to vote for the election of
Directors a statement specifying the persons paid, the amounts paid, and
the nature and status at the time of such payment of the litigation or
threatened litigation."

II-2
<PAGE> 58

Chapter 607 of the General Statutes of the State of Florida permits a
corporation to indemnify its officers and directors against certain liabilities
and provides for the conditions thereof.

Reference is made to the Underwriting Agreement filed as part of Exhibit 1
to this Registration Statement, which contains provisions pursuant to which each
Underwriter agrees to indemnify the Company, each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act of 1933, as
amended, each director of the Company and each officer of the Company who signs
this Registration Statement against losses, liabilities, and reasonable
expenses, including attorneys' fees, arising out of claims under the Securities
Act of 1933 based upon material misstatements or omissions of material facts in
any Preliminary Prospectus, the Prospectus, or this Registration Statement, but
only to the extent that such misstatement or omission was made in any
Preliminary Prospectus, the Prospectus, or this Registration Statement in
reliance upon and in conformity with written information furnished to the
Company by the Underwriters expressly for use therein.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company undertakes, unless in the opinion of
its counsel the matter has been settled by controlling precedent, to submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and agrees to be governed by
the final adjudication of such issue.

ITEM 16. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a) The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C> <C>
1-A* -- Form of U.S. Underwriting Agreement.
1-B* -- Form of International Underwriting Agreement.
4-A(1) -- Articles of Incorporation of the Company as amended to April
23, 1986.
4-B(2) -- Articles of Amendment to Articles of Incorporation of the
Company filed on August 27, 1987.
4-C(3) -- By-laws of the Company as amended to November 28, 1995.
4-D(4) -- Articles of Amendment to Articles of Incorporation of the
Company filed on July 15, 1993.
4-E* -- Articles of Amendment to Articles of Incorporation of the
Company filed on June 25, 1997.
5* -- Opinion of Schifino & Fleischer, P.A.
10-TT* -- Amendment Number 2 to Amended and Restated Transfer and
Administration Agreement dated July 29, 1997.
10-UU* -- Revolving Credit and Reimbursement Agreement dated August
28, 1997.
23-A* -- Consent of Schifino & Fleischer, P.A., (included in Exhibit
5).
</TABLE>

II-3
<PAGE> 59

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<C> <C> <S>

23-B* -- Consent of Price Waterhouse LLP.
24* -- Power of Attorney is included on the Signature Page, page
II-6.
</TABLE>

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

* Filed herewith.

(1) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-4135.

(2) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-21997.

(3) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1996, File No. 0-14625.

(4) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1994, File No. 0-14625.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

II-4
<PAGE> 60

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide the Underwriters at
the closing specified in the underwriting documents, certificates in such
denominations and registered in such names are required by the Underwriters to
permit prompt deliverY to each purchaser.

II-5
<PAGE> 61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clearwater, State of Florida, on October 1st, 1997.

TECH DATA CORPORATION

By: /s/ STEVEN A. RAYMUND
------------------------------------
Steven A. Raymund,
Chairman of the Board of Directors;
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature to this Registration Statement appears below
hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them,
as his attorney-in-fact to sign on his behalf individually and in the capacity
stated below and to file all amendments and post-effective amendments to this
Registration Statement, and any and all instruments or documents filed as a part
of or in connection with this Registration Statement or the amendments thereto,
and the attorney-in-fact, or either of them, may make such changes and additions
to this Registration Statement as the attorney-in-fact, or either of them, may
deem necessary or appropriate.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ STEVEN A. RAYMUND Chairman of the Board of October 1, 1997
- ----------------------------------------------------- Directors; Chief Executive
Steven A. Raymund Officer

/s/ JEFFERY P. HOWELLS Executive Vice President of October 1, 1997
- ----------------------------------------------------- Finance and Chief Financial
Jeffery P. Howells Officer; (principal
financial officer)

/s/ JOSEPH B. TREPANI Vice President and Worldwide October 1, 1997
- ----------------------------------------------------- Controller; (principal
Joseph B. Trepani accounting officer)

/s/ CHARLES E. ADAIR Director October 1, 1997
- -----------------------------------------------------
Charles E. Adair

/s/ DANIEL M. DOYLE Director October 1, 1997
- -----------------------------------------------------
Daniel M. Doyle
</TABLE>

II-6
<PAGE> 62

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ DONALD F. DUNN Director October 1, 1997
- -----------------------------------------------------
Donald F. Dunn

/s/ EDWARD C. RAYMUND Director, Chairman Emeritus October 1, 1997
- -----------------------------------------------------
Edward C. Raymund

/s/ JOHN Y. WILLIAMS Director October 1, 1997
- -----------------------------------------------------
John Y. Williams
</TABLE>

II-7

<PAGE> 1
EXHIBIT 1-A

GOLDMAN, SACHS & CO. BEAR, STEARNS & CO. INC.
85 BROAD STREET 245 PARK AVENUE
NEW YORK, N.Y. 10004 NEW YORK, N.Y. 10167

THE ROBINSON-HUMPHREY COMPANY, LLC NATIONSBANC MONTGOMERY
ATLANTA FINANCIAL CENTER SECURITIES, INC.
3333 PEACHTREE ROAD, N.E. 600 MONTGOMERY STREET
ATLANTA, GA 30326 SAN FRANCISCO, CA 94111

TECH DATA CORPORATION

COMMON STOCK
PAR VALUE $.0015 PER SHARE

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

UNDERWRITING AGREEMENT
(U.S. VERSION)
----------------------

, 1997
Goldman, Sachs & Co.,
Bear, Stearns & Co. Inc.,
The Robinson-Humphrey Company, LLC
NationsBanc Montgomery Securities, Inc.
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

Tech Data Corporation, a Florida corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an
aggregate of 2,800,000 shares (the "Firm Shares") and, at the election of the
Underwriters, up to 420,000 additional shares (the "Optional Shares") of
Common Stock, par value $.0015 per share ("Stock"), of the Company (the Firm
Shares and the Optional Shares that the Underwriters elect to purchase pursuant
to Section 2 hereof being collectively called the "Shares").

It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement (the "International Underwriting
Agreement") providing for the sale by the Company of up to a total of 700,000
shares of Stock (the "International Shares"), including the overallotment
option thereunder, through arrangements with certain
<PAGE> 2

underwriters outside the United States (the "International Underwriters"), for
whom Goldman Sachs International, Bear, Stearns International Limited, the
Robinson-Humphrey Company, LLC and NationsBanc Montgomery Securities,
Inc. are acting as lead managers. Anything herein or therein to the
contrary notwithstanding, the respective closings under this Agreement and the
International Agreement are hereby expressly made conditional on one another.
The Underwriters hereunder and the International Underwriters are
simultaneously entering into an Agreement between U.S. and International
Underwriting Syndicates (the "Agreement between Syndicates") which provides,
among other things, for the transfer of shares of Stock between the two
syndicates. Two forms of prospectus are to be used in connection with the
offering and sale of shares of Stock contemplated by the foregoing, one
relating to the Shares hereunder and the other relating to the International
Shares. The latter form of prospectus will be identical to the former except
for certain substitute pages as included in the registration statement and
amendments thereto as mentioned below. Except as used in Sections 2, 3, 4, 9
and 11 herein, and except as the context may otherwise require, references
hereinafter to the Shares shall include all the shares of Stock which may be
sold pursuant to either this Agreement or the International Underwriting
Agreement, and references herein to any prospectus whether in preliminary or
final form, and whether as amended or supplemented, shall include both the U.S.
and the international versions thereof.

1. The Company represents and warrants to, and agrees with, each of
the Underwriters that:

(a) A registration statement on Form S-3 (File No. 333-....)
(the "Initial Registration Statement") in respect of the Shares has
been filed with the Securities and Exchange Commission (the
"Commission"); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore
delivered to you, and, excluding exhibits thereto but including all
documents incorporated by reference in the prospectus contained
therein, to you for each of the other Underwriters, have been declared
effective by the Commission in such form; other than a registration
statement, if any, increasing the size of the offering (a "Rule 462(b)
Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), which became effective
upon filing, no other document with respect to the Initial
Registration Statement or document incorporated by reference therein
has heretofore been filed with the Commission; and no stop order
suspending the effectiveness of the Initial Registration Statement,
any post-effective amendment thereto or the Rule 462(b) Registration
Statement, if any, has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission (any preliminary
prospectus included in the Initial Registration Statement or filed
with the Commission pursuant to Rule 424(a) of the rules and
regulations of the Commission under the Securities Act, is hereinafter
called a "Preliminary Prospectus"; the various parts of the Initial
Registration Statement and the Rule 462(b) Registration Statement, if
any, including all exhibits thereto and including (i) the information
contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof and deemed by virtue of Rule 430A under the Act to be part of

-2-
<PAGE> 3

the Initial Registration Statement at the time it was declared
effective and (ii) the documents incorporated by reference in the
prospectus contained in the registration statement at the time such
part of the registration statement became effective, each as amended
at the time such part of the registration statement became effective
or such part of the Rule 462(b) Registration Statement, if any became
or hereafter becomes effective, are hereinafter collectively called
the "Registration Statement"; such final prospectus, in the form first
filed pursuant to Rule 424(b) under the Act, is hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; and any reference to any amendment to
the Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act after the effective date of the Initial
Registration Statement that is incorporated by reference in the
Registration Statement);

(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not 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, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through Goldman, Sachs & Co.
expressly for use therein;

(c) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder, and none of
such documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an
untrue statement

-3-
<PAGE> 4

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; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
by an Underwriter through Goldman, Sachs & Co. expressly for use
therein;

(d) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects to
the requirements of the Act and the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, 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;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein;

(e) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute (other than the strike by employees of United Parcel Service
in August 1997) or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any
change in the capital stock, short-term debt (other than changes not
in excess of $___ in the aggregate) or long-term debt of the Company
or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus;

(f) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title
to all personal property owned by them, in each case free and clear of
all liens, encumbrances and defects except such as are described in
the Prospectus or such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be
made of such property by the Company and its subsidiaries; and any
real property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries;

-4-
<PAGE> 5

(g) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Florida, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus,
and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties or conducts
any business so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so
qualified in any such jurisdiction; and each subsidiary of the Company
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation;

(h) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of
the Company have been duly and validly authorized and issued, and are
fully paid and non-assessable and conform to the description of the
Stock contained or incorporated by reference in the Prospectus; and
all of the issued shares of capital stock of each subsidiary of the
Company have been duly and validly authorized and issued, are fully
paid and non-assessable and (except for directors' qualifying shares)
are owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims;

(i) The unissued Shares to be issued and sold by the Company
to the Underwriters hereunder and under the International Underwriting
Agreement have been duly and validly authorized and, when issued and
delivered against payment therefor as provided herein and in the
International Underwriting Agreement, will be duly and validly issued
and fully paid and non-assessable and will conform to the description
of the Stock contained or incorporated by reference in the Prospectus;

(j) The issue and sale of the Shares by the Company hereunder
and under the International Underwriting Agreement and the compliance
by the Company with all of the provisions of this Agreement and the
International Underwriting Agreement and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries is bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject, nor will such
action result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of
their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the
Shares or the consummation by the Company of the transactions
contemplated by this Agreement and the International Underwriting
Agreement, except the registration under the Act of the Shares and
such consents, approvals, authorizations,

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<PAGE> 6

registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters and the International
Underwriters;

(k) Neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or By-laws or in default
in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be
bound;

(l) The statements set forth or incorporated by reference in
the Prospectus under the caption "Description of Capital Stock",
insofar as they purport to constitute a summary of the terms of the
Stock, and under the caption "Underwriting", insofar as they purport
to describe the provisions of this Agreement and the International
UnderWriting Agreement referred to therein, are accurate, complete
and fair summaries of such documents;

(m) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject
which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material
adverse effect on the current or future consolidated financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries; and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

(n) The Company is not and, after giving effect to the
offering and sale of the Shares, will not be an "investment company"
or an entity "controlled" by an "investment company", as such terms
are defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");

(o) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 517.075, Florida
Statutes; and

(p) To the best of the Company's knowledge, Price Waterhouse,
who have certified certain financial statements of the Company and its
subsidiaries, are independent public accountants as required by the
Act and the rules and regulations of the Commission thereunder.

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<PAGE> 7

agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
at the purchase price per share set forth in clause (a) of this Section 2, that
portion of the number of Optional Shares as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction, the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.

The Company hereby grants to the Underwriters the right to purchase at
their election up to ............ Optional Shares, at the purchase price per
share set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the
Company, given within a period of 30 calendar days after the date of this
Agreement, setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Company otherwise agree in
writing, earlier than two or later than ten business days after the date of
such notice.

3. Upon the authorization by you of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon
the terms and conditions set forth in the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder,
in definitive form, and in such authorized denominations and
registered in such names as Goldman, Sachs & Co. may request upon at
least forty- eight hours' prior notice to the Company, shall be
delivered by or on behalf of the Company to Goldman, Sachs & Co.,
through the facilities of the Depository Trust Company, ("DTC") for
the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in
Federal (same day) funds. The Company will cause the certificates
representing the Shares to be made available for checking and
packaging at least twenty-four hours prior to the Time of Delivery
(as defined below) with respect thereto at the office of DTC or its
designated custodian (the "Designated Office"). The time and date of
such delivery and payment shall be, with respect to the Firm Shares,
9:30 a.m., New York City time, on ............., 1997 or such other
time and date as Goldman, Sachs & Co. and the Company may agree upon
in writing, and, with respect to the Optional Shares, 9:30 a.m., New
York time, on the date specified by Goldman, Sachs & Co. in the
written notice given by Goldman, Sachs & Co. of the Underwriters'
election to purchase such Optional Shares, or such other time and date
as Goldman, Sachs & Co. and the Company may agree upon in writing.
Such time and date for delivery of the Firm Shares is herein called
the "First Time of Delivery", such time and date for delivery of the
Optional Shares, if not the First Time of Delivery, is herein called
the

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<PAGE> 8

"Second Time of Delivery", and each such time and date for delivery is
herein called a "Time of Delivery".

(b) The documents to be delivered at Time of Delivery by or
on behalf of the parties hereto pursuant to Section 7 hereof,
including the cross receipt for the Shares and any additional
documents requested by the Underwriters pursuant to Section 7(j)
hereof, will be delivered at the offices of Sullivan & Cromwell, 1701
Pennsylvania Avenue, N.W., Washington, D.C. 20006 (the "Closing
Location"), and the Shares will be delivered at the Designated Office,
all at such Time of Delivery. A meeting will be held at the Closing
Location at 2:00 p.m., New York City time, on the New York Business
Day next preceding such Time of Delivery, at which meeting the final
drafts of the documents to be delivered pursuant to the preceding
sentence will be available for review by the parties hereto. For the
purposes of this Section 4, "New York Business Day" shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York are generally authorized or
obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and
to file such Prospectus pursuant to Rule 424(b) under the Act not
later than the Commission's close of business on the second business
day following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
under the Act; to make no further amendment or any supplement to the
Registration Statement or Prospectus prior to the last Time of
Delivery which shall be disapproved by you promptly after reasonable
notice thereof; to advise you, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed and to furnish you
with copies thereof; to file promptly all reports and any definitive
proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of the Prospectus and for so
long as the delivery of a prospectus is required in connection with the
offering or sale of the Shares; to advise you, promptly after it
receives notice thereof, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus, of the suspension of the
qualification of the Shares for offering or sale in any jurisdiction,
of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus or suspending any such
qualification, promptly to use its reasonable best efforts to obtain
the withdrawal of such order;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under
the securities laws of such

-8-
<PAGE> 9

jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of the Shares, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or
to file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from to
time, to furnish the Underwriters with copies of the Prospectus in New
York City in such quantities as you may reasonably request, and, if
the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Shares and if at such time
any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Act or the Exchange Act, to notify you and
upon your request to file such document and to prepare and furnish
without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance, and in
case any Underwriter is required to deliver a prospectus in connection
with sales of any of the Shares at any time nine months or more after
the time of issue of the Prospectus, upon your request but at the
expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as
soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement (as defined in
Rule 158(c) under the Act), an earnings statement of the Company and
its subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations thereunder (including,
at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and
continuing to and including the date 90 days after the date of the
Prospectus, not to offer, sell, contract to sell or otherwise dispose
of, except as provided hereunder and under the International
Underwriting Agreement, any securities of the Company that are
substantially similar to the Shares, including but not limited to any
securities that are convertible into or exchangeable for, or that
represent the right to receive, Stock or any such substantially
similar securities (other than pursuant to employee stock option plans
existing on, or upon the conversion or exchange of convertible or

-9-
<PAGE> 10

exchangeable securities outstanding as of, the date of this
Agreement), without your prior written consent;

(f) To furnish to its stockholders as soon as practicable
after the end of each fiscal year an annual report (including a
balance sheet and statements of income, stockholders' equity and cash
flows of the Company and its consolidated subsidiaries certified by
independent public accountants) and, as soon as practicable after the
end of each of the first three quarters of each fiscal year (beginning
with the fiscal quarter ending after the effective date of the
Registration Statement), consolidated summary financial information of
the Company and its subsidiaries for such quarter in reasonable
detail;

(g) During a period of five years from the effective date of
the Registration Statement, to furnish to you copies of all reports or
other communications (financial or other) furnished to stockholders,
and to deliver to you (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which any class of
securities of the Company is listed; and (ii) such additional
information concerning the business and financial condition of the
Company as you may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consolidated in
reports furnished to its stockholders generally or to the Commission);

(h) To use the net proceeds received by it from the sale of
the Shares pursuant to this Agreement and the International
Underwriting Agreement in the manner specified in the Prospectus under
the caption "Use of Proceeds";

(i) To use its reasonable best efforts to list for quotation
the Shares on the National Association of Securities Dealers Automated
Quotations National Market System or the New York Stock Exchange
(collectively, the "Exchange"); and

(j) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462(b) by 10:00 p.m., Washington,
D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the
Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the Act.

6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following:
(i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Shares under the Act
and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost
of printing or producing any Agreement among Underwriters, this Agreement,
the International Underwriting Agreement, the Agreement

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<PAGE> 11

between Syndicates, the Selling Agreement, the Blue Sky Memorandum, closing
documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Shares; (iii)
all expenses in connection with the qualification of the Shares for offering
and sale under state securities laws as provided in Section 5(b) hereof,
including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey;
(iv) all fees and expenses in connection with listing the Shares on NASDAQ; (v)
the filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the Shares;
(vi) the cost of preparing stock certificates; (vii) the cost and charges of
any transfer agent or registrar; and (viii) all other costs and expenses
incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11
hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, stock transfer taxes on resale of any of
the Shares by them, and any advertising expenses connected with any offers they
may make.

7. The obligations of the Underwriters hereunder, as to the
Shares to be delivered at each Time of Delivery, shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of such Time of Delivery, true
and correct in accordance with their terms, the condition that the Company shall
have performed all of its obligations in accordance with their terms hereunder
theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction (if the Company has
elected to rely upon Rule 462(b), the Rule 462(b) Registration
Statement shall have become effective by 10:00 p.m., Washington, D.C.
time, on the date of this Agreement);

(b) Sullivan & Cromwell, counsel for the Underwriters, shall
have furnished to you such opinion or opinions (each such opinion in
the form attached hereto as Annex II(a)), dated such Time of
Delivery, with respect to the incorporation of the Company, the
Shares, the Registration Statement and the Prospectus and such other
related matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably
request to enable them to pass upon such matters;

(c) Schifino & Fleischer, P.A., counsel for the Company,
shall have furnished to you their written opinion (in the form attached
as Annex

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<PAGE> 12

II(b) hereto), dated such Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(d) [ ], German counsel for the Company, shall have
furnished to you their written opinion (in the form attached hereto as
Annex II(c)), dated such Time of delivery.

(e) [ ], French counsel for the Company, shall have
furnished to you their written opinion (in the form attached hereto as
Annex II(d)), dated such Time of delivery.

(f) [ ], Canadian counsel for the Company, shall have
furnished to you their written opinion (in the form attached
hereto as Annex II (e)), dated such Time of delivery.

(g) [ ], California counsel to the Company, shall have
furnished to you their written opinion in the form attached
hereto as Annex II (f)), dated such Time of delivery.

(h) On the date of the Prospectus at a time prior to the
execution of this Agreement, at 9:30 a.m., New York City time, on the
effective date of any post-effective amendment to the Registration
Statement filed subsequent to the date of this Agreement and also at
each Time of Delivery, Price Waterhouse shall have furnished to you a
letter or letters, dated the respective dates of delivery thereof, in
form and substance satisfactory to you, to the effect set forth in
Annex I hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a
draft of the form of letter to be delivered on the effective date of
any post-effective amendment to the Registration Statement and as of
each time of delivery is attached as Annex I(b) hereto);

(i) (i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus any
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute (other than the strike by employees of United Parcel Service
in August 1997) or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus, and
(ii) since the respective dates as of which information is given in
the Prospectus there shall not have been any change in the capital
stock, short-term debt (other than changes not in excess or $___ in
the aggregate) or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective
change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries, otherwise than as set forth or contemplated in
the Prospectus, the effect of which, in any such case described in
Clause (i) or (ii), is in the judgment of the Representatives so
material and adverse as to make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Shares being
delivered at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;

(j) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities or
preferred stock by any "nationally recognized statistical rating
organization", as that term is defined by the Commission for purposes
of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any of the Company's
debt securities or preferred stock;

(k) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange or on
NASDAQ; (ii) a suspension or material

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<PAGE> 13

limitation in trading in the Company's securities on NASDAQ; (iii) a
general moratorium on commercial banking activities declared by either
Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if
the effect of any such event specified in this Clause (iv) in the
judgment of the representatives makes it impracticable or inadvisable
to proceed with the public offering or the delivery of the Shares
being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

(l) The Shares to be sold at such Time of Delivery shall have
been duly listed for quotation on the Exchange; and

(m) The Company shall have furnished or caused to be
furnished to you at such Time of Delivery certificates of officers of
the Company reasonably satisfactory to you as to the accuracy of the
representations and warranties of the Company herein at and as of such
Time of Delivery, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (i) of
this Section and as to such other matters as you may reasonably
request.

8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment 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 not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred;
provided, however, that the Company shall 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 an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which
the Company may become

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<PAGE> 14

subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment 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 not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, the
Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Goldman, Sachs &
Co. expressly for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as
such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall
be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of investigation.
No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless
such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf
of any indemnified party.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above

-14-
<PAGE> 15

in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other from the offering of the Shares.
If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault
of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Shares purchased
under this Agreement (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions
received by the Underwriters with respect to the Shares purchased
under this Agreement, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
the Company on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding
the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to
the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or
alleged omission. 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. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

-15-
<PAGE> 16

(e) The obligations of the Company under this Section 8 shall
be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each person,
if any, who controls any Underwriter within the meaning of the Act;
and the obligations of the Underwriters under this Section 8 shall be
in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions,
to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to
purchase the Shares which it has agreed to purchase hereunder at a
Time of Delivery, you may in your discretion arrange for you or
another party or other parties to purchase such Shares on the terms
contained herein. If within thirty-six hours after such default by
any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties
satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the
Company that you have so arranged for the purchase of such Shares, or
the Company notifies you that it has so arranged for the purchase of
such Shares, you or the Company shall have the right to postpone such
Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments
to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this
Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this
Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by
you and the Company as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed
one-eleventh of the aggregate number of all the Shares to be purchased
at such Time of Delivery, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the number of
Shares which such Underwriter agreed to purchase hereunder at such
Time of Delivery and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number of
Shares which such Underwriter agreed to purchase hereunder) of the
Shares of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

-16-
<PAGE> 17

right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or
Underwriters, then this Agreement (or, with respect to the Second Time
of Delivery, the obligations of the Underwriters to purchase and of
the Company to sell the Optional Shares) shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Shares.

11. If this Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Sections 6 and 8 hereof; but, if for any other reason,
any Shares are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Shares not so delivered, but the Company
shall then be under no further liability to any Underwriter in respect of the
Shares not so delivered except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to you as the representatives in care of Goldman,
Sachs & Co., 85 Broad Street, New York, New York 10004, Attention:
Registration Department; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth
in the Registration Statement, Attention: Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take
effect at the time of receipt thereof.

-17-
<PAGE> 18

13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Shares from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.

14. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

If the foregoing is in accordance with your understanding, please sign
and return to us [SEVEN] counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on
behalf of each of the Underwriters is pursuant to the authority set forth in a
form of Agreement among Underwriters (U.S. Version), the form of which shall be
submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.

Very truly yours,

Tech Data Corporation

By:
------------------------------
Name:
Title:
Accepted as of the date hereof:

Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
The Robinson-Humphrey Company, LLC
NationsBanc Montgomery Securities, Inc.

By:
-------------------------------------
(Goldman, Sachs & Co.)

-18-

On behalf of each of the Underwriters
<PAGE> 19

<TABLE>
<CAPTION>
Number of Optional
Total Number Shares
of Firm to be Purchased if
Underwriter Shares to be Maximum Option
----------- Purchased Exercised
------------ -----------------
<S> <C> <C>
Goldman, Sachs & Co. . . . . . . . . . . . . . .
Bear, Stearns & Co. Inc . . . . . . . . . . . . .
The Robinson-Humphrey Company, Inc. . . . . . . .
NationsBanc Montgomery Securities,
Inc.

Total . . . . . . . . . . . . . . . . . . .
</TABLE>

-19-
<PAGE> 20

ANNEX I
FORM OF ANNEX I DESCRIPTION OF COMFORT LETTER
FOR REGISTRATION STATEMENTS ON FORMS S-2 AND S-3

Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning
of the Act and the applicable published rules and regulations
thereunder;

(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if
applicable, financial forecasts and/or pro forma financial
information) examined by them and included or incorporated by
reference in the Registration Statement or the Prospectus comply
as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as
applicable, and the related published rules and regulations
thereunder; and, if applicable, they have made a review in
accordance with standards established by the American Institute
of Certified Public Accountants of the consolidated interim
financial statements;

(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public
Accountants of the unaudited condensed consolidated statements
of income, consolidated balance sheets and consolidated
statements of cash flows included in the Prospectus and/or
included in the Company's quarterly report on Form 10-Q
incorporated by reference into the Prospectus as indicated in
their reports thereon copies of which have been separately
furnished to the Representatives (other than the consolidated
balance sheets for the first fiscal quarter of 1997 and 1996,
respectively); and on the basis of specified procedures
including inquiries of officials of the Company who have
responsibility for financial and accounting matters regarding
whether the unaudited condensed consolidated financial
statements referred to in paragraph (vi)(A)(i) below comply as
to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related
published rules and regulations, nothing came to their attention
that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in
all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related
published rules and regulations;

<PAGE> 21

(iv) The unaudited selected financial information with
respect to the consolidated results of operations and financial
position of the Company for the five most recent fiscal years
included in the Prospectus and included or incorporated by
reference in Item 6 of the Company's Annual Report
on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the
audited consolidated financial statements for such five fiscal
years which were included or incorporated by reference in the
Company's Annual Reports on Form 10-K for such fiscal years;

(v) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing
standards, consisting of a reading of the unaudited financial
statements and other information referred to below, a reading of
the latest available interim financial statements of the Company
and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the date of the latest
audited financial statements included or incorporated by
reference in the Prospectus, inquiries of officials of the
Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as
may be specified in such letter, nothing came to their attention
that caused them to believe that:

(A) (i) the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or included or incorporated by reference in
the Company's Quarterly Reports on Form 10-Q incorporated by reference in the
Prospectus do not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the related
published rules and regulations, or (ii) any material modifications should be
made to the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus or included in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus, for them to be in
conformity with generally accepted accounting principles;

(B) any other unaudited income statement data and balance
sheet items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which such data
and items were derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial statements
included or incorporated by reference in the Company's Annual Report on Form
10-K for the most recent fiscal year;

-2-
<PAGE> 22

(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed financial
statements referred to in Clause (A) and any unaudited income statement data
and balance sheet items included in the Prospectus and referred to in Clause
(B) were not determined on a basis substantially consistent with the basis
for the audited financial statements included or incorporated by reference
in the Company's Annual Report on Form 10-K for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and the published rules and regulations thereunder
or the pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated capital
stock (other than issuances of capital stock upon exercise of options and
stock appreciation rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were outstanding
on the date of the latest balance sheet included or incorporated by
reference in the Prospectus) or any increase in the consolidated long-term
debt of the Company and its subsidiaries, or any decreases in consolidated
net current assets or stockholders' equity or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the latest
balance sheet included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in such letter;
and

(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to the
specified date referred to in Clause (E) there were any decreases in net
revenues or operating profit or the total or per share amounts of net income
or other items specified by the Representatives, or any increases in any
items specified by the Representatives, in each case as compared with the
comparable period of the preceding year specified by the Representatives,
except in each case for increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter; and

(vii) In addition to the examination referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (vi) above, they have carried out
certain specified procedures, not constituting an examination in accordance
with generally accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Representatives which
are derived from the general accounting records of the

-3-
<PAGE> 23

Company and its subsidiaries, which appear in the Prospectus (excluding
documents incorporated by reference) or in Part II of, or in exhibits and
schedules to, the Registration Statement specified by the Representatives or
in documents incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.

-4-

<PAGE> 1
EXHIBIT 1-B

Tech Data Corporation

COMMON STOCK
PAR VALUE $.0015 PER SHARE

________________

UNDERWRITING AGREEMENT
(INTERNATIONAL VERSION)

, 1997
---------------

Goldman Sachs International,
Bear, Stearns International Limited
The Robinson-Humphrey Company, LLC
NationsBanc Montgomery Securities, Inc.
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB, England.

Ladies and Gentlemen:

Tech Data Corporation, a Florida corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the Underwriters") an
aggregate of 700,000 shares (the "Firm Shares") and, at the election of the
Underwriters, up to 105,000 additional shares (the "Optional Shares") of Common
Stock, par value $.0015 per share (the "Stock") of the Company (the Firm Shares
and the Optional Shares which the Underwriters elect to purchase pursuant to
Section 2 hereof being collectively called the "Shares").

It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement, a copy of which is attached hereto
(the "U.S. Underwriting Agreement"), providing for the offering by the Company
of up to a total of 3,220,000 shares of Stock (the "U.S. Shares") including the
overallotment option thereunder through arrangements with certain underwriters
in the United States (the "U.S. Underwriters"), for whom Goldman, Sachs & Co.,
Bear, Stearns & Co. Inc., The Robinson-Humphrey Company, LLC and NationsBanc
Montgomery Securities, Inc. are acting as representatives. Anything herein and
therein to the contrary notwithstanding, the respective closings under this
Agreement and the U.S. Underwriting Agreement are hereby expressly made
conditional on one another. The Underwriters hereunder and the U.S.
Underwriters are simultaneously entering into an Agreement between U.S. and
International Underwriting Syndicates (the "Agreement between Syndicates")
which provides, among other things, for the transfer of shares of Stock between
the two syndicates and for consultation by the Lead Managers hereunder with
Goldman, Sachs & Co. prior to exercising the rights of the Underwriters under
Section 7
<PAGE> 2

hereof. Two forms of prospectus are to be used in connection with the offering
and sale of shares of Stock contemplated by the foregoing, one relating to the
Shares hereunder and the other relating to the U.S. Shares. The latter form of
prospectus will be identical to the former except for certain substitute pages
as included in the registration statement and amendments thereto as mentioned
below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the
context may otherwise require, references hereinafter to the Shares shall
include all of the shares of Stock which may be sold pursuant to either this
Agreement or the U.S. Underwriting Agreement, and references herein to any
prospectus whether in preliminary or final form, and whether as amended or
supplemented, shall include both of the U.S. and the international versions
thereof.

In addition, this Agreement incorporates by reference certain
provisions from the U.S. Underwriting Agreement (including the related
definitions of terms, which are also used elsewhere herein) and, for purposes
of applying the same, references (whether in these precise words or their
equivalent) in the incorporated provisions to the "Underwriters" shall be to
the Underwriters hereunder, to the "Shares" shall be to the Shares hereunder as
just defined, to "this Agreement" (meaning therein the U.S. Underwriting
Agreement) shall be to this Agreement (except where this Agreement is already
referred to or as the context may otherwise require) and to the representatives
of the Underwriters or to Goldman, Sachs & Co. shall be to the addressees of
this Agreement and to Goldman Sachs International ("GSI"), and, in general, all
such provisions and defined terms shall be applied mutatis mutandis as if the
incorporated provisions were set forth in full herein having regard to their
context in this Agreement as opposed to the U.S. Underwriting Agreement.

1. The Company hereby makes with the Underwriters the same
representations, warranties and agreements as are set forth in Section 1 of the
U.S. Underwriting Agreement, which Section is incorporated herein by this
reference.

2. Subject to the terms and conditions herein set forth, (a) the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
at a purchase price per share of $______, the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price per share set
forth in clause (a) of this Section 2, that portion of the number of Optional
Shares as to which such election shall have been exercised (to be adjusted by
you so as to eliminate fractional shares) determined by multiplying such number
of Optional Shares by a fraction the numerator of which is the maximum number
of Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase
at their election up to 105,000 Optional Shares, at the purchase price per
share set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the
Company, given within a period of 30 calendar days after the date of this
Agreement, setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to

-2-

<PAGE> 3

be delivered, as determined by you but in no event earlier than the First Time
of Delivery (as defined in Section 4 hereof) or, unless you and the Company
otherwise agree in writing, earlier than two or later than ten business days
after the date of such notice.

3. Upon the authorization by GSI of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon
the terms and conditions set forth in the Prospectus and in the forms of
Agreement among Underwriters (International Version) and Selling Agreements,
which have been previously submitted to the Company by you. Each Underwriter
hereby makes to and with the Company the representations and agreements of such
Underwriter as a member of the selling group contained in Sections 3(d) and
3(e) of the form of Selling Agreements.

4. (a) The Shares to be purchased by each Underwriter hereunder,
in definitive form, and in such authorized denominations and registered in such
names as GSI may request upon at least forty-eight hours' prior notice to the
Company shall be delivered by or on behalf of the Company to GSI, through the
facilities of the Depository Trust Company ("DTC"), for the account of such
Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by certified or official bank check or checks, payable
to the order of the Company in New York Clearing House (next day) funds. The
Company will cause the certificates representing the Shares to be made
available for checking and packaging at least twenty-four hours prior to the
Time of Delivery (as defined below) with respect thereto at the office of DTC
or its designated custodian (the "Designated Office"). The time and date of
such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m.,
New York City time, on _____________, 1997 or such other time and date as GSI
and the Company may agree upon in writing, and, with respect to the Optional
Shares, 9:30 a.m., New York City time, on the date specified by GSI in the
written notice given by GSI of the Underwriters' election to purchase such
Optional Shares, or such other time and date as GSI and the Company may agree
upon in writing. Such time and date for delivery of the Firm Shares is herein
called the "First Time of Delivery", such time and date for delivery of the
Optional Shares, if not the First Time of Delivery, is herein called the
"Second Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery".

(b) The documents to be delivered at each Time of Delivery by or
on behalf of the parties hereto pursuant to Section 7 of the U.S. Underwriting
Agreement, including the cross receipt for the Shares and any additional
documents requested by the Underwriters pursuant to Section 7(j) of the U.S.
Underwriting Agreement hereof, will be delivered at the offices of Sullivan &
Cromwell, 1701 Pennsylvania Avenue, N.W., Washington, D.C. 20006 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 2:00
p.m., New York City time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York are generally authorized or obligated by
law or executive order to close.

5. The Company hereby makes to the Underwriters the same
agreements as are set forth in Section 5 of the U.S. Underwriting Agreement,
which Section is incorporated herein by this reference.

-3-
<PAGE> 4

6. The Company and the Underwriters hereby agree with respect to
certain expenses on the same terms as are set forth in Section 6 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.

7. Subject to the provisions of the Agreement between Syndicates,
the obligations of the Underwriters hereunder shall be subject, in their
discretion, at each Time of Delivery, to the condition that all representations
and warranties and other statements of the Company herein are, at and as of
such Time of Delivery, true and correct, the condition that the Company shall
have performed all of its obligations hereunder theretofore to be performed,
and additional conditions identical to those set forth in Section 7 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.

8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment 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 not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company shall
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 an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through GSI expressly for use
therein.

(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment 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 not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, the Registration Statement or
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through GSI expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

-4-
<PAGE> 5

shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses
of other counsel or any other expenses, in each case subsequently incurred by
such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering of the
Shares purchased under this Agreement (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Shares purchased under this Agreement,
in each case as set forth in the table on the cover page of the Prospectus
relating to such Shares. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect

-5-
<PAGE> 6

thereof) referred to above in this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) The obligations of the Company under this Section 8 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to
purchase the Shares which it has agreed to purchase hereunder at a Time of
Delivery, you may in your discretion arrange for you or another party or other
parties to purchase such Shares on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Shares, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the Company
that you have so arranged for the purchase of such Shares, or the Company
notifies you that it has so arranged for the purchase of such Shares, you or
the Company shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your
opinion may thereby be made necessary. The term "Underwriter" as used in this
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase
of the Shares of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the number of shares which such Underwriter agreed to purchase
hereunder at such Time of Delivery and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder) of the Shares of
such defaulting Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

-6-
<PAGE> 7

(c) If, after giving effect to any arrangements for the purchase
of the Shares of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one-eleventh of the aggregate number
of all the Shares to be purchased at such Time of Delivery, or if the Company
shall not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or
Underwriters, then this Agreement (or, with respect to the Second Time of
Delivery, the obligation of the Underwriters to purchase and of the Company to
sell the Optional Shares) shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 6 hereof
and the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

11. If this Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Section 6 and Section 8 hereof, but, if for any other
reason any Shares are not delivered by or on behalf of the Company as provided
herein, the Company will reimburse the Underwriters through GSI for all
out-of-pocket expenses approved in writing by GSI, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Shares not so
delivered, but the Company shall then be under no further liability to any
Underwriter in respect of the Shares not so delivered except as provided in
Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of
the Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made
or given by you jointly or by GSI on behalf of you as the representatives of
the Underwriters.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the Underwriters in care of GSI, Peterborough
Court, 133 Fleet Street, London EC4A 2BB, England, Attention: Equity Capital
Markets, Telex No. 94012165, facsimile transmission No. (071) 774-1550; and if
to the Company shall be delivered or sent by registered mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by GSI upon
request. Any such statements, requests, notices or agreements shall take
effect upon receipt thereof.

-7-
<PAGE> 8

14. Time shall be of the essence of this Agreement.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters (International Version), the form of which shall
be furnished to the Company for examination upon request, but without warranty
on your part as to the authority of the signers thereof.

Very truly yours,

Tech Data Corporation

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

Accepted as of the date hereof:

Goldman Sachs International
Bear, Stearns International Limited
The Robinson-Montgomery Company, LLC
NationsBanc Montgomery Securities,
Inc.
By: Goldman Sachs International

By:
-----------------------------------
(Attorney-in-fact)

On behalf of each of the Underwriters

-8-
<PAGE> 9

SCHEDULE I

Total Number Number of Optional
of Firm Shares to be
Shares to be Purchased if Maximum
Underwriter Purchased Option Exercised
----------- ------------ ---------------------
<S> <C> <C>
Goldman Sachs International . . . . . . . . . . . . . . . . .
Bear, Stearns International Limited . . . . . . . . . . . . .
The Robinson-Humphrey Company, LLC. . . . . . . . . . . . . .
NationsBanc Montgomery Securities, Inc. . . . . . . . . . . .

----------- ---------------------
Total . . . . . . . . . . . . . . . . . . . =========== =====================

</TABLE>

-9-

<PAGE> 1
EXHIBIT 4-E

ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TECH DATA CORPORATION

1. The name of the corporation is Tech Data Corporation (the
"Corporation").

2. Article III of the Articles of Incorporation of the Corporation is
amended to read as follows:

ARTICLE III
AUTHORIZED CAPITAL STOCK

The total number of shares of capital stock that the Corporation
may issue is 200,226,500, of which 226,500 shares shall be
Preferred Stock having a par value of $.02 per share and 200,000,000
shares shall be Common Stock having a par value of $.0015 per share.

3. This Amendment was recommended by the board of directors to the
Corporation's shareholders on March 25, 1997.

4. This Amendment was approved by the holders of more than a majority of
the Corporation's common stock and the holders of all the shares of Preferred
Stock, the only groups of the Corporation's shareholders entitled to vote on
the Amendment, and the number of votes in favor of the Amendment was sufficient
for approval.

IN WITNESS WHEREOF, Tech Data Corporation has caused these Articles of
Amendment to be executed on this 18th day of June, 1997.

TECH DATA CORPORATION

By: /s/ Arthur W. Singleton
------------------------------
Arthur W. Singleton, Secretary

<PAGE> 1
EXHIBIT 5

[SCHIFINO & FLEISCHER, P.A. LETTERHEAD]
ATTORNEYS AT LAW

September 30, 1997

Tech Data Corporation
5350 Tech Data Drive
Clearwater, FL 34620

Gentlemen:

The following opinion is furnished by us in connection with the
proposed issuance and sale by Tech Data Corporation, a Florida corporation (the
"Company"), of up to 4,025,000 shares of Common Stock, $.0015 par value,
covered by a Registration Statement filed with the Securities and Exchange
Commission on Form S-3 (the "Registration Statement").

We have examined and are familiar with the Certificate of
Incorporation and By-Laws, and amendments thereto, of the Company and the
proceedings of the Board of Directors of the Company in connection with or
with respect to the proposed issuance and sale of the securities described
herein, and we have likewise examined such other records and documents and have
made such examination of law as we have deemed appropriate.

Based on such examination and our familiarity with such procedure, it
is our opinion that:

1. The Company is a duly incorporated and validly existing corporation
in good standing under the laws of the State of Florida with an authorized
capital stock of 200,226,500 shares, composed of 226,500 shares of Preferred
Stock having a par value of $.02 per share and 200,000,000 shares of Common
Stock having a par value of $.0015 per share, of which 44,442,000 shares of
Common Stock and 226,500 shares of Preferred Stock have been duly
authorized and legally issued and are fully paid and non-assessable.

2. The issue of an additional 4,025,000 shares of Common Stock by the
Company has been duly authorized and, at such time as the Registration Statement
becomes effective under the Securities Act of 1933, as amended, and when such
shares have been issued and sold as contemplated by the Registration Statement
and the Underwriting Agreements referred to thereon, such shares will be duly
authorized, legally issued, full paid, and non-assessable.

3. There are no restrictions upon the Company's surplus by reason of
the excess of the Preferred Stock's liquidation preference over its par value,
and no remedies will be available to holders of the Company's capital stock
before or after the payment of any dividend that would reduce surplus to an
amount less than the amount of such excess.
<PAGE> 2
We hereby consent to this opinion being filed as an Exhibit to the
Registration Statement and we further consent to the use of our name in the
Registration Statement under the capiton "Validity of Shares."

Very truly yours,
SCHFINO & FLEISCHER, P.A.

/s/ FRANK N. FLEISCHER
----------------------
Frank N. Fleischer
For the Association

<PAGE> 1
EXHIBIT 10-TT

AMENDMENT NUMBER 2 TO
AMENDED AND RESTATED TRANSFER AND ADMINISTRATION
AGREEMENT

AMENDMENT NUMBER 2 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION
AGREEMENT (this "Amendment"), dated as of July 29, 1997, among TECH DATA
FINANCE, INC., a California corporation, as transferor (the "Transferor"), TECH
DATA CORPORATION, a Florida corporation ("Tech Data"), as collection agent and
as guarantor (in such capacities respectively, the "Collection Agent" and the
"Guarantor"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the
"Company"), and NATIONSBANK, N.A., a national banking association
("NationsBank"), as agent for the Company and the Bank Investors (in such
capacity, the "Agent") and as a Bank Investor, amending that certain Amended
and Restated Transfer and Administration Agreement dated as of January 21, 1997
among the Transferor, the Collection Agent, the Guarantor, the Company, the
Agent and the Bank Investor, as amended by Amendment Number 1 thereto, dated as
of March 3, 1997 (the "Original Agreement" and said agreement as amended by
this Amendment, the "Agreement").

WHEREAS, the Transferor has requested that the Company and the Agent
agree to an increase in the Facility Limit and the Maximum Net Investment under
the Original Agreement;

WHEREAS, on the terms and conditions set forth herein, the parties
hereto consent to such amendments; and

WHEREAS, capitalized terms used herein shall have the meanings assigned
to such terms in the Original Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

SECTION 1. Amendment to Definitions. (a) The definition of "Facility
Limit" is hereby amended by deleting the amount "331,500,000" in the text
thereof and replacing it with the amount "408,000,000".
<PAGE> 2
(b) The definition of "Maximum Net Investment" is hereby amended by
deleting the amount "325,000,000" in the text thereof and replacing it with the
amount "400,000,000".

(c) The definition of "Loss Reserve" is hereby amended by deleting the
amount "27,100,000" in the text of the final paragraph thereof and replacing it
with the amount "33,000,000".

SECTION 2. Conditions Precedent. This Amendment shall not become
effective until the Agent shall have received the following:

(a) A copy of the Resolutions of the Board of Directors of the
Transferor and Tech Data certified by its Secretary approving this Amendment
and the other documents to be delivered by the Transferor and Tech Data
hereunder;

(b) A Certificate of the Secretary of the Transferor and Tech Data
certifying (i) the names and signatures of the officers authorized on its
behalf to execute this Amendment and any other documents to be delivered by it
hereunder (on which Certificates the Company, the Agent and the Bank Investors
may conclusively rely until such time as the Agent shall receive from the
Transferor and Tech Data a revised Certificate meeting the requirements of this
clause (b)(i)) and (ii) a copy of the Transferor's and Tech Data's By-Laws;

(c) An opinion of David Vetter, counsel to Tech Data, with respect to
certain corporate matters and the enforceability of the Agreement as amended
hereby in form and substance acceptable to the Agent;

(d) An opinion of Heller, Ehrman, White & McAuliffe, special California
counsel to the Transferor, addressing certain corporate matters and the
enforceability of the Agreement as amended hereby in form and substance
acceptable to the Agent; and

(e) A responsible officer's certificate of the Transferor and Tech
Data executed by Arthur W. Singleton, Secretary of the Transferor and Tech
Data, respectively.

SECTION 3. Representations and Warranties. The Transferor hereby
makes to the Company, on and as of the date hereof, all of the representations
and warranties set forth in Section 3.1 of the Original Agreement. In

2
<PAGE> 3
addition, the Collection Agent and the Guarantor hereby make to the Company, on
the date hereof, all the representations and warranties set forth in Section
3.3 of the Original Agreement.

SECTION 4. Amendment and Waiver. No provision hereof may be amended,
waived, supplemented, restated, discharged or terminated without the written
consent of the Transferor, the Company, the Agent and the Majority Investors.

SECTION 5. Successors and Assigns. This Amendment shall bind, and
the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns; provided, however, the Transferor may not
assign any of its rights or delegate any of its duties under this Amendment
without the prior written consent of the Company.

SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRANSFEROR
HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT
SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 7. Severability; Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

SECTION 8. Captions. The captions in this Amendment are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

<PAGE> 4
SECTION 9. Ratification. Except as expressly affected by the
provisions hereof, the Original Agreement as amended by this Amendment shall
remain in full force and effect in accordance with its terms and ratified and
confirmed by the parties hereto. On and after the date hereof, each reference
in the Original Agreement to "this Agreement", "hereunder", "herein" or words
of like import shall mean and be a reference to the Original Agreement as
amended by this Amendment.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.

ENTERPRISE FUNDING CORPORATION,
as Company

By: /s/ Stewart L. Cutler
-------------------------------
Name: Stewart L. Cutler
Title: Vice President

TECH DATA FINANCE, INC.,
as Transferor

By: /s/ Arthur W. Singleton
-------------------------------
Name: Arthur W. Singleton
Title: Vice President

TECH DATA CORPORATION,
as Collection Agent and Guarantor

By: /s/ Arthur W. Singleton
-------------------------------
Name: Arthur W. Singleton
Title: Vice President

NATIONSBANK, N.A.,
as Agent and Bank Investor

By: /s/ Michelle M. Heath
--------------------------------
Name: Michelle M. Heath
Title: Senior Vice President

<PAGE> 1
EXHIBIT 10-UU

CONFORMED COPY

REVOLVING CREDIT AND
REIMBURSEMENT AGREEMENT

by and among

TECH DATA CORPORATION
TECH DATA FRANCE, S.N.C.,
as Multicurrency Facilities Borrowers

TECH DATA CANADA INC.,
as Canadian Facilities Borrower

NATIONSBANK, NATIONAL ASSOCIATION,
BARNETT BANK, N.A. PINELLAS,
BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH
CREDIT LYONNAIS ATLANTA AGENCY,
DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES,
THE FIRST NATIONAL BANK OF CHICAGO,
ROYAL BANK OF CANADA,
THE BANK OF NOVA SCOTIA,
CIBC INC.,
FIRST UNION NATIONAL BANK,
BANQUE NATIONALE DE PARIS, HOUSTON AGENCY,
SUNTRUST BANK, TAMPA BAY,
NATEXIS BANQUE,
THE DAI-ICHI KANGYO BANK, LIMITED,
DRESDNER BANK AG,
MELLON BANK, N.A.,
PNC BANK, KENTUCKY, INC.,
THE SAKURA BANK, LIMITED,
SOUTHTRUST BANK, NATIONAL ASSOCIATION, and
THE SUMITOMO BANK, LIMITED,
as Multicurrency Facilities Lenders

CANADIAN IMPERIAL BANK OF COMMERCE
and
THE BANK OF NOVA SCOTIA,
as Canadian Facilities Lenders

and
<PAGE> 2

NATIONSBANK, NATIONAL ASSOCIATION, as Agent
and

CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian Agent

and

BARNETT BANK, N.A., PINELLAS,
BAYERISCHE VEREINSBANK AG,
CREDIT LYONNAIS ATLANTA AGENCY,
DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES,
THE FIRST NATIONAL BANK OF CHICAGO,
ROYAL BANK OF CANADA,
THE BANK OF NOVA SCOTIA, and
CIBC INC.,
as Co-Agents

August 28, 1997
<PAGE> 3

TABLE OF CONTENTS

Page
----
<S> <C> <C>
ARTICLE I Definitions and Terms

1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.02 Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE II The Multicurrency Facilities

2.01 Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.02 Payment of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.03 Payment of Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.04 Competitive Bid Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.05 Multicurrency Facilities Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2.06 Pro Rata Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2.07 Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2.08 Increase and Decrease in Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2.09 Conversions and Elections of Subsequent Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . 44
2.10 Unused Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
2.11 Deficiency Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.12 Adjustments by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.13 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.14 Extension of Revolving Credit Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
2.15 Swing Line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
2.16 Additional Multicurrency Facilities Borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
2.17 One Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
2.18 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
2.19 Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
2.20 Creation of Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
2.21 Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
2.22 Domestic Letter of Credit Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
2.23 Administrative Fees and Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE III CANADIAN FACILITIES

3.01 Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
3.02 Payment of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
3.03 Payment of Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
3.04 Evidence of Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
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3.05 Pro Rata Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
3.06 Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
3.07 Increase and Decrease in Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
3.08 Conversions and Elections of Subsequent Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . 63
3.09 Unused Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
3.10 Deficiency Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
3.11 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
3.12 Extension of Revolving Credit Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
3.13 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
3.14 Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
3.15 Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
3.16 Canadian Letter of Credit Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
3.17 Administrative Fees and Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
3.18 Maximum Rate of Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
3.19 Reset of Canadian Lenders, Portion on Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE IV Yield Protection and Illegality

4.01 Increased Cost and Reduced Return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
4.02 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
4.03 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
4.04 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
4.05 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
4.06 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
4.07 Restricted Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
4.08 Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE V Conditions to Making Loans, Issuing Letters of Credit and Creating Acceptances

5.01 Conditions of Initial Advance and Issuance of Letters of Credit and Creating Acceptances . . . . . . . . . . 79
5.02 Conditions of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE VI Security

6.01 Guaranties and Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.02 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
6.03 New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

ARTICLE VII Representations and Warranties
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7.01 Representations and Warranties as to Borrowers and Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 84
7.02 Representations and Warranties of TDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

ARTICLE VIII Affirmative Covenants

8.01 Financial Reports, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
8.02 Maintain Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.03 Existence, Qualification, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.04 Regulations and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.05 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.06 True Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.07 Pay Indebtedness to Lenders and Perform Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.08 Right of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.09 Observe all Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.10 Covenants Extending to Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.11 Officer's Knowledge of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.12 Suits or Other Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.13 Environmental Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.14 Notice of Discharge of Hazardous Material or Environmental Complaint . . . . . . . . . . . . . . . . . . . . 92
8.15 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
8.16 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
8.17 ERISA Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
8.18 Continued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
8.19 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
8.20 New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ARTICLE IX Negative Covenants

9.01 Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.02 Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.03 Senior Indebtedness to Total Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.04 Indebtedness to Total Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.05 EBIT to Interest Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.06 Lease Expense Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.07 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
9.08 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
9.09 Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
9.10 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
9.11 Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
9.12 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
9.13 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
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9.14 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
9.15 Rate Hedging Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
9.16 Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
9.17 Transfer and Administration Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
9.18 Lease-Backs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
9.19 Dividends or Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
9.20 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

ARTICLE X Events of Default and Acceleration

10.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
10.02 Agent to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
10.03 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
10.04 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
10.05 Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
10.06 Allocation of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

ARTICLE XI The Agents

11.01 Appointment, Powers, and Immunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
11.02 Reliance by Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
11.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.04 Rights as Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.06 Non-Reliance on Agents and Other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.07 Resignation of an Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.08 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.09 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

ARTICLE XII Miscellaneous

12.01 Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
12.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
12.03 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
12.04 Right of Set-off; Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
12.05 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
12.06 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
12.07 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
12.08 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
12.09 Waivers by Borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
12.10 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
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12.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
12.12 Representation and Warranty of the Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
12.13 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
12.14 Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
12.15 Economic and Monetary Union in the European Community . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
12.16 Agreement Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
12.17 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

EXHIBIT A Lenders' Commitments and Applicable Commitment Percentages . . . . . . . . . . . . . . . . . . . . . . . 142
EXHIBIT B FORM OF ASSIGNMENT AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
EXHIBIT C Notice of Appointment (or Revocation) of Authorized Representative . . . . . . . . . . . . . . . . . . . 149
EXHIBIT D-1 Borrowing Notice (Multicurrency Loan) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
EXHIBIT D-2 Borrowing Notice (Canadian Loan) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
EXHIBIT D-3 Borrowing Notice (Domestic Acceptance) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154
EXHIBIT E-1 Form of Competitive Bid Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
EXHIBIT E-2 Form of Domestic Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
EXHIBIT E-3 Form of Swing Line Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164
EXHIBIT F General Acceptance Agreement (Domestic Acceptance) . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
EXHIBIT G-1 Form of Guaranty and Suretyship Agreement (Multicurrency Facilities) . . . . . . . . . . . . . . . . . . 173
EXHIBIT G-2 Form of Guaranty and Suretyship Agreement (Canadian Facilities) . . . . . . . . . . . . . . . . . . . . 182
EXHIBIT H Competitive Bid Quote Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
EXHIBIT I Competitive Bid Quote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
EXHIBIT J Assumption and Consent Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194
EXHIBIT K-1 Opinion of Counsel for Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
EXHIBIT K-2 Opinions of Guarantor's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
EXHIBIT L Form of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
</TABLE>

LIST OF SCHEDULES

<TABLE>
<S> <C>
Schedule 1.1 - Existing Canadian Acceptances
Schedule 1.2 - Existing Canadian Letters of Credit
Schedule 1.3 - Existing Domestic Acceptances
Schedule 1.4 - Existing Domestic Letters of Credit
Schedule 1.5 - Alternative Currency
Schedule 7.02(a) - Subsidiaries
Schedule 7.02(b) - Interest in Persons
Schedule 7.02(c) - Additional Indebtedness, Liabilities, etc.
Schedule 7.02(d) - Liens and Restrictions
Schedule 7.02(g) - Litigation
Schedule 9.07 - Existing Indebtedness
Schedule 9.20 - Negative Pledges

</TABLE>

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REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT

THIS REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT, dated as of August
28, 1997 (the "Agreement"), is made by and among:

TECH DATA CORPORATION, a corporation organized and existing under the
laws of the State of Florida and having its principal place of business located
in Clearwater, Florida ("TDC"); and

TECH DATA FRANCE, S.N.C., a societe en nom collectif organized under
the laws of France with a registered capital of FF 66,867,000, having its
registered office at 26 Avenue Henri Barbusse, 93000 Bobigny, registered with
the Registry of Commerce and of Companies of Bobigny under Number B 309 910 282
("TD France" and, together with TDC and any other Subsidiary who shall become
authorized to borrow under the Multicurrency Facilities in accordance with
Section 2.16 hereof, the "Multicurrency Facilities Borrowers"); and

TECH DATA CANADA INC., a corporation organized and existing under the
laws of Ontario, Canada, and having its principal place of business 6895
Columbus Road, Mississauga, Ontario L5T 269 ("TD Canada" or "Canadian
Facilities Borrower" and, together with the Multicurrency Facilities Borrowers,
the "Borrowers"); and

NATIONSBANK, NATIONAL ASSOCIATION ("NATIONSBANK"), BARNETT BANK, N.A.
PINELLAS, BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH, CREDIT LYONNAIS ATLANTA
AGENCY, DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES, THE FIRST
NATIONAL BANK OF CHICAGO, ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA, CIBC
INC., FIRST UNION NATIONAL BANK, BANQUE NATIONALE DE PARIS, HOUSTON AGENCY,
SUNTRUST BANK, CENTRAL FLORIDA, N.A., NATEXIS BANQUE, THE DAI-OCHI KANGYO BANK,
LIMITED, DRESDNER BANK, AG, MELLON BANK, N.A., PNC BANK, KENTUCKY, INC., THE
SAKURA BANK, LIMITED SOUTHTRUST BANK, NATIONAL ASSOCIATION and THE SUMITOMO
BANK, LIMITED, the initial lenders under the Multicurrency Facilities, and
each other lender which may hereafter execute and deliver an instrument of
assignment with respect to the Multicurrency Facilities under this Agreement
pursuant to Section 12.01 (hereinafter NationsBank and such other lenders may
be referred to individually as a "Multicurrency Facilities Lender" or
collectively as the "Multicurrency Facilities Lenders"); and

CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC") and THE BANK OF NOVA
SCOTIA, the initial lenders under the Canadian Facilities and each other lender
which may hereafter execute and deliver an instrument of assignment with
respect to the Canadian Facilities under this Agreement pursuant to Section
12.01 (hereinafter CIBC and such other lenders may be referred to individually
as a "Canadian Facilities Lender" or collectively as the "Canadian Facilities
Lenders"; the Canadian Facilities Lenders and the Multicurrency Facilities
Lenders are sometimes referred to collectively as the "Lenders" or individually
as a "Lender");

<PAGE> 9

and

NATIONSBANK, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America and
having its principal place of business in Tampa, Florida in its capacity as
agent for the Lenders (in such capacity, the "Agent"); and

CANADIAN IMPERIAL BANK OF COMMERCE in its capacity as agent for the
Canadian Facilities Lenders (the "Canadian Agent" and together with the Agent,
collectively the "Agents").

W I T N E S S E T H:

WHEREAS, the Borrowers, certain multicurrency facilities lenders (the
"Existing Multicurrency Facilities Lenders"), certain Canadian facilities
lenders (the "Existing Canadian Facilities Lenders" and collectively with the
Existing Multicurrency Facilities Lenders, the "Existing Lenders"), the Agent
and the Canadian Agent are parties to a Revolving Credit and Reimbursement
Agreement dated as of May 23, 1996 (the "Existing Agreement") pursuant to which
(a) the Existing Multicurrency Lenders have made available to the Multicurrency
Facilities Borrowers a multicurrency revolving credit facility of up to
$250,000,000 (including a letter of credit facility with a sublimit of up to
$75,000,000, a banker's acceptance facility and a competitive bid facility, and
a swing line by NationsBank in favor of TDC with a sublimit of up to
$15,000,000), and (b) the Existing Canadian Facilities Lenders have made
available to TD Canada a US Dollar or Canadian Dollar revolving credit
facility of up to US $40,000,000 (including a letter of credit facility with a
sublimit of up to Cdn. $25,000,000, and a banker's acceptance facility) (the
facilities described in clauses (a) and (b), together with any other facilities
under the Existing Agreement are referred to collectively as the "Prior
Facilities"); and

WHEREAS, the Borrowers desire to replace the Prior Facilities with the
facilities herein provided; and

WHEREAS, the Multicurrency Facilities Lenders are willing to make
available to the Multicurrency Facilities Borrowers a revolving credit facility
of up to $530,000,000 (including a letter of credit facility with a sublimit of
up to $125,000,000, a banker's acceptance facility and a competitive bid
facility, and a swing line by NationsBank in favor of TDC with a sublimit of up
to $25,000,000); and (ii) the Canadian Facilities Lenders are willing to make
available to TD Canada a US Dollar or Canadian Dollar revolving credit facility
of up to US $20,000,000 (including a letter of credit facility with a sublimit
of up to Cdn. $15,000,000, and a banker's acceptance facility), in each case
subject to the terms and conditions set forth herein;

NOW, THEREFORE, the Borrowers, the Lenders, the Agents and the
Co-Agents hereby agree as follows:

2
<PAGE> 10

ARTICLE I

Definitions and Terms

1.01 Definitions. For the purposes of this Agreement, in addition
to the definitions set forth above, the following terms shall have the
respective meanings set forth below:

"Absolute Rate" shall have the meaning assigned to such term
in Section 2.04(c)(ii)(C) hereof;

"Absolute Rate Auction" means a solicitation of Competitive
Bid Quotes setting forth Absolute Rates pursuant to Section 2.04
hereof;

"Absolute Rate Loans" means the Competitive Bid Loans the
interest rates on which are determined on the basis of Absolute Rates
set at Absolute Rate Auctions;

"Acceptance" means a Domestic Acceptance or a Canadian
Acceptance, as the case may be;

"Acceptance Addition" means that percent per annum set forth
below which percent shall be the Acceptance Addition effective as to
each Acceptance created next following the date of delivery of the
certificate described in Section 8.01(a)(iii) or Section 8.01(b)(iii)
(the "Compliance Date") demonstrating that as of the end of such
period (i) either the ratio of Consolidated Senior Indebtedness to
Consolidated Total Capital is less than or equal to or more than, as
the case may be, or (ii) the ratio of Consolidated EBIT to
Consolidated Interest Expense is greater than or equal to or less
than, as the case may be, the applicable ratio set forth opposite such
Acceptance Addition (provided that if such determination shall result
in more than one Acceptance Addition, the lower Acceptance Addition
shall apply):

<TABLE>
<CAPTION>
Ratios
------
EBIT to Senior
Interest Debt to Capital Acceptance Addition
-------- --------------- -------------------
<S> <C> <C>
(a) Less than 3.0 to 1.00 Less than .60 to 1.00 .55%
but equal to or greater
than .55 to 1.00

(b) Greater than or equal Less than .55 to 1.00 .45%
to 3.0 to 1.00 but but equal to or greater
less than 4.0 to 1.00 than .50 to 1.00

(c) Greater than or equal Less than .50 to 1.00 .40%
to 4.0 to 1.00 but but equal to or greater
less than 5.0 to 1.00 than .45 to 1.00

</TABLE>

<PAGE> 11

<TABLE>

<S> <C> <C>
(d) Greater than or equal Less than .45 to 1.00 .375%
to 5.0 to 1.00

</TABLE>

Notwithstanding the foregoing, if the Borrowers shall fail to
deliver any such certificate within the applicable period set
forth in Section 8.01(a) or (b), as the case may be, then the
Acceptance Addition shall be .55% until the appropriate
certificate is delivered. From the Closing Date to the first
Compliance Date, the Acceptance Addition shall be .375%;

"Acceptance Discount Proceeds" means:

(i) in the case of a Canadian Acceptance accepted
by a Canadian Facilities Lender that is a Schedule I Canadian
chartered bank, the discount proceeds received by it upon its
sale of such Canadian Acceptance to an arm's length purchaser;
and

(ii) in the case of a Canadian Acceptance accepted
by a Canadian Facilities Lender that is not a Schedule I
Canadian chartered bank, the lesser of (a) the discount
proceeds received by such Canadian Facilities Lender upon its
sale of such Canadian Acceptance to an arm's length purchaser
at approximately 10:00 a.m. Toronto time on the drawdown day,
or (b) the discount proceeds that would be received by such
Canadian Facilities Lender had it sold such Canadian
Acceptance based upon the average discount rate for bankers'
acceptances appearing on the CDOR screen of Reuters at
approximately 10:00 a.m. Toronto time on the drawdown day in
Section 3.01, or if such rate is not quoted on the CDOR screen
of Reuters at that time, the discount proceeds that would be
received by it if it were to sell such Canadian Acceptance at
a discount rate equal to the average discount rate expressed
as a rate per annum applicable to Acceptances sold at that
time by Canadian Facilities Lenders that are Schedule I
Canadian chartered banks plus 0.07% per annum;

"Advance" means a Canadian Advance or a Domestic
Advance, as the case may be;

"Advance Date Exchange Rate" means, (i) with respect
to a specified Advance or Loan of an Alternative Currency, the
Spot Rate of Exchange as of the date two Business Days
preceding the date such Advance is originally made, provided
that, if such Advance or Loan is Continued for a subsequent
Interest Period or Converted pursuant to Section 2.09 the
Advance Date Exchange Rate with respect to such Loan shall be
the Spot Rate of Exchange two Business Days preceding the
effective date of the latest Continuation or Conversion of
such Advance or Loan; (ii) with respect to a specified Advance
or Loan of an Alternative Currency to TD Canada, the Advance
Date Exchange Rate shall be the Spot Rate of Exchange as of
the date of the Advance or Loan or as of the date of a

<PAGE> 12

Continued Interest Period or Conversion; and in either case
the Dollar Value of such Advance or Loan shall be adjusted as
set forth in Section 2.01(b) or Section 3.01(b), as
applicable; provided, further, that in the case of a drawing
under a Letter of Credit, the Spot Rate of Exchange shall be
as of the date of such drawing;

"Alternative Currency" means, (i) with respect to
Loans under the Domestic Revolving Credit Facility, those
currencies listed on Schedule 1.5 hereto and, with the prior
written consent of all Multicurrency Facilities Lenders and
the Agent, any other lawful currency other than Dollars which
is freely transferable and convertible into Dollars in the
United States currency market; provided, however, that an
Alternative Currency shall only be available to the
Multicurrency Facilities Borrowers if each Multicurrency
Facilities Lender shall have access to such Alternative
Currency on terms reasonably acceptable to such Multicurrency
Facilities Lender and (ii) with respect to Loans under the
Canadian Revolving Credit Facility, Canadian Dollars;

"Alternative Currency Equivalent Amount" means, with
respect to a specified Alternative Currency and a specified
Dollar amount, the amount of such Alternative Currency into
which such Dollar amount would be converted, based on the
applicable Advance Date Exchange Rate;

"Alternative Currency Loan" means a Loan made in an
Alternative Currency;

"Applicable Agent" means, with respect to all matters
involving Article II of this Agreement the Agent, and with
respect to all matters involving Article III of this
Agreement, the Canadian Agent;

"Applicable Commitment Percentage" means, (i) for
each Multicurrency Facilities Lender, with respect to the
Obligations hereunder arising in connection with the
Multicurrency Facilities (each a type of "credit exposure"),
including its Participations and its obligations hereunder to
NationsBank to acquire Participations, a fraction (expressed
as a percentage), the numerator of which shall be the then
amount of such Multicurrency Facilities Lender's Domestic
Revolving Credit Commitment and the denominator of which shall
be the Total Domestic Revolving Credit Commitment, which
Applicable Commitment Percentage for each Multicurrency
Facilities Lender as of the Closing Date is as set forth in
Exhibit A attached hereto and incorporated herein by this
reference; (ii) for each Canadian Facilities Lender, with
respect to the Obligations hereunder arising in connection
with the Canadian Facilities (each a type of "credit
exposure"), including its Participations and its obligations
hereunder to CIBC to acquire Participations, a fraction
(expressed as a percentage), the numerator of which shall be
the then amount of such Canadian Facilities Lender's Canadian
Revolving

5
<PAGE> 13

Credit Commitment and the denominator of which shall
be the Total Canadian Revolving Credit Commitment, which
Applicable Commitment Percentage for each Canadian Facilities
Lender as of the Closing Date is as set forth in Exhibit A
attached hereto and incorporated herein by this reference;
provided that the Applicable Commitment Percentage of each
Lender shall be increased or decreased to reflect any
assignments to or by such Lender effected in accordance with
Section 12.01 hereof;

"Applicable Interest Addition" means that percent per
annum set forth below in the case of each of a Floating CD
Loan, Fixed CD Loan or Eurodollar Rate Loan, which percent
shall be the Applicable Interest Addition effective beginning
on the first day next following the date of delivery of the
certificate described in Section 8.01(a)(iii) or Section
8.01(b)(iii) (the "Compliance Date") demonstrating that as of
the end of such period either (i) the ratio of Consolidated
Senior Indebtedness to Consolidated Total Capital is less than
or equal to or more than, as the case may be, or (ii) the
ratio of Consolidated EBIT to Consolidated Interest Expense is
greater than or equal to or less than, as the case may be, the
applicable ratio set forth opposite such Applicable Interest
Addition (provided that if such determination shall result in
more than one Applicable Interest Addition, the lower
Applicable Interest Addition shall apply):

<TABLE>
<CAPTION>
Ratios Interest Addition
------ -----------------

Floating Fixed Eurodollar
EBIT to Interest Senior Debt to Capital CD Loan CD Loan Rate Loan
---------------- ---------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
(a) Greater than Less than .60 to 1.00 .675% .675% .55%
or equal to but equal to or greater
2.0 to 1.00 than .55 to 1.00
but less
than 3.0 to
1.00

(b) Greater than Less than .55 to 1.00 .575% .575% .45%
or equal to but equal to or greater
3.0 to 1.00 than .50 to 1.00
but less

</TABLE>

<PAGE> 14

<TABLE>

<S> <C> <C> <C> <C>
than 4.0 to
1.00

(c) Greater than Less than .50 to 1.00 .525% .525% .40%
or equal to but equal to or greater
4.0 to 1.00 than .45 to 1.00
but less
than 5.0 to
1.00

(d) Greater than Less than .45 to 1.00 .500% .500% .375%
or equal to
5.0 to 1.00

</TABLE>
Notwithstanding the foregoing, if the Borrowers shall fail to
deliver any such certificate within the applicable period set
forth in Section 8.01(a) or (b), as the case may be, then the
Applicable Interest Addition for any Loan shall be the highest
Applicable Interest Addition for such type of Loan set forth
above until the appropriate certificate is so delivered. From
the Closing Date to the first Compliance Date, the Applicable
Margin shall be .500% for CD Loans and .375% for Eurodollar
Rate Loans;

"Applicable Lending Office" means, for each Lender
and for each Type of Loan, the "Lending Office" of such Lender
(or of an affiliate of such Lender) designated for such Type
of Loan on the signature pages hereof or in an Assignment and
Acceptance or such other office of such Lender (or an
affiliate of such Lender) as such Lender may from time to time
specify to the Agent and the Borrowers by written notice in
accordance with the terms hereof as the office by which its
Loans of such Type are to be made and maintained.

"Applicable Rate" means the Eurodollar Rate
applicable to any Alternative Currency;

"Applicable Reference Rate" means:

(i) for any Fixed CD Loan, in respect of
the Interest Period

<PAGE> 15

specified by the Authorized Representative in the
Borrowing Notice for such Fixed CD Loan, the per annum
rate of interest (expressed as a percentage and
rounded upwards if necessary to the nearest 1/100 of
1%) (which shall be the same for each day of such
Interest Period) determined in good faith by the Agent
in accordance with the usual procedures for its
customers generally (which determination shall be
conclusive absent manifest error) to be the average of
the secondary market bid rates at approximately 10:00
A.M. Charlotte, North Carolina time on the first day
of such Interest Period of at least two dealers of
recognized standing in negotiable certificates of
deposit for the purchase at face value of negotiable
certificates of deposit of major money center banks
for delivery on such day in an amount approximately
equal to the principal amount of, and for a period
comparable to the Interest Period for, such Fixed CD
Loan and maturing at the end of such Interest Period,
and

(ii) for any Floating CD Loan the per
annum rate of interest (expressed as a percentage and
rounded upwards if necessary to the nearest 1/100 of
1%) determined in good faith by the Agent in
accordance with the usual procedures for its
customers generally to be the average of the
secondary market bid rates at approximately 10:00
A.M. Charlotte, North Carolina time on each day of
such Floating CD Loan of at least two dealers of
recognized standing in negotiable certificates of
deposit for the purchase at face value of negotiable
certificates of deposit of major money center banks
for delivery on such day in an amount approximately
equal to the principal amount of such Floating CD
Loan for a period of 90 days, and

(iii) for any Eurodollar Rate Loan for any
Interest Period therefor, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Telerate Page 3750 or other appropriate
Telerate Page (or any successor page) as the London
interbank offered rate for deposits in Dollars or the
Relevant Alternative Currency at approximately 11:00
a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term
comparable to such Interest Period. If for any reason
such rate is not available, the term "Eurodollar
Rate" shall mean, for any Eurodollar Loan for any
Interest Period therefor, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars or the
Relevant Alternative Currency at approximately 11:00
a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term
comparable to such Interest Period; provided however,
if more than one rate is specified on Reuters
Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%);

<PAGE> 16

"Applicable Reserve Requirement" means, at any time,
for any CD Loan or any Fixed Rate Loan (other than Competitive
Bid Loans) the maximum rate at which reserves (including,
without limitation, any marginal, special, supplemental or
emergency reserves) are required to be maintained with respect
thereto under regulations issued from time to time by the
Board or other applicable banking regulator by the member
banks of the Federal Reserve System against (i) in the case of
CD Loans, non-personal Dollar time deposits in an amount of
$100,000 or more, or (ii) in the case of Eurodollar Loans,
"Eurocurrency liabilities" (as such term is defined in
Regulation D). Without limiting the effect of the foregoing,
the Applicable Reserve Requirement shall reflect any other
reserves required to be maintained by such member banks with
respect to (i) any category of liabilities which includes
deposits by reference to which the Eurodollar Rate or any other
interest rate of a Fixed Rate Loan is to be determined, or (ii)
any category of extensions of credit or other assets which
include Eurodollar Loans or any other Fixed Rate Loans. A Fixed
Rate Loan shall be deemed to constitute Eurocurrency
liabilities and as such shall be deemed subject to reserve
requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time
to the applicable Lender. The rate of interest on Fixed Rate
Loans shall be adjusted automatically on and as of the
effective date of any change in the Applicable Reserve
Requirement;

"Applicable Unused Fee" means that percent per annum
set forth below, which shall be the Applicable Unused Fee
effective beginning on the day next following the date of
delivery of the certificate described in Section 8.01(a)(iii)
or Section 8.01(b)(iii) (the "Compliance Date"), demonstrating
that as of the end of such period either (i) the ratio of
Consolidated Senior Indebtedness to Consolidated Total Capital
is less than or equal to or more than, as the case may be, or
(ii) the ratio of Consolidated EBIT to Consolidated Interest
Expense is greater than or equal to or less than, as the case
may be, the applicable ratio set forth opposite such
Applicable Unused Fee (provided that if such determination
shall result in more than one Applicable Unused Fee, the lower
Applicable Unused Fee shall apply:

<TABLE>
<CAPTION>
Ratios
------

EBIT to Senior
Interest Debt to Capital Applicable Unused Fee
-------- --------------- ---------------------
<S> <C> <C>
(a) Greater than Less than .60 to 1.00 .175%
or equal to but equal to or greater
2.0 to 1.00 than .55 to 1.00
but less

</TABLE>

<PAGE> 17

<TABLE>
<S> <C> <C>
than
3.0 to 1.00

(b) Greater than Less than .55 to 1.00 .15%
or equal to but equal to or greater
3.0 to 1.00 than .50 to 1.00
but less than
4.0 to 1.00

(c) Greater than Less than .50 to 1.00 .1375%
or equal to but equal to or greater
4.0 to 1.00 than .45 to 1.00
but less than
5.0 to 1.00

(d) Greater than Less than .45 to 1.00 .1250%
or equal to
5.0 to 1.00

</TABLE>

Notwithstanding the foregoing, if the Borrowers shall fail to deliver
any such certificate within the applicable period set forth in Section
8.01(a) or (b), as the case may be, then the Applicable Unused Fee
shall be .175% until the appropriate certificate is so delivered.
From the Closing Date to the first Compliance Date, the Applicable
Unused Fee shall be .1250%;

"Assessment Rate" means, for any day for any CD Loan, the rate
per annum (rounded upward to the nearest 1/100 of 1%) determined in
good faith by the Agent in accordance with its usual procedures for
its customers generally (which determination shall be conclusive
absent manifest error) to be the net annual assessment rate payable by
the Agent on such day for insurance by the Federal Deposit Insurance
Corporation (or any successor) on Dollar time deposits. The CD Rate
shall be adjusted automatically as of the effective date of each
change in the Assessment Rate;

"Assignment and Acceptance" shall mean an Assignment and
Acceptance substantially in the form of Exhibit B (with blanks
appropriately filled in) delivered to the

<PAGE> 18

Agent in connection with an assignment of a Lender's interest under
this Agreement pursuant to Section 12.01;

"Associated Costs" means a rate per annum equal to the
arithmetic mean of the percentage rates applicable to the Applicable
Lending Office of the relevant Lender according to the following
formula:

Associated Costs BY + L(Y-X) + S(Y-Z)
per annum = 100 - (B+S)

where:

B = The percentage of such Lender's eligible liabilities
required, on the first day of the Relevant Period, to
be held in a non-interest-bearing deposit account
with the Bank of England pursuant to the cash ratio
requirements of the Bank of England.

Y = The interest rate at which British Pound deposits in
an amount comparable to the aggregate principal
amount of the relevant Loan are offered by such
Lender to leading banks in the London interbank
market at or about 11:00 a.m. (London time) on the
first day of the Relevant Period for a period
comparable to the Relevant Period.

L = The average percentage of eligible liabilities which
the Bank of England, as at the first day of the
Relevant Period, requires such Lender to maintain as
secured money with members of the London Discount
Market Association and/or as secured call money with
those money brokers and gilt-edged primary market
makers recognized by the Bank of England.

X = The rate at which secured British Pound deposits in
an amount comparable to the aggregate principal
amount of the relevant Loan may be placed by such
Lender with members of the London Discount Market
Association and/or as secured call money with money
brokers and gilt-edged primary market makers at or
about 11:00 a.m. (London time) on the first day of
the Relevant Period for a period comparable to the
Relevant Period.

S = The percentage of such Lender's eligible liabilities
required on the first day of the relevant Interest
Period to be placed as a special deposit with the
Bank of England.

Z = The percentage interest rate per annum payable by the
Bank of England on special deposits or, if lower, Y.
(a) For the purposes of this definition:

<PAGE> 19

(i) "eligible liabilities" and "special deposits"
shall have the meanings ascribed to them from time to time by
the Bank of England; and

(ii) "Relevant Period" means, if the Interest
Period with respect to the relevant Loan is three months or
less, the duration of such Interest Period or, if such
Interest Period is longer than three months, each period of
three months and any necessary shorter period in such Interest
Period.

(b) In the application of the above formula, B, Y, L, X,
S and Z will be included in the formula as decimal fractions and not
as percentages, e.g. if B = 0.5% and Y = 15%, BY will be calculated as
0.5 x 15 and not as 0.5% x 15%.

(c) Associated Costs shall be computed by the applicable
Lender on the first day of each Relevant Period, and shall, if
necessary, be rounded upward to the nearest 1/10,000 of 1%. If there
is more than one Relevant Period comprised in the relevant Interest
Period, then the Associated Costs for that Interest Period shall be
the weighted average of the amounts so computed for the Relevant
Periods comprised in that Interest Period.

(d) Calculations will be made on the basis of a year of
365 days.

The "Associated Costs" shall be increased by an amount which
the applicable Lender shall determine from time to time to be
necessary to compensate such Lender for the cost or loss to it of
complying with any liquidity, monetary control or prudential
requirements of The Bank of England existing from time to time.

"Assumption and Consent Agreement" means each Assumption and
Consent Agreement described in Section 2.16 hereof executed and
delivered in connection with the creation of additional Multicurrency
Facilities Borrowers;

"Authorized Representative" means (i) in the case of TDC any
of the Chairman, Chief Executive Officer, President, Executive Vice
President of Finance and Chief Financial Officer or Treasurer of TDC
or, with respect to financial matters, the Treasurer or Chief
Financial Officer of TDC, (ii) in the case of TD France any of the
managing directors represented by their senior executive officers
(Chief Executive Officer, President, Executive Vice President or Chief
Financial Officer), and (iii) with respect to TD Canada, all of the
Authorized Representatives of TDC and the Vice President of Finance
and Controller, or any other person expressly designated by the Board
of Directors (or the appropriate committee thereof) of TDC as an
Authorized Representative for purposes of this Agreement, as set forth
from time to time in a certificate in the form attached hereto as
Exhibit C;

"BA Rate" means with respect to Domestic Acceptances,
NationsBank, N.A. Funds Management Bankers Acceptance Funding Rate as
established by the Agent from

<PAGE> 20

time to time for an Acceptance having an Interest Period and in
an approximate amount equal to such Acceptance;

"Board" means the Board of Governors of the Federal Reserve
System (or any successor body);

"Borrowing Notice" means the telephonic request of the
Authorized Representative of a Borrower to (i) obtain an Advance or to
elect a subsequent Interest Period for or Convert a Loan or
Loans of any Type hereunder, as the obtaining of such Advance, such
election or Conversion of such Loan or Loans shall be otherwise
permitted herein or (ii) create an Acceptance, as otherwise permitted
hereunder. Any Borrowing Notice shall be binding on and irrevocable by
the Borrower, and (a) in the case of a notice for the purposes set
forth in (i) hereof, shall be confirmed in writing within three (3)
Business Days by the Authorized Representative in the form attached
hereto as Exhibit D-1 for Domestic Revolving Loans or Exhibit D-2 for
Canadian Loans and (b) in the case of a notice for the purposes set
forth in (ii) hereof, shall be confirmed in writing not less than two
(2) Business Days prior to the creation of such Acceptance by an
Authorized Representative in the form attached hereto as Exhibit D-3
for Domestic Acceptances or Exhibit D-2 for Canadian Acceptances;

"British Pound" means the lawful currency of England and
Wales;

"Business Day" means (i) for all purposes other than as
covered by clauses (ii) and (iii) below, any day excluding Saturday,
Sunday and any day which is a legal holiday under the laws of the
States of New York, North Carolina or Florida or is a day on which
banking institutions located in such state are authorized or required
by law or other governmental action to close, (ii) with respect to all
notices, determinations, fundings and payments in connection with
Canadian Loans, Canadian Letters of Credit and the Canadian
Acceptances, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of Canada and the Province of Ontario,
Canada or is a day on which banking institutions located in such
Province are authorized or required by law or other governmental
action to close and (iii) (A) with respect to all notices,
determinations, fundings and payments in connection with any
Eurodollar Rate Loan, any day that is a Business Day described in
clause (i) above and that is also a day for trading by and between
banks in Dollar deposits in the applicable interbank Eurodollar market
or in deposits in the applicable Alternative Currency in the United
States interbank market, as applicable, and (B) with respect to all
notices, determinations, fundings and payments in connection with any
Canadian Loans, any day that is a Business Day described in clause
(ii) above and that is also a day for trading by and between banks in
Canadian Dollar deposits in the applicable interbank Canadian
Eurodollar market;

"Canadian Acceptance" means a draft which constitutes a blank
bill of exchange within the meaning of the Bills of Exchange Act
(Canada) drawn by TD Canada on, and accepted by, a Canadian Acceptance
Lender and has a maturity 1, 2, 3 or 6 months after

<PAGE> 21

the date such Acceptances was created and does not extend beyond the
Revolving Credit Termination Date, and shall include for purposes
of computation of Canadian Acceptance Usage the Existing Canadian
Acceptances;

"Canadian Acceptance Lender" means a Lender that is a Canadian
chartered bank;

"Canadian Acceptance Usage" means, as at any date of
determination, the aggregate face amount of all completed Canadian
Acceptances which have been accepted and discounted and not been
repaid by TD Canada whether or not due and whether or not held by
CIBC;

"Canadian Advance" means a borrowing under the Canadian
Revolving Credit Facility consisting of the aggregate principal amount
of a Domestic Base Rate Loan, Canadian Prime Rate Loan or a Fixed Rate
Loan;

"Canadian Dollars" or "Cdn $" means the lawful currency of
Canada;

"Canadian Facilities" means the revolving credit, letter of
credit and acceptance facilities made available by the Canadian
Facilities Lenders pursuant to Article III hereof;

"Canadian Letter of Credit" means a Letter of Credit issued
under the Canadian Letter of Credit Facility, and shall include for
purposes of computation of Canadian Letter of Credit Outstandings, the
Existing Canadian Letters of Credit and the related reimbursement
obligations;

"Canadian Letter of Credit Commitment" means an amount not to
exceed Cdn $15,000,000;

"Canadian Letter of Credit Facility" means the facility
described in Article III hereof providing for the issuance by CIBC for
the account of TD Canada of Canadian Letters of Credit in an aggregate
stated amount at any time outstanding not exceeding the Canadian
Letter of Credit Commitment;

"Canadian Letter of Credit Outstandings" means all undrawn
amounts of Canadian Letters of Credit plus Reimbursement Obligations
relating to Canadian Letters of Credit;

"Canadian Loans" means loans made by the Canadian Facilities
Lenders pursuant to Section 3.01 hereof;

"Canadian Prime Rate" means on any day and with respect to all
Canadian Prime Rate Loans, the greater of:

(i) the variable rate of interest expressed as a
percentage per annum

<PAGE> 22

(calculated on the basis of a year of 365 days) which CIBC
publishes as the reference rate of interest in order to
determine interest rates it will charge on that day for demand
loans in Canadian Dollars to its Canadian customers and which
it refers to as its "prime lending rate" or "prime rate"; and

(ii) the average yield to maturity expressed as a
percentage per annum (calculated on the basis of a year of 365
days) quoted at 10:00 Toronto time on that day on the CDOR
page of Reuters for 30 day bankers' acceptances issued by
Canadian chartered banks, plus .50% per annum.

The Canadian Prime Rate is not necessarily intended to be the lowest
rate of interest determined by CIBC in connection with extensions of
credit in Canadian Dollars. Changes in the rate of interest on that
portion of any Loans maintained as Canadian Prime Rate Loans will take
effect simultaneously with each change in the Canadian Prime Rate.
The Canadian Agent shall give notice to the Borrower and each Canadian
Facilities Lender of the Canadian Prime Rate from time to time quoted
by CIBC and such notice shall be conclusive and binding for all
purposes absent error;

"Canadian Prime Rate Loan" or "Canadian Prime Loan" means a
Loan for which the rate of interest is determined by reference to the
Canadian Prime Rate;

"Canadian Revolving Credit Commitment" means with respect to
each Canadian Facilities Lender, the obligation of such Lender to make
Loans to TD Canada up to an aggregate principal amount at any one time
outstanding equal to the product of the percentage set forth in Exhibit
A opposite such Lender's name times the Total Canadian Revolving Credit
Commitment as the same may be increased or decreased from time to time
pursuant to this Agreement;

"Canadian Revolving Credit Facility" means the facility
described in Article III hereof providing for Loans to TD Canada by
the Canadian Facilities Lenders in the aggregate principal amount of
Total Canadian Revolving Credit Commitment less the aggregate amount of
Canadian Letter of Credit Outstandings and Canadian Acceptance Usage;

"Capital Leases" means all leases which have been or should be
capitalized in accordance with Generally Accepted Accounting
Principles as in effect from time to time including Statement No. 13
of the Financial Accounting Standards Board and any successor thereof;

"CD Loan" means a Loan for which the rate of interest is
determined by reference to the CD Rate;

"CD Rate" means, for any CD Loan, the rate of interest per
annum determined pursuant to the following formula:

15
<PAGE> 23

Applicable Reference Rate
-------------------------
CD Rate = 1 - Applicable Reserve + Assessment Rate + Applicable
Requirement Interest
Addition

"Change of Control" means, at any time:

(A) with respect to TDC:

(i) any "person" or "group" (each as
used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) either (A) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of voting stock of TDC (or
securities convertible into or exchangeable for such
voting stock) representing 30% or more of the
combined voting power of all voting stock of TDC (on
a fully diluted basis) or (B) otherwise has the
ability, directly or indirectly, to elect a majority
of the board of directors of TDC; or

(ii) during any period of up to 24
consecutive months, commencing on the Closing Date,
individuals who at the beginning of such 24-month
period were directors of TDC shall cease for any
reason (other than the death, disability or
retirement) to constitute a majority of the board of
directors of TDC; or

(iii) any Person or two or more Persons
acting in concert shall have acquired by contract or
otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will
result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling
influence on the management or policies of TDC; and

(B) with respect to any Significant Subsidiary of
TDC:

(i) which is or becomes a wholly-owned
Significant Subsidiary at or after the Closing Date,
such Person ceases for any reason to be a
wholly-owned Subsidiary of TDC (or with respect to TD
Canada or TD France, ceases to be a Significant
Subsidiary); or

(ii) which is or becomes a Significant
Subsidiary (other than a wholly-owned Significant
Subsidiary) of TDC at or after the Closing Date, such
Person ceases for any reason to be a Subsidiary of
TDC;

"Closing Date" means the date as of which this Agreement is
executed by the Borrowers, the Lenders and the Agent and on which the
conditions set forth in Section 5.01 hereof have been satisfied;

<PAGE> 24

"Collateral" means, collectively, all property of any
Borrower, any Subsidiary or any other Person in which the Agent, the
Canadian Agent or any Lender is granted a Lien to secure all or any
portion of the Obligations as described in any Security Instrument;

"Commercial Letter of Credit" means a documentary letter of
credit issued (i) in the case of Domestic Letters of Credit, by
NationsBank for the account of the applicable Multicurrency Facilities
Borrower or (ii) in the case of Canadian Letters of Credit, by CIBC
for the account of TD Canada, to support the acquisition of eligible
inventory (x) in the case of Domestic Letters of Credit, of
Multicurrency Facilities Borrowers and (y) in the case of Canadian
Letters of Credit, of TD Canada which letters of credit are secured by
documents; provided that the expiry date of a Commercial Letter of
Credit (i) shall not be later than six (6) months subsequent to the
date of issuance thereof, (ii) shall not provide for payment
subsequent to the thirtieth Business Day preceding the Revolving
Credit Termination Date and (iii) shall not provide for time drafts;

"Competitive Bid Borrowing" shall have the meaning assigned to
such term in Section 2.04(b) hereof;

"Competitive Bid Loans" means the Loans provided for by
Section 2.04 hereof;

"Competitive Bid Notes" means the promissory notes of the
Multicurrency Facilities Borrowers executed and delivered to the
Multicurrency Facilities Lenders as provided in Section 2.05(c) and
Section 2.16 substantially in the form of Exhibit E-1 which shall be
delivered to evidence the Competitive Bid Loans;

"Competitive Bid Quote" means an offer in accordance with
Section 2.04(c) hereof by a Lender to make a Competitive Bid Loan with
one single specified interest rate;

"Competitive Bid Quote Request" shall have the meaning
assigned to such term in Section 2.04(b) hereof;

"Consistent Basis" in reference to the application of
Generally Accepted Accounting Principles means the accounting
principles observed in the period referred to are comparable in all
material respects to those applied in the preparation of the audited
financial statements of TDC referred to in Section 7.02(c)(i) hereof;

"Consolidated Current Assets" means cash and all other assets
of TDC and its Subsidiaries which are expected to be realized in cash,
sold in the ordinary course of business, or consumed within one year
or which would be classified as a current asset, all determined on a
consolidated basis in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis;

"Consolidated Current Liabilities" means the sum of, without
duplication, (a) all

17
<PAGE> 25

liabilities of TDC and its Subsidiaries which by their terms are
payable within one year (including all Indebtedness payable on
demand or maturing not more than one year from the date of computation
and the current portion of Indebtedness having a maturity date in
excess of one year), (b) all Obligations and (c) all Indebtedness under
Section 9.07(vii), all determined on a consolidated basis in accordance
with Generally Accepted Accounting Principles applied on a Consistent
Basis.

"Consolidated EBIT" means, with respect to TDC and its
Subsidiaries for the Four-Quarter Period immediately preceding the
date of computation thereof, the sum of, without duplication, (i)
Consolidated Net Income, plus (ii) Consolidated Interest Expense
during such period, (iii) plus taxes paid on income during such
period, all determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles applied on a Consistent
Basis;

"Consolidated Funded Indebtedness" means Indebtedness for
Money Borrowed of TDC and its Subsidiaries, all determined on a
consolidated basis;

"Consolidated Interest Expense" means, with respect to any
period of computation thereof, the gross interest expense of TDC and
its Subsidiaries, including without limitation (i) the amortization of
debt discounts, (ii) the amortization of all reserves and fees
(including without limitation, dealer and program fees payable under
the Transfer and Administration Agreement and fees payable in respect
of a Swap Agreement) payable in connection with the incurrence of
Indebtedness to the extent included in interest expense and (iii) the
portion of any liabilities incurred in connection with Capital Leases
allocable to interest expense, all determined on a consolidated basis
in accordance with Generally Accepted Accounting Principles applied on
a Consistent Basis;

"Consolidated Lease Expense" means with respect to TDC and its
Subsidiaries for the Four-Quarter Period immediately preceding the
date of computation, the gross amount of all lease or rental expense,
whether or not characterized as rent, excluding payments in respect of
Capital Leases constituting Indebtedness, all determined on a
consolidated basis in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis;

"Consolidated Net Income" means the gross revenues of TDC and
its Subsidiaries less all operating and non-operating expenses of TDC
and its Subsidiaries including taxes on income, all determined on a
consolidated basis in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis; but excluding as income: (i)
gains on the sale, conversion or other disposition of capital assets,
(ii) gains on the acquisition, retirement, sale or other disposition
of capital stock and other securities of TDC or any Subsidiary, (iii)
gains on the collection of proceeds of life insurance policies, (iv)
any write-up of any asset, and (v) any other gain or credit of an
extraordinary nature as determined in accordance with Generally
Accepted Accounting Principles applied on a Consistent Basis;

<PAGE> 26

"Consolidated Senior Indebtedness" means Consolidated Funded
Indebtedness minus Consolidated Subordinated Indebtedness;

"Consolidated Shareholders' Equity" means at any time as of
which the amount thereof is to be determined, the sum of the following
in respect of TDC and its Subsidiaries (determined on a consolidated
basis and excluding intercompany items among TDC and its Subsidiaries
and any upward adjustment after the Closing Date due to revaluation of
assets): (i) the amount of issued and outstanding share capital, plus
(ii) the amount of additional paid-in capital and retained income (or,
in the case of a deficit, minus the amount of such deficit), plus
(iii) the amount of any foreign currency translation adjustment (if
positive, or, if negative, minus the amount of such translation
adjustment) minus (iv) the absolute value of any treasury stock and
the absolute value of any stock subscription receivables, as
determined in accordance with Generally Accepted Accounting Principles
applied on a Consistent Basis;

"Consolidated Subordinated Indebtedness" means Subordinated
Indebtedness of TDC and its Subsidiaries, all determined on a
consolidated basis;

"Consolidated Total Capital" means the sum of Consolidated
Shareholders' Equity and Consolidated Funded Indebtedness;

"Contingent Obligation" of any Person means all contingent
liabilities required (or which, upon the creation or incurring
thereof, would be required) to be included in the consolidated
financial statements (including footnotes) of such Person in
accordance with Generally Accepted Accounting Principles applied on a
Consistent Basis, including Statement No. 5 of the Financial
Accounting Standards Board, and any obligation of such Person
guaranteeing or in effect guaranteeing any Indebtedness, dividend or
other obligation of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, including obligations of such
Person however incurred:

(1) to purchase such Indebtedness or other
obligation or any property or assets constituting security
therefor;

(2) to advance or supply funds in any manner (i)
for the purchase or payment of such Indebtedness or other
obligation, or (ii) to maintain a minimum working capital, net
worth or other balance sheet condition or any income statement
condition of the primary obligor;

(3) to grant or convey any lien, security
interest, pledge, charge or other encumbrance on any property
or assets of such Person to secure payment of such
Indebtedness or other obligation;

(4) to lease property or to purchase securities
or other property or

<PAGE> 27

services primarily for the purpose of assuring the owner or
holder of such Indebtedness or obligation of the ability of the
primary obligor to make payment of such Indebtedness or other
obligation; or

(5) otherwise to assure the owner of the
Indebtedness or such obligation of the primary obligor against
loss in respect thereof;

With respect to Contingent Obligations (such as litigation, guarantees
and pension plan liabilities), such liabilities shall be computed at
the amount which, in light of all the facts and circumstances existing
at the time, represent the amount which can reasonably be expected to
become an actual or matured liability;

"Continue", "Continuation", "Continuance" and "Continued"
shall refer to the continuation pursuant to Section 2.09 or 3.08
hereof of a Fixed Rate Loan of one Type as a Fixed Rate Loan of the
same Type from one Interest Period to the next Interest Period;

"Convert", "Conversion", and "Converted" shall refer to a
conversion pursuant to Section 2.09 or 3.08 or Article IV of one Type
of Loan into another Type of Loan;

"Convertible Indebtedness" means Indebtedness that is
convertible only into common stock of TDC or any Subsidiary;

"Convertible Subordinated Indebtedness" means Subordinated
Indebtedness that is Convertible Indebtedness;

"Cost of Acquisition" means the sum of (i) the market value,
as at the date of entering into any agreement to acquire any Person,
of the assets and/or the capital stock or warrant or option to be
transferred in connection therewith, (ii) any cash or face amount of
any debt instrument given as consideration, and (iii) any Indebtedness
assumed (or taken subject to) by TDC or its Subsidiaries in connection
with such acquisition;

"Credit Margin" means, for any day, with respect to any
Canadian Acceptance accepted under the Canadian Revolving Commitment
the amount set out as the Applicable Interest Addition used for
determining the Eurodollar Rate;

"Default" means any event or condition which, with the giving
or receipt of notice or lapse of time or both, would constitute an
Event of Default hereunder;

"Defaulted Receivable" means any Receivable which is at the
time of transfer to Enterprise pursuant to the Transfer and
Administration Agreement either (i) unpaid for 91 days or more from
the original due date, (ii) as to which an event of bankruptcy has
occurred with respect to the obligor thereunder, (iii) is deemed
uncollectible by TDC, or (iv) consistent with TDC's credit and
collection policy should be written off as uncollectible;

<PAGE> 28

"Dollar Equivalent Amount" means, with respect to a specified
Alternative Currency amount, the amount of Dollars into which an
Alternative Currency amount would be converted, based on the
applicable Advance Date Exchange Rate;

"Dollar Value" of an Advance or a Loan in an Alternative
Currency means the Dollar Equivalent Amount of the principal amount of
such Advance or Loan, as recorded in the Agent's records pursuant to
Section 2.01(b) and Section 3.01(b);

"Dollars" and the symbol "$" means dollars constituting legal
tender for the payment of public and private debts in the United
States of America;

"Domestic Acceptance" means a draft drawn by TDC on, and
accepted by, NationsBank, which Acceptance is eligible for discount by
Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the
Federal Reserve Act (12 U.S.C. Section 372), as amended from time to
time and has a maturity date of 30, 60, 90 or 180 days after the date
such Acceptance was created and does not extend beyond the Revolving
Credit Termination Date, and shall include for purposes of computation
of Domestic Acceptance Usage the Existing Domestic Acceptances;

"Domestic Acceptance Date" means that date upon which
NationsBank creates a Domestic Acceptance pursuant to Article II
hereof;

"Domestic Acceptance Usage" means, as at any date of
determination, the aggregate face amount of all completed Domestic
Acceptances which have not been repaid by the Multicurrency Facilities
Borrowers whether or not due and whether or not held by NationsBank;

"Domestic Advance" means a borrowing under (i) the Domestic
Revolving Credit Facility consisting of the aggregate principal amount
of a Domestic Base Rate Loan or Fixed Rate Loan, as the case may be
and (ii) the Swing Line consisting of Floating CD Loans;

"Domestic Base Rate" means, for any day, the rate per annum
equal to (A) for Loans in Article II hereof the higher of (i) the
Federal Funds Effective Rate for such day plus one-half of one percent
(.5%) and (ii) the Domestic Prime Rate for such day. Any change in
the Domestic Base Rate resulting from a change in the Domestic Prime
Rate or the Federal Funds Effective Rate shall become effective on the
effective date of such change in the Domestic Prime Rate or the
Federal Funds Effective Rate; and (B) for Canadian Loans in Article
III hereof made by Canadian Facilities Lenders a fluctuating rate of
interest per annum (expressed on the basis of a year of 365 days)
equal to the higher of:

(a) the rate of interest most recently
established by CIBC as its base

<PAGE> 29

rate for Dollar loans made in Canada; and

(b) the Federal Funds Effective Rate in effect on
each day as determined by the Agent plus 1/2 of 1%.

The Domestic Base Rate is not necessarily intended to be the lowest
rate of interest determined by CIBC in connection with extensions of
credit in Dollars. Changes in the rate of interest on that portion of
any Canadian Loans maintained as Domestic Base Rate Loans will take
effect simultaneously with each change in the Domestic Base Rate. The
Canadian Agent will give notice promptly to TD Canada and the Canadian
Facilities Lenders of changes in the Domestic Base Rate;

"Domestic Base Rate Loan" means a Loan for which the rate of
interest is determined by reference to the Domestic Base Rate;

"Domestic Borrowers' Account" means a demand deposit account
with the Agent, which may be maintained at one or more offices of the
Agent, or an agent for the Agent;

"Domestic Letter of Credit" means a Letter of Credit issued
under the Domestic Letter of Credit Facility, and shall include for
purposes of computation of Domestic Letter of Credit Outstandings, the
Existing Domestic Letters of Credit and the related reimbursement
obligations;

"Domestic Letter of Credit Commitment" means an amount not to
exceed $125,000,000;

"Domestic Letter of Credit Facility" means the facility
described in Article II hereof providing for the issuance by
NationsBank for the account of the Multicurrency Facilities Borrowers
of Letters of Credit in an aggregate stated amount at any time
outstanding not exceeding the Domestic Letter of Credit Commitment;

"Domestic Letter of Credit Outstandings" means all undrawn
amounts of Domestic Letters of Credit plus Reimbursement Obligations
relating to Domestic Letters of Credit;

"Domestic Loans" means Loans made by the Multicurrency
Facilities Lenders pursuant to Sections 2.01, 2.04 and 2.15 hereof;

"Domestic Prime Rate" means the per annum rate of interest
established from time to time by NationsBank as its prime rate, which
rate may not be lowest rate charged by NationsBank to its customers;

"Domestic Revolving Credit Commitment" means with respect to
each Multicurrency Facilities Lender, the obligation of such Lender to
make Loans to the Multicurrency Facilities Borrowers up to an
aggregate principal amount at any one time

<PAGE> 30

outstanding equal to the product of the percentage set forth in
Exhibit A opposite such Lender's name times the Total Domestic
Revolving Credit Commitment as the same may be increased or decreased
from time to time pursuant to this Agreement;

"Domestic Revolving Credit Facility" means the facility
described in Article II hereof providing for Loans to the
Multicurrency Facilities Borrowers by the Multicurrency Facilities
Lenders in the aggregate principal amount of the Total Domestic
Revolving Credit Commitment less the aggregate amount of outstanding
Swing Line Loans, Domestic Letters of Credit Outstandings and Domestic
Acceptances Usage;

"Domestic Revolving Credit Notes" means the promissory notes
of the Multicurrency Facilities Borrowers executed and delivered to
the Multicurrency Facilities Lenders as provided in Section 2.05(a) and
Section 2.16 hereof in substantially the form attached as Exhibit E-2,
with appropriate insertions as to amounts, dates and names of
Multicurrency Facilities Lenders, which Domestic Revolving Credit Notes
shall be delivered to evidence the Domestic Revolving Loans provided
for herein;

"Domestic Revolving Loan" means Loans made by the
Multicurrency Facilities Lenders to the Multicurrency Facilities
Borrowers pursuant to Section 2.01 hereof;

"Domestic Subsidiary" means a Subsidiary of TDC which is
organized under the laws of the United States, Federal or state, or
any territory or instrumentality thereof;

"Eligible Assignee" means (i) a Lender; (ii) an affiliate of a
Lender; and (iii) any other Person approved by the Agent and, unless
an Event of Default has occurred and is continuing at the time any
assignment is effected in accordance with Section 12.01, the
Borrowers, such approval not to be unreasonably withheld or delayed by
any Borrower or the Agent and such approval to be deemed given by any
Borrower if no objection is received by the assigning Lender and the
Agent from such Borrower within two Business Days after notice of such
proposed assignment has been provided by the assigning Lender to such
Borrower; provided, however, that neither any Borrower nor an affiliate
of any Borrower shall qualify as an Eligible Assignee; provided,
further, that Borrowers may withhold approval hereunder in their sole
discretion if such assignment would give rise to the payment of any
additional costs under Article IV;

"Enterprise" means Enterprise Funding Corporation, a Delaware
corporation;

"Environmental Laws" means, collectively, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, the Superfund Amendments and Reauthorization Act of 1986, the
Resource Conservation and Recovery Act, the Toxic Substances Control
Act, as amended, the Clean Air Act, as amended, the Clean Water Act,
as amended, any other "Superfund" or "Superlien" law or any other
federal, or applicable state or local statute, law, ordinance, code,
rule, regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning, any hazardous, toxic or
dangerous waste, substance or material, as now or at any time

<PAGE> 31

hereafter in effect;

"ERISA" means, at any date, the Employee Retirement Income
Security Act of 1974 and the regulations thereunder, all as the same
shall be in effect at such date;

"Eurodollar Rate" means, for the Interest Period for any
Eurodollar Rate Loan, the rate of interest per annum determined
pursuant to the following formula:

Eurodollar Applicable Reference Rate Applicable Interest
= ---------------------------------- +
Rate 1 - Applicable Reserve Requirement Addition

"Eurodollar Rate Loan" means a Loan (including a Loan in an
Alternative Currency) for which the rate of interest is determined by
reference to the Eurodollar Rate;

"European Currency Unit" or "ECU" means the lawful currency of
the European Community;

"Event of Default" means any of the occurrences set forth as
such in Section 10.01 hereof and the expiration of any applicable
notice or cure period;

"Excluded Subsidiary" has the meaning assigned thereto in
Section 8.20;

"Existing Canadian Acceptances" means acceptances outstanding
under the Prior Facilities as of the Closing Date, more particularly
described on Schedule 1.1 hereto;

"Existing Canadian Letters of Credit" means standby and
commercial letters of credit outstanding under the Prior Facilities as
of the Closing Date, more particularly described on Schedule 1.2;

"Existing Domestic Acceptances" means acceptances outstanding
under the Prior Facilities as of the Closing Date, more particularly
described on Schedule 1.3 hereto;

"Existing Domestic Letters of Credit" means standby and
commercial letters of credit outstanding under the Prior Facilities as
of the Closing Date, more particularly described on Schedule 1.4;

"Federal Funds Effective Rate" means, for any day, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and
(b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate
charged to

<PAGE> 32

the Agent (in its individual capacity) on such day on such
transactions as determined by the Agent;

"Fiscal Year" means the 12 month period of TDC ending on
January 31 of each calendar year and commencing on February 1 of each
calendar year;

"Fixed CD Loan" means a CD Loan for which a Multicurrency
Facilities Borrower elects an Interest Period of 30, 60, 90 or 180
days pursuant to Section 2.01(b)(iii) hereof;

"Fixed Rate Loan" means a Loan which is either a Fixed CD
Loan, a Eurodollar Rate Loan or a Competitive Bid Loan;

"Floating CD Loan" means a CD Loan other than a Fixed CD Loan;

"Floating Rate Loan" means a Loan in Dollars which is a
Domestic Base Rate Loan or a Floating CD Loan;

"Foreign Benefit Law" means any applicable statute, law,
ordinance, code, rule, regulation, order or decree of any foreign
nation or any province, state, territory, protectorate or other
political subdivision thereof regulating, relating to, or imposing
liability or standards of conduct concerning any pension, retirement,
healthcare, death, disability or other employee benefit plan;

"Foreign Subsidiary" means a Subsidiary organized under the
laws of a jurisdiction outside the United States;

"Four-Quarter Period" means a period of four full consecutive
fiscal quarters of TDC and its Subsidiaries, taken together as one
accounting period;

"Funding Bank" means any banking institution approved by the
Agent located within a country which country's currency constitutes an
Alternative Currency and, with respect to Canadian Dollars to be made
available to TD Canada under the Canadian Revolving Credit Facility,
the Canadian Agent;

"General Acceptance Agreement" means the General Acceptance
Agreement in the form attached hereto and marked as Exhibit F;

"Generally Accepted Accounting Principles" means those
principles of accounting set forth in pronouncements of the Financial
Accounting Standards Board, the American Institute of Certified Public
Accountants or which have other substantial authoritative support and
are applicable in the circumstances as of the date of a report, as
such principles are from time to time supplemented and amended;

<PAGE> 33

"German Mark" means the official currency of the Federal
Republic of Germany;

"Guarantor" means (a) TDC or any Significant Subsidiary, other
than an Excluded Subsidiary, or (b) any other Person that is party to
a Guaranty;

"Guaranty" means, collectively or individually, as the context
may require, (i) the unconditional Guaranty and Suretyship Agreement
in favor of the Multicurrency Facilities Lenders in substantially the
form attached hereto as Exhibit G-1 delivered to the Agent in
accordance with Article V hereof or pursuant to Section 8.20 hereof
pursuant to which the Significant Subsidiaries (other than TD France
or any Excluded Subsidiary) guarantee the payment and performance of
all Obligations to the Multicurrency Facilities Lenders as more
specifically set forth in such Guaranty, and (ii) the unconditional
Guaranty and Suretyship Agreement in favor of the Canadian Facilities
Lenders in substantially the form attached hereto as Exhibit G-2
delivered to the Agent in accordance with Article V hereof pursuant to
which TDC and its Significant Subsidiaries (other than any Excluded
Subsidiary) guarantee the payment and performance of all Obligations to
the Canadian Facilities Lenders as more specifically set forth in such
Guaranty;

"Hazardous Material" means and includes any hazardous, toxic
or dangerous waste, substance or material, the generation, handling,
storage, disposal, treatment or emission of which is subject to any
Environmental Law in effect on any date;

"Indebtedness" means with respect to any Person, all
Indebtedness for Money Borrowed, all indebtedness of such Person for
the acquisition of property, other than purchases of products and
merchandise in the ordinary course of business so long as payment
therefor is due within one year, indebtedness secured by any Lien on
the property of such Person whether or not such indebtedness is
assumed, all liability of such Person by way of endorsements (other
than for collection or deposit in the ordinary course of business);
all Contingent Obligations, including letters of credit and Rate
Hedging Obligations; all Capital Leases and other items which in
accordance with Generally Accepted Accounting Principles are
classified as liabilities on a balance sheet; provided that in no
event shall the term Indebtedness include the TDC TROL, capital stock,
surplus and retained earnings, minority interest in the common stock
of Subsidiaries, lease obligations (other than pursuant to Capital
Leases), reserves for deferred income taxes and investment credits,
other deferred credits and reserves, and deferred compensation
obligations;

"Indebtedness for Money Borrowed" means, for any Person, (i)
all indebtedness, obligations and liabilities of such Person for money
borrowed which are evidenced by bonds, debentures, notes or other
similar instruments, (ii) the purchase price of Eligible Receivables
(as defined in the Transfer and Administration Agreement) sold
pursuant to the Trade Receivables Purchase Facility and (iii) all
Capital Leases which have been capitalized in accordance with
Generally Accepted Accounting Principles; provided,

26
<PAGE> 34

however, the term "Indebtedness for Money Borrowed" shall specifically
exclude payroll indebtedness and trade indebtedness incurred in
the ordinary course of business (including trade indebtedness through
financial intermediaries) provided such trade indebtedness has a
maturity of less than one year;

"Interest Period" for each Fixed Rate Loan or Acceptance means
a period commencing on the date such Fixed Rate Loan is made or
Converted or such Acceptance is created and each subsequent period
commencing on the last day of the immediately preceding Interest
Period for such Fixed Rate Loan or Acceptance, as the case may be, and
ending, at the Borrower's option, (A) for any Fixed CD Loan or
Acceptance, on the date 30, 60, 90 or 180 days thereafter as notified
to the Applicable Agent by the Authorized Representative of such
Borrower two (2) Business Days prior to the beginning of such Interest
Period and (B) for any Eurodollar Rate Loan, on the date one, two,
three or six months thereafter as notified to the Agent by the
Authorized Representative of such Borrower three (3) Business Days
prior to the beginning of such Interest Period in the case of a
Eurodollar Rate Loan and five (5) Business Days prior to the beginning
of such Interest Period in the case of a Loan in an Alternative
Currency other than Canadian Dollars, French Francs, German Marks,
British Pounds and European Currency Units; provided, that,

(i) if the Authorized Representative fails to
notify the Applicable Agent of the length of an Interest
Period for any Fixed CD Loan two (2) Business Days or for any
Eurodollar Rate Loan three (3) or five (5) (as the case may
be) Business Days, as the case may be, prior to the first day
of such Interest Period, the Loan for which such Interest
Period was to be determined shall be deemed to be a Domestic
Base Rate Loan as of the first day thereof;

(ii) if an Interest Period for a Fixed Rate Loan
or Acceptance would end on a day which is not a Business Day,
such Interest Period shall be extended to the next Business
Day (unless in the case of any Eurodollar Rate Loan, such
extension would cause the applicable Interest Period to end in
the succeeding calendar month, in which case such Interest
Period shall end on the next preceding Business Day);

(iii) excluding Interest Periods for Acceptances,
there shall not be more than (x) twenty (20) Interest Periods
in effect on any day in respect of Domestic Loans and (y) four
(4) Interest Periods in effect on any day in respect of
Canadian Loans;

(iv) Interest Periods shall be of such duration as
to permit the Borrowers to make the reductions or repayments
required by this Agreement;

(v) there shall not be in effect at any one time
more than an aggregate of four (4) Canadian Acceptances with
different maturity dates;

<PAGE> 35

(vi) the first Interest Period for a Eurodollar
Rate Loan shall commence on the day such Canadian Loan is
advanced by the Canadian Facilities Lenders and each
subsequent Interest Period relative thereto shall commence
forthwith upon the expiry of the immediately preceding
Interest Period relative thereto; and

(vii) if any Interest Period is extended or
shortened by the application of clause (vi) above, the
following Interest Period shall (without prejudice to the
application of clause (vi) above) end on the day on which it
would have ended if the immediately preceding Interest Period
had not been so extended or shortened.

"Inventory" means and includes any and all goods, merchandise
and other personal property, including, without limitation, goods in
transit, wheresoever located and whether now owned or hereafter
acquired by TDC and its Subsidiaries which is or may at any time be
held for sale or lease, furnished under any contract of service or
held as raw materials, work-in-process, or supplies or materials used
or consumed in TDC's or its Subsidiaries' businesses;

"LC/Acceptance Account Agreement" means the LC/Acceptance
Account Agreement dated as of August 28, 1997 among the Borrowers and
the Agent, as amended or modified from time to time;

"Lending Office" means, as to each Lender, the Lending Office
of such Lender designated on the signature pages hereof or in an
Assignment and Acceptance or such other office of such Lender (or of
an affiliate of such Lender) as such Lender may from time to time
specify to the Authorized Representative and the Agent, in the case of
Multicurrency Facilities Lenders, or the Canadian Agent, in the case
of Canadian Facilities Lenders, as the office by which its Loans are
to be made and maintained;

"Letter of Credit" or "Letters of Credit" means a Commercial
Letter(s) of Credit or Standby Letter(s) of Credit issued by
NationsBank (in the case of Domestic Letters of Credit) and CIBC (in
the case of Canadian Letters of Credit), as described in Articles II
and III hereof;

"Letter of Credit Applications" means, collectively, the
applications and agreements from the applicable Borrower to
NationsBank (in respect of Domestic Letters of Credit) or CIBC (in
respect of Canadian Letters of Credit) executed and delivered from
time to time to support the issuance of Letters of Credit;

"Lien" means any interest in property securing any obligation
owed to, or a claim by, a Person other than the owner of the property,
whether such interest is based on the common law, statute or contract,
and including but not limited to the lien or security interest arising
from a mortgage, encumbrance, pledge, security agreement, conditional
sale or trust receipt or a lease, consignment or bailment for security
purposes. For the purposes of this Agreement, TDC and its
Subsidiaries shall be deemed to be the owners

28
<PAGE> 36

of any property which it or they have acquired or hold subject to a
conditional sale agreement, financing lease, or other arrangement
pursuant to which title to the property has been retained by or vested
in some other Person for security purposes;

"Loan" or "Loans" means any of the Fixed Rate Loans, Floating
Rate Loans or Canadian Prime Loans, as the context may require, made
pursuant to Articles II and III hereof;

"Loan Documents" means this Agreement, the Notes, the
Guaranties, the LC/Acceptance Account Agreement, the Assumption and
Consent Agreements, the Letter of Credit Applications, the General
Acceptance Agreement for Acceptances, the Security Instruments, drafts
and all other instruments and documents heretofore or hereafter
executed or delivered to and in favor of any Lenders or the Agents in
connection with the Loans, the Letters of Credit or the Acceptances
made, issued or created under this Agreement as the same may be
amended, modified or supplemented from time to time;

"Loan Parties" or "Loan Party" means collectively or
individually, as the case may be, the Borrowers and the Significant
Subsidiaries;

"Multicurrency Facilities" means the revolving credit,
competitive bid, swing line, letter of credit and acceptance
facilities made available by the Lenders pursuant to Article II
hereof;

"Multicurrency Facilities Notes" means, collectively, the
Domestic Revolving Credit Notes, the Competitive Bid Notes and the
Swing Line Note;

"Multi-employer Plan" means an employee pension benefit plan
covered by Title IV of ERISA and in respect of which TDC or any
Subsidiary is an "employer" as described in Section 4001(b) of ERISA,
which is also a multi-employer plan as defined in Section 4001(a)(3)
of ERISA;

"Non-Acceptance Lender" means a Lender that is not a Canadian
chartered bank;

"Notes" means, collectively, the Multicurrency Facilities
Notes and the Obligations herein to the Canadian Facilities Lenders as
recorded on the records of the Canadian Agent;

"Obligations" means the obligations, liabilities and
Indebtedness of TDC and its Subsidiaries with respect to (i) the
principal and interest on the Loans as evidenced by the Notes and on
the records of the Canadian Agent as to the Obligations herein to the
Canadian Facilities Lenders, (ii) the Reimbursement Obligations, (iii)
all liabilities of any Borrower to any Lender or an affiliate of a
Lender which arise under a Swap Agreement, and (iv) the payment and
performance of all other obligations, liabilities and Indebtedness of
TDC and its Subsidiaries to the Lenders, the Canadian Agent or the
Agent, under this

29
<PAGE> 37

Agreement, under any one or more of the other Loan Documents or
with respect to the Loans;

"Participation" means, with respect to any Multicurrency
Facilities Lender (other than NationsBank) or any Canadian Facilities
Lender (other than CIBC), as the case may be, the extension of credit
represented by the participation of such Lender hereunder in the
liability of (i) in the case of Multicurrency Facilities Lenders,
NationsBank in respect of each Swing Line Loan made, Domestic Letter
of Credit or Domestic Acceptance issued by NationsBank in accordance
with the terms hereof and (ii) in the case of Canadian Facilities
Lenders, CIBC in respect of each Canadian Letter of Credit or Canadian
Acceptance issued by CIBC in accordance with the terms hereof;

"Permitted Acquisition" means the acquisition by TDC or a
Subsidiary of a controlling equity interest in or all or substantially
all of the assets of any Person, which satisfies each of the
following: (i) such Person is in the same or similar line or lines of
business as that engaged in by TDC and its Subsidiaries; and (ii) no
Default or Event of Default occurs or is created or results from such
transaction;

"Person" means an individual, limited liability company,
partnership, corporation, trust, unincorporated organization,
association, joint venture or other entity or a government or agency
or political subdivision thereof;

"Pledge Agreement" or "Pledge Agreements" means, collectively
(or individually as the context may indicate), (i) those certain
security agreements dated as of the date hereof between TDC or a
Subsidiary of TDC and the Agent, and (ii) any additional stock pledge
agreement, collateral assignment of partnership interests, or other
similar agreement delivered to the Agent pursuant to Section 8.20, as
any such agreement or assignment referred to in clause (i) or (ii) may
be hereafter amended, supplemented or replaced from time to time;

"Principal Office" means the principal office of the Agent at
Independence Center, 15th Floor, Charlotte, North Carolina 28255,
Attention: Agency Services, or such other office and address as the
Agent may from time to time designate;

"Property" has the meaning given such term in Section 7.02(o);

"Rate Hedging Obligations" means any and all obligations of
TDC and its Subsidiaries, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all agreements, devices or arrangements
designed to protect at least one of the parties thereto from the
fluctuations of interest rates, exchange rates or forward rates
applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency
exchange

30
<PAGE> 38

agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts, warrants and
those commonly known as interest rate "swap" agreements; and (b) any
and all cancellations, buybacks, reversals, terminations or assignments
of any of the foregoing;

"Regulation D" means Regulation D of the Board as the same may
be amended or supplemented from time to time;

"Regulatory Change" means any change effective after the
Closing Date in United States federal or state laws or regulations
(including Regulation D and capital adequacy regulations), Canadian
federal or provincial laws or regulations, or other foreign laws or
regulations or the adoption or making after such date of any
interpretations, directives or requests applying to a class of banks,
which includes any of the Lenders, under any United States federal or
state, Canadian federal or provincial, or other foreign laws or
regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof or compliance by any Lender with any request or
directive regarding capital adequacy, including with respect to
"highly leveraged transactions," whether or not having the force of
law, whether or not failure to comply therewith would be unlawful and
whether or not published or proposed prior to the date hereof;

"Reimbursement Obligation" shall mean at any time, the
obligation of any Borrower with respect to any Letter of Credit or
Acceptance to reimburse NationsBank or CIBC, as the case may be, and
the Lenders to the extent of their respective Participations
(including by the receipt by NationsBank or CIBC of proceeds of Loans
pursuant to Articles II or III) for amounts theretofore paid by
NationsBank or CIBC pursuant to a drawing under a Letter of Credit or
payment of an Acceptance;

"Required Lenders" means, as of any date, Lenders on such date
having Credit Exposures (as defined below) aggregating more than 50%
of the aggregate Credit Exposures of all the Lenders on such date,
without distinction or preference as between Canadian Facilities and
Multicurrency Facilities. For purposes of the preceding sentence, the
amount of the "Credit Exposure" of each Lender shall be equal to the
aggregate principal amount of the Loans owing to such Lender plus the
sum of the aggregate unutilized amounts of such Lender's Domestic
Revolving Credit Commitment and Canadian Revolving Credit Commitment
plus the amount of such Lender's Applicable Commitment Percentage of
the aggregate undrawn face amount of the outstanding Letters of Credit
and unpaid face amount of Acceptances and of the Reimbursement
Obligations; provided that, if any Lender shall have failed to pay to
NationsBank or CIBC, as applicable, its Applicable Commitment
Percentage of any Swing Line Loan, drawing under any Letter of Credit
or payment of an Acceptance resulting in an outstanding Reimbursement
Obligation, such Lender's Credit Exposure attributable to (i) Swing
Line Loans, Domestic Letters of Credit, Domestic Acceptances,
Reimbursement Obligations relating to Domestic Letters of Credit and
the Domestic Letter of Credit Commitment

<PAGE> 39

shall be deemed to be held by NationsBank for purposes of this
definition, and (ii) Canadian Letters of Credit, Canadian Acceptances,
Reimbursement Obligations relating to Canadian Letters of Credit and
the Canadian Letter of Credit Commitment shall be deemed to be held by
CIBC for purposes of this definition;

"Revolving Credit Termination Date" means (i) August 28, 2000
or (ii) such earlier date of termination of Lenders' obligations
pursuant to Section 10.01 upon the occurrence of an Event of Default,
or (iii) such date as the Borrowers may voluntarily permanently
terminate the Multicurrency Facilities and the Canadian Facilities by
payment in full of all Obligations (including the discharge of all
obligations of NationsBank, CIBC and the other Lenders with respect to
Letters of Credit, Acceptances and Participations) or (iv) such later
date as the Borrowers, the Agent, the Canadian Agent and the Lenders
shall agree in writing pursuant to Section 2.14 hereof with respect to
Multicurrency Facilities or Section 3.12 with respect to Canadian
Facilities;

"Security Instruments" means, collectively, the Pledge
Agreements and all other agreements, instruments and other documents,
whether existing or hereafter in effect, pursuant to which any
Borrower, Guarantor or other Person shall grant or convey to the
Agent, the Canadian Agent or the Lenders a Lien in property as
security for all or any portion of the Obligations or any Secured
Obligations (as defined in any Guaranty), as any such agreements,
instruments or documents may be amended, modified or supplemented from
time to time;

"Significant Subsidiary" means any Subsidiary which has either
(i) total assets of more than $10,000,000 or (ii) total revenues of
more than $10,000,000 during any Four-Quarter Period; provided,
however, in no event shall the sum of total revenues or total assets of
Subsidiaries not constituting Significant Subsidiaries exceed in
either case $40,000,000 and shall not include (x) any Subsidiary which
is a partnership whose sole purpose is holding a single real estate
asset, (y) a Subsidiary established to act as a foreign sales
corporation under the Internal Revenue Code of 1986, as amended and (z)
Tech Data France, Inc. and Tech Data France II, Inc. so long as their
only asset is their respective ownership interest in Tech Data France,
S.N.C.;

"Single Employer Plan" means any employee pension benefit plan
covered by Title IV of ERISA and in respect of which TDC or any
Subsidiary is an "employer" as described in Section 4001(b) of ERISA,
which is not a Multi-employer Plan;

"Solvent" means, when used with respect to any Person, that at
the time of determination:

(i) the fair value of its assets (both at fair
valuation and at present fair saleable value on an orderly
basis) is in excess of the total amount of its liabilities,
including, without limitation, Contingent Obligations; and

32
<PAGE> 40

(ii) it is then able and expects to be able to
pay its debts as they mature; and

(iii) it has capital sufficient to carry on its
business as conducted and as proposed to be conducted;

"Spot Rate of Exchange" means, (i) in determining the Dollar
Equivalent Amount of a specified Alternative Currency amount as of any
date, the spot exchange rate determined by the Agent in accordance
with its usual procedures for the purchase by the Agent of Dollars
with such Alternative Currency at approximately 10:00 A.M., Charlotte,
North Carolina time on the Business Day that is two (2) Business Days
prior to such date, (ii) in determining the Alternative Currency
Equivalent Amount of a specified Dollar amount on any date, the spot
exchange rate determined by the Agent in accordance with its usual
procedures for the purchase by the Agent of such Alternative Currency
with Dollars at approximately 10:00 A.M., Charlotte, North Carolina
time on the Business Day that is two (2) Business Days prior to such
date and (iii) for all Loans under the Total Canadian Revolving Credit
Commitment in determining the Alternative Currency Equivalent Amount
of a specified Dollar amount or the Dollar amount when converting from
Canadian Dollars, the amount in Dollars or Canadian Dollars, as the
case may be, after giving effect to a conversion of a specified amount
in Dollars to an Alternative Currency or of Alternative Currency to
Dollars, as the case may be, at the rate of exchange quoted as the
Bank of Canada noon spot rate on such date;

"Standby Letter of Credit" means a letter of credit issued (i)
in the case of Domestic Letters of Credit, by NationsBank for the
account of the applicable Multicurrency Facilities Borrower and (ii)
in the case of Canadian Letters of Credit, by CIBC for the account of
TD Canada, in favor of a Person advancing credit or securing an
obligation on behalf of the applicable Borrower; provided that the
expiry date of a Standby Letter of Credit shall not be later than the
thirtieth Business Day preceding the Revolving Credit Termination
Date;

"Subordinated Indebtedness" means, for any Person, all
Indebtedness for Money Borrowed which is subordinated to the
Obligations on terms acceptable to the Agent;

"Subsidiary" means any Person in which more than 50% of its
outstanding voting stock or rights or more than 50% of all equity
interest is owned directly or indirectly by TDC and/or by one or more
of TDC's Subsidiaries;

"Swap Agreement" means one or more agreements with respect to
Indebtedness evidenced by the Notes between one or more Borrowers and
one or more Lenders, on terms mutually acceptable to such Borrower or
Borrowers and such Lender or Lenders, which agreements create Rate
Hedging Obligations;

"Swing Line" means the revolving line of credit established by
NationsBank in

33
<PAGE> 41

favor of TDC pursuant to Section 2.15;

"Swing Line Loans" means Loans made by NationsBank to TDC
pursuant to Section 2.15;

"Swing Line Note" means the promissory note of TDC executed
and delivered to NationsBank as provided in Section 2.05(b)
substantially in the form attached as Exhibit E-3, which shall be
delivered to evidence the Swing Line Outstandings;

"Swing Line Outstandings" means, as of any date of
determination, the aggregate principal Indebtedness of TDC on all
Swing Line Loans then outstanding;

"Syndicated Loans" shall mean the Domestic Revolving Loans
that are not Competitive Bid Loans or Swing Line Loans;

"TDC TROL" means the Tax Retention Operating Lease dated April
26, 1996 between TDC and First Security Bank, N.A. (f/n/a First
Security Bank of Utah) in its capacity as owner trustee of the TD 1996
Real Estate Trust;

"TDF" means Tech Data Finance, Inc., a California corporation,
and a wholly-owned Subsidiary of TDC;

"Total Canadian Revolving Credit Commitment" means an amount
equal to US $20,000,000, as reduced or increased from time to time in
accordance with Section 3.07;

"Total Canadian Utilization" means, as at any date of
determination, the sum of (i) the aggregate principal amount of all
outstanding Canadian Loans plus (ii) the Canadian Acceptance Usage
plus (iii) the Canadian Letter of Credit Outstandings, in each case at
the Dollar Value or Dollar Equivalent Amount, as the case may be;

"Total Domestic Revolving Credit Commitment" means an amount
equal to $530,000,000, as reduced or increased from time to time in
accordance with Section 2.08;

"Total Domestic Utilization" means, as at any date of
determination, the sum of (i) the aggregate principal amount of all
outstanding Domestic Loans, plus (ii) the Domestic Acceptance Usage,
plus (iii) the Domestic Letter of Credit Outstandings, in each case at
the Dollar Value or Dollar Equivalent Amount, as the case may be;

"Trade Receivable Purchase Facility" means the facility
created for the benefit of TDF and TDC pursuant to the Transfer and
Administration Agreement;

"Transfer and Administration Agreement" means the Amended and
Restated Transfer and Administration Agreement dated as of January 21,
1997 among TDC, TDF, the Bank Investors and Enterprise, as amended,
modified or supplemented from time to

<PAGE> 42

time, providing for the purchase of Receivables (as defined in
the Transfer and Administration Agreement) of TDF by Enterprise.

"Type" means any type of Loan (i.e., a Domestic Base Rate
Loan, Fixed CD Loan, Floating CD Loan, Absolute Rate Loan, Canadian
Prime Rate Loan or Eurodollar Rate Loan).

1.02 Rules of Interpretation. (a) All accounting terms not
specifically defined herein shall have the meanings assigned to such terms and
shall be interpreted in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis.

(b) Each term defined in Article 1 or 9 of the Florida Uniform
Commercial Code shall have the meaning given therein unless otherwise defined
herein, except to the extent that the Uniform Commercial Code of another
jurisdiction is controlling, in which case such terms shall have the meaning
given in the Uniform Commercial Code of the applicable jurisdiction.

(c) The headings, subheadings and table of contents used herein or
in any other Loan Document are solely for convenience of reference and shall
not constitute a part of any such document or affect the meaning, construction
or effect of any provision thereof.

(d) Except as otherwise expressly provided, references herein to
articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
schedules are references to articles, sections, paragraphs, clauses, annexes,
appendices, exhibits and schedules in or to this Agreement.

(e) All definitions set forth herein or in any other Loan Document
shall apply to the singular as well as the plural form of such defined term,
and all references to the masculine gender shall include reference to the
feminine or neuter gender, and vice versa, as the context may require.

(f) When used herein or in any other Loan Document, words such as
"hereunder", "hereto", "hereof" and "herein" and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of the applicable document and not to any particular article, section,
subsection, paragraph or clause thereof.

(g) References to "including" means including without limiting the
generality of any description preceding such term, and for purposes hereof the
rule of ejusdem generis shall not be applicable to limit a general statement,
followed by or referable to an enumeration of specific matters, to matters
similar to those specifically mentioned.

(h) Each of the parties to the Loan Documents and their counsel
have reviewed and revised, or requested (or had the opportunity to request)
revisions to, the Loan Documents, and any rule of construction that ambiguities
are to be resolved against the drafting party shall be inapplicable in the
construing and interpretation of the Loan Documents and all exhibits,

<PAGE> 43

schedules and appendices thereto.

(i) Any reference to an officer of any Borrower or any other
Person by reference to the title of such officer shall be deemed to refer to
each other officer of such Person, however titled, exercising the same or
substantially similar functions.

(j) All references to any agreement or document as amended,
modified or supplemented, or words of similar effect, shall mean such document
or agreement, as the case may be, as amended, modified or supplemented from
time to time only as and to the extent permitted therein and in the Loan
Documents.

<PAGE> 44

ARTICLE II

The Multicurrency Facilities

2.01 Revolving Credit Facility

(a) Commitment. Subject to the terms and conditions of this
Agreement, each Multicurrency Facilities Lender severally agrees to make
Domestic Advances in Dollars or an Alternative Currency (as specified in the
respective Borrowing Notice) to the Multicurrency Facilities Borrower
requesting such Advance, as the case may be, as specified in the Borrowing
Notice, from time to time from the Closing Date until the Revolving Credit
Termination Date, on a pro rata basis as to the total borrowing requested by
such Multicurrency Facilities Borrower on any day determined by its Applicable
Commitment Percentage, up to but not exceeding a Dollar Value equal to the
Domestic Revolving Credit Commitment of such Multicurrency Facilities Lender,
provided, however, that the Multicurrency Facilities Lenders will not be
required and shall have no obligation to make any Domestic Advance (i) so long
as a Default or an Event of Default has occurred and is continuing or (ii) if
the Agent has accelerated the maturity of the Notes as a result of an Event of
Default; provided further, however, that immediately after giving effect to
each Domestic Advance, the Total Domestic Utilization shall not exceed the
Total Domestic Revolving Credit Commitment. Within such limits, the
Multicurrency Facilities Borrowers may borrow, repay and reborrow hereunder, on
a Business Day, from the Closing Date until, but (as to borrowings and
reborrowings) not including, the Revolving Credit Termination Date; provided,
however, that (x) no Fixed Rate Loan shall be made which has an Interest Period
that extends beyond the Revolving Credit Termination Date and (y) each Fixed
Rate Loan may, subject to the provisions of Section 2.09, be repaid only on the
last day of the Interest Period with respect thereto. The Multicurrency
Facilities Borrowers agree that if at any time the Total Domestic Utilization
shall exceed the Total Domestic Revolving Credit Commitment, the Multicurrency
Facilities Borrowers shall immediately reduce the outstanding Domestic
Revolving Loans such that, as a result of such reduction, the Total Domestic
Revolving Credit Facility shall equal or exceed the Total Domestic Utilization.

(b) Amounts, Advances and Rate Selection. (i) Each request for a
Domestic Advance of an Alternative Currency under a Borrowing Notice shall
constitute such Multicurrency Facilities Borrower's request for a Domestic
Revolving Loan of the Dollar Value of the amount of the Alternative Currency
specified in such Borrowing Notice and for such Loan to be made available by
the Multicurrency Facilities Lenders to such Multicurrency Facilities Borrower
in the Alternative Currency Equivalent Amount of such Dollar Value (determined
based on the Advance Date Exchange Rate applicable to such Domestic Advance).
The principal amount outstanding on any Domestic Loan shall be recorded in the
Agent's records in Dollars (in the case of a Domestic Advance of an Alternative
Currency as if the Loan had initially been made in Dollars), based on the
amount of any Domestic Advance and on the Dollar Value of the initial Advance
of an Alternative Currency, as reduced from time to time by the Dollar
Equivalent Amount (based on the Advance Date Exchange Rate applicable to such
Domestic Advance) of any principal payments with respect to such Domestic
Advance. In the event a Fixed Rate Loan

<PAGE> 45

of an Alternative Currency is Continued, such election to Continue the Fixed
Rate Loan shall be treated as a Domestic Advance and the Agent shall notify the
applicable Borrower and the Multicurrency Facilities Lenders of the Advance
Date Exchange Rate, Interest Period and the Eurodollar Rate for such Continued
Fixed Rate Loan. The Lenders shall each be deemed to have made a Domestic
Advance to such Multicurrency Facilities Borrower of its Applicable Commitment
Percentage of such Loan of an Alternative Currency and the Agent shall apply
the Advance Date Exchange Rate for such new Interest Period to such Continued
Alternative Currency Equivalent Amount to determine the new Dollar Value of
such Fixed Rate Loan and shall adjust its books accordingly. In the event that
such adjustment with respect to a Continued Domestic Loan would cause the Total
Domestic Utilization to exceed the Total Domestic Revolving Credit Commitment,
the Multicurrency Facilities Borrowers shall, immediately on the effective date
of such Continuation, repay (a "Rate Adjustment Payment") the portion of such
Continued Loan (applying the new Advance Date Exchange Rate) necessary to
ensure that the Total Domestic Utilization does not exceed the Total Domestic
Revolving Credit Commitment, provided further that the Multicurrency
Facilities Borrowers shall not be required to pay any additional compensation
pursuant to Section 4.05(a) with respect to a prepayment of a Domestic Loan
required by this sentence if such prepayment is made immediately on the
effective date of the continuation giving rise to such prepayment. For the
purposes of determining the amount of Domestic Loans plus Domestic Letter of
Credit Outstandings plus Domestic Acceptance Usage plus Swing Line
Outstandings, it is intended by the parties that all Domestic Loans shall be
the functional equivalent of Loans made and repaid (based on the applicable
Advance Date Exchange Rate for each Advance) in Dollars. It is recognized that
one or more Lenders may elect to record Domestic Loans or Domestic Advances in
Alternative Currencies. The Agent shall maintain records sufficient to
identify at any time, (i) the Advance Date Exchange Rate with respect to each
Domestic Advance, and (ii) the portion of the outstanding Domestic Revolving
Loans attributable to each Domestic Advance. There shall be no more than eight
(8) Domestic Revolving Loans of an Alternative Currency outstanding at any one
time.

(ii) The Total Domestic Utilization shall not exceed at any time an
amount equal to the Total Domestic Revolving Credit Commitment. Each Domestic
Revolving Loan and each Conversion under Section 2.09 shall be (A) in the case
of Fixed CD or Eurodollar Rate Loans, in an amount not less than $3,000,000 (or
as to Eurodollar Rate Loans the equivalent thereof if in an Alternative
Currency) and if greater in integral multiples of $1,000,000 (or as to
Eurodollar Rate Loans the equivalent thereof if in an Alternative Currency plus
accrued interest rounded upward to the nearest $10,000), and (B) in the case of
Domestic Base Rate Loans in an amount not less than $1,000,000, and, if
greater, an integral multiple of $100,000.

(iii) For each Domestic Advance an Authorized Representative shall
give the Agent at least (A) three (3) Business Days irrevocable telecopy or
telex notice of each Fixed Rate Loan in an Alternative Currency (whether
representing an additional borrowing hereunder or the Conversion of borrowing
hereunder) prior to 10:30 A.M., Charlotte, North Carolina time, (B) three (3)
Business Days irrevocable telecopy or telex notice prior to 10:30 A.M.,
Charlotte, North Carolina time in the case of Eurodollar Rate Loans in Dollars
or two (2) Business Days irrevocable telecopy or telex notice prior to 10:30
A.M. Charlotte, North Carolina time in the

<PAGE> 46

case of Fixed CD Loans, and, (C) irrevocable telephonic or telefacsimile notice
of each Floating Rate Loan representing a borrowing or Conversion hereunder
prior to 10:30 A.M. Charlotte, North Carolina time on the day of such proposed
Floating Rate Loan. Each such Borrowing Notice, which shall be effective upon
receipt by the Agent, shall specify the Type of Loan, whether Dollar or
Alternative Currency, amount of the Domestic Loan for which the Domestic
Advance is to be made, the date of borrowing and the Interest Period to be used
in the computation of interest. The Authorized Representative shall provide the
Agent written confirmation of each such telephonic notice on the same day by
telefacsimile transmission in the form of a Borrowing Notice in the form
attached hereto as Exhibit D-1, in each case with appropriate insertions, but
failure to provide such confirmation shall not affect the validity of such
telephonic notice. The duration of the initial Interest Period for each
Domestic Loan shall be as specified in the initial Borrowing Notice. The
Multicurrency Facilities Borrowers shall have the option to elect the duration
of subsequent Interest Periods and to Convert the Domestic Loans in accordance
with Section 2.09 hereof. If the Agent does not receive a notice of election
of duration of an Interest Period or to Convert by the time prescribed hereby
and by Section 2.09 hereof, the applicable Multicurrency Facilities Borrower
shall be deemed to have elected a Floating Rate Loan bearing interest at the
Domestic Base Rate. The Fixed CD Rate may only be elected to apply to Domestic
Loans made in Dollars. The Floating CD Rate shall apply only to Swing Line
Loans.

(iv) Notice of receipt of each Borrowing Notice in respect of
Domestic Loans shall be provided by the Agent to each Multicurrency Facilities
Lender by telecopy or telex with reasonable promptness, but not later than
12:00 noon, Charlotte, North Carolina time on the same day as Agent's receipt
of such notice from the Multicurrency Facilities Borrowers so long as such
receipt is prior to 10:30 A.M. At approximately 10:00 A.M. Charlotte, North
Carolina time two (2) Business Days preceding the date specified for a Domestic
Advance of an Alternative Currency, the Agent shall determine the Advance Date
Exchange Rate and the Applicable Rate. Not later than 11:00 A.M. Charlotte,
North Carolina time two (2) Business Days preceding the date specified for each
Domestic Advance of an Alternative Currency, the Agent shall provide the
applicable Multicurrency Facilities Borrower and each Multicurrency Facilities
Lender notice by telefacsimile transmission of the Advance Date Exchange Rate
applicable to such Domestic Advance, and the applicable Alternative Currency
Equivalent Amount of the Domestic Loan or Domestic Loans required to be made by
each Multicurrency Facilities Lender on such date, and the Dollar Value of such
Domestic Loan or Domestic Loans and the Applicable Rate.

(v) In the case of Domestic Advances in Dollars, each Lender
shall, pursuant to the terms and conditions of this Agreement, not later than
12:00 noon, Charlotte, North Carolina time on the date specified for such
Domestic Advance, make the amount of the Domestic Advance to be made by it on
such day available to the Agent by depositing or transferring the proceeds
thereof in immediately available funds to the Agent, at the Principal Office.
The amount so received by the Agent shall, subject to the terms of this
Agreement, be made available to the applicable Multicurrency Facilities
Borrower by deposit of the proceeds to an account of such Multicurrency
Facilities Borrower maintained at the Principal Office or otherwise as shall be
directed in the applicable Borrowing Notice.

<PAGE> 47

(vi) In the case of Domestic Advances of an Alternative Currency,
not later than 9:00 A.M., Charlotte, North Carolina time on the date specified
for each Domestic Advance, each Multicurrency Facilities Lender shall, pursuant
to the terms and subject to the conditions of this Agreement, make the amount
of the Domestic Loan or Domestic Loans to be made by it on such day available
to the applicable Multicurrency Facilities Borrower at the Funding Bank, to the
account of the Agent with the Funding Bank. The amount so received by the
Funding Bank shall, subject to the terms and conditions of the Loan Documents
and upon instruction from the Agent to the Funding Bank on the same day but no
later than 9:00 A.M. Charlotte, North Carolina time, be made available to the
applicable Multicurrency Facilities Borrower by delivery of the Alternative
Currency Equivalent Amount to such Multicurrency Facilities Borrower's account
with the Funding Bank.

(vii) Notwithstanding the foregoing, if a drawing is made under any
Domestic Letter of Credit or presentment is made of a Domestic Acceptance prior
to the Revolving Credit Termination Date and the applicable Multicurrency
Facilities Borrower shall not immediately reimburse NationsBank for the amount
of such draw or payment, then notice of such drawing or payment shall be
provided promptly by NationsBank to the Agent and the Agent shall provide
notice to each Multicurrency Facilities Lender by telephone or telefacsimile.
If notice to the Multicurrency Facilities Lenders of a drawing under any Letter
of Credit or payment under any Domestic Acceptance is given by the Agent at or
before 12:00 noon Charlotte, North Carolina time on any Business Day, the
applicable Multicurrency Facilities Borrower shall be deemed to have requested,
and each Multicurrency Facilities Lender shall, pursuant to the conditions of
this Agreement, make a Domestic Base Rate Loan under the Domestic Revolving
Credit Facility in the amount of such Multicurrency Facilities Lender's
Applicable Commitment Percentage of such drawing or payment (and in the case of
a drawing in an Alternative Currency, a Domestic Base Rate Loan, in an amount
equal to such Multicurrency Facilities Lender's Applicable Commitment
Percentage of the Dollar Equivalent Amount of such drawing or payment
determined on the basis of the Spot Rate of Exchange on the date of drawing
under the Letter of Credit) and shall pay such amount to the Agent for the
account of NationsBank at the Principal Office in Dollars and in immediately
available funds before 2:30 P.M. Charlotte, North Carolina time on the same
Business Day. If notice to the Multicurrency Facilities Lenders is given by
the Agent after 12:00 noon Charlotte, North Carolina time on any Business Day,
the applicable Multicurrency Facilities Borrower shall be deemed to have
requested, and each Multicurrency Facilities Lender shall, pursuant to the
terms and subject to the conditions of this Agreement, make a Domestic Base
Rate Loan under the Domestic Revolving Credit Facility in the amount of such
Multicurrency Facilities Lender's Applicable Commitment Percentage of such
drawing or payment (and in the case of a drawing in an Alternative Currency, a
Domestic Base Rate Loan, in an amount equal to such Multicurrency Facilities
Lender's Applicable Commitment Percentage of the Dollar Equivalent Amount of
such drawing or payment determined on the basis of the Spot Rate of Exchange on
the date of drawing under the Letter of Credit) and shall pay such amount to
the Agent for the account of NationsBank at the Principal Office in Dollars and
in immediately available funds before 12:00 noon Charlotte, North Carolina time
on the next following Business Day. Such Domestic Base Rate Loan shall
Continue unless and until the

<PAGE> 48

applicable Multicurrency Facilities Borrower Converts such Domestic Base Rate
Loan in accordance with the terms of Section 2.09 hereof.

2.02 Payment of Interest. (a) The Multicurrency Facilities
Borrowers shall pay interest to the Agent for the account of each Multicurrency
Facilities Lender on the outstanding and unpaid principal amount of each
Domestic Loan made by such Multicurrency Facilities Lender for the period
commencing on the date of such Domestic Loan until such Loan shall be due at
the then applicable Floating Rate for Floating Rate Loans or applicable Fixed
Rate for Fixed Rate Loans, such payments to be made in Dollars with respect to
Loans made in Dollars, and at the Applicable Rate in the case of Domestic Loans
made in Alternative Currency, such payments to be made in the appropriate
Alternative Currency as designated by the Authorized Representative pursuant to
Section 2.01 hereof or as otherwise provided herein; provided, however, that if
any amount shall not be paid when due (at maturity, by acceleration or
otherwise), all amounts outstanding hereunder shall bear interest thereafter
(i) in the case of a Fixed Rate Loan, until the end of the Interest Period with
respect to such Fixed Rate Loan, at a rate of two percent (2%) above such Fixed
Rate and (ii) thereafter, and with respect to Floating Rate Loans, at a rate of
interest per annum which shall be two percent (2%) above the Domestic Base Rate
or the Floating CD Rate, as applicable, or the maximum rate permitted by
applicable law, whichever is lower, from the date such amount was due and
payable until the date such amount is paid in full.

(b) Interest on each Domestic Loan shall be computed on the basis
of a year of 360 days and calculated for the actual number of days elapsed
provided that for Alternative Currency Loans for which a 365-day basis is the
only market practice available to the Agent for such Loan, interest shall be
calculated on the basis of a year of 365-366 days, as the case may be, for the
actual days elapsed. Interest on each Domestic Loan shall be paid (a)
quarterly in arrears on the last Business Day of each fiscal quarter,
commencing October 31, 1997, on each Floating Rate Loan, (b) on the last day of
the applicable Interest Period for each Fixed Rate Loan and, if the Interest
Period extends for more than three months, at intervals of three months after
the first day of the Interest Period and (c) on the Revolving Credit
Termination Date. Interest on amounts not paid when due shall be payable on
demand.

2.03 Payment of Principal. (a) The principal amount of each
Domestic Loan (other than a Competitive Bid Loan) shall be due and payable to
the Agent for the benefit of each Multicurrency Facilities Lender in full on
the Revolving Credit Termination Date. Competitive Bid Loans shall be due and
payable on the last day of the Interest Period for such Loans. The duration of
the initial Interest Period for each Domestic Loan that is a Fixed Rate Loan
shall be as specified in the initial Borrowing Notice. The Multicurrency
Facilities Borrowers shall have the option to elect the duration of subsequent
Interest Periods and to Convert the Domestic Loans in accordance with Section
2.09 hereof. If the Agent does not receive a notice of election of duration of
an Interest Period or to Convert by the time prescribed by Section 2.09 hereof,
the applicable Multicurrency Facilities Borrower shall be deemed to have
elected to Convert such Domestic Loan to (or Continue such Domestic Loan as) a
Domestic Base Rate Loan until the Multicurrency Facilities Borrower notifies
the Agent in accordance with Section 2.09.

41
<PAGE> 49

(b) Each payment of principal and payment of interest in respect
of Domestic Loans shall be made to the Agent at the Principal Office, for the
account of each Multicurrency Facilities Lender's Applicable Lending Office, to
be recorded in Dollars as set forth in Section 2.01(b). The repayment of such
principal amount in respect of Loans made in an Alternative Currency shall be
made in the appropriate Alternate Currency as follows: the portion of the
outstanding Domestic Loans attributable to each specified Domestic Advance (or
the Continuation or Conversion thereof) (as determined from the Agent's
records) shall be repaid in the same Alternative Currency as such Domestic
Advance. Each such payment shall be made in immediately available funds before
12:30 P.M. Charlotte, North Carolina time on the date such payment is due. The
Agent may, but shall not be obligated to, debit the amount of any such payment
which is not made by such time to any ordinary deposit account, if any, of the
applicable Multicurrency Facilities Borrower with the Agent. The Multicurrency
Facilities Borrowers shall give the Agent prior telephonic notice of any
payment of principal, such notice to be given by not later than 11:00 A.M.
Charlotte, North Carolina time, on the date of such payment.

(c) The Agent shall deem any payment by or on behalf of the
Multicurrency Facilities Borrowers hereunder that is not made both (a) in
Dollars in the case of Domestic Loans made in Dollars and the required
Alternative Currency in the case of Domestic Loans made in Alternative
Currencies and in immediately available funds and (b) prior to 12:30 P.M.
Charlotte, North Carolina time to be a non-conforming payment. Any such
payment shall not be deemed to be received by the Agent until the time such
funds become available funds in the required currency. The Agent shall give
prompt telephonic notice to the applicable Authorized Representative and each
of the Multicurrency Facilities Lenders (confirmed in writing) if any payment
is non-conforming. Interest shall continue to accrue on any principal as to
which a non-conforming payment is made until such funds become available funds
(but in no event less than the period from the date of such payment to the next
succeeding Business Day) at a rate of interest per annum which shall be two
percent (2%) above the Domestic Base Rate or the maximum rate permitted by
applicable law, whichever is lower, from the date such amount was due and
payable until the date such amount is paid in full.

(d) In the event that any payment hereunder or under the
Multicurrency Facilities Notes becomes due and payable on a day other than a
Business Day, then such due date shall be extended to the next succeeding
Business Day; provided that interest shall continue to accrue during the period
of any such extension.

2.04 Competitive Bid Loans.

(a) In addition to borrowings of Syndicated Loans, at any time
prior to the Revolving Credit Termination Date the Multicurrency Facilities
Borrowers may, as set forth in this Section 2.04, request the Multicurrency
Facilities Lenders to make offers to make Competitive Bid Loans to the
Multicurrency Facilities Borrowers in Dollars. The Multicurrency Facilities
Lenders may, but shall have no obligation to, make such offers and the
Multicurrency Facilities Borrowers may, but shall have no obligation to, accept
any such offers in the manner set forth in this

<PAGE> 50

Section 2.04. Competitive Bid Loans shall be Absolute Rate Loans, provided
that:

(i) the Total Domestic Utilization shall not exceed the
Total Domestic Revolving Credit Commitment;

(ii) there may be no more than four (4) different Interest
Periods for Competitive Bid Loans outstanding at the same time;

(iii) the aggregate amount of outstanding Competitive Bid
Loans of a Multicurrency Facilities Lender shall not exceed at any
time an amount equal to $50,000,000;

(iv) no Competitive Bid Loan shall have a maturity date
subsequent to the Revolving Credit Termination Date; and

(v) the aggregate amount of Competitive Bid Loans
outstanding at any time shall not exceed $50,000,000 in the aggregate.

(b) When a Multicurrency Facilities Borrower wishes to request
offers to make Competitive Bid Loans, it shall give the Agent (which shall
promptly notify the Multicurrency Facilities Lenders) notice (a "Competitive
Bid Quote Request") to be received no later than 10:00 A.M. on the Business Day
next preceding the date of borrowing proposed therein (or such other time and
date as such Multicurrency Facilities Borrower and the Agent, with the consent
of the Required Lenders, may agree). The Multicurrency Facilities Borrowers
may request offers to make Competitive Bid Loans for up to three (3) different
Interest Periods in a single notice; provided that the request for each
separate Interest Period shall be deemed to be a separate Competitive Bid Quote
Request for a separate borrowing (a "Competitive Bid Borrowing") and there
shall not be outstanding at any one time more than four (4) Competitive Bid
Borrowings. Each such Competitive Bid Quote Request shall be substantially in
the form of Exhibit H hereto and shall specify as to each Competitive Bid
Borrowing:

(i) the proposed date of such borrowing, which shall be a
Business Day;

(ii) the aggregate amount of such Competitive Bid
Borrowing, which shall be at least $5,000,000 (or a larger multiple of
$1,000,000) but shall not cause the limits specified in Section
2.04(a) hereof to be violated;

(iii) the duration of the Interest Period applicable
thereto; and

(iv) the date on which the Competitive Bid Quotes are to
be submitted if it is before the proposed date of borrowing (the date
on which such Competitive Bid Quotes are to be submitted is called the
"Quotation Date").

Except as otherwise provided in this Section 2.04(b), no Competitive Bid Quote
Request shall be

<PAGE> 51

given within five (5) Business Days (or such other number of days as the
applicable Multicurrency Facilities Borrower and the Agent, with the consent of
the Required Lenders, may agree) of any other Competitive Bid Quote Request.

(c) (i) Each Multicurrency Facilities Lender may submit one or
more Competitive Bid Quotes, each containing an offer to make a Competitive Bid
Loan in response to any Competitive Bid Quote Request; provided that, if a
Multicurrency Facilities Borrower's request under Section 2.04(b) hereof
specified more than one Interest Period, such Multicurrency Facilities Lender
may make a single submission containing one or more Competitive Bid Quotes for
each such Interest Period. Each Competitive Bid Quote must be submitted to the
Agent not later than 10:00 A.M. Charlotte, North Carolina time on the Quotation
Date (or such other time and date as the applicable Multicurrency Facilities
Borrower and the Agent, with the consent of the Required Lenders, may agree);
provided, that any Competitive Bid Quote may be submitted by the Agent (or its
Applicable Lending Office) only if the Agent (or such Applicable Lending
Office) notifies the Multicurrency Facilities Borrower of the terms of the
offer contained therein not later than 9:45 A.M. Charlotte, North Carolina time
on the Quotation Date. Subject to Article IV, Article VII and Article X
hereof, any Competitive Bid Quote so made shall be irrevocable except with the
consent of the Agent given on the instructions of the applicable Multicurrency
Facilities Borrower.

(ii) Each Competitive Bid Quote shall be substantially in
the form of Exhibit I hereto and shall specify:

(A) the proposed date of borrowing and the
Interest Period therefor;

(B) the principal amount of the Competitive Bid
Loan for which each such offer is being made, which principal
amount shall be at least $5,000,000 (or a larger multiple of
$1,000,000); provided that the aggregate principal amount of
all Competitive Bid Loans for which a Lender submits
Competitive Bid Quotes (x) may not exceed $50,000,000 and (y)
may not exceed the principal amount of the Competitive Bid
Borrowing for a particular Interest Period for which offers
were requested;

(C) the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/10,000th of 1%)
offered for each such Competitive Bid Loan (the "Absolute
Rate"); and

(D) the identity of the quoting Lender.

Unless otherwise agreed by the Agent and the applicable Multicurrency
Facilities Borrower, no Competitive Bid Quote shall contain qualifying,
conditional or similar language or propose terms other than or in addition to
those set forth in the applicable Competitive Bid Quote Request and, in
particular, no Competitive Bid Quote may be conditioned upon acceptance by the
applicable Multicurrency Facilities Borrower of all (or some specified minimum)
of the principal amount of

<PAGE> 52

the Competitive Bid Loan for which such Competitive Bid Quote is being made.

(d) The Agent shall, as promptly as practicable after the
Competitive Bid Quote is submitted (but in any event not later than 10:30 A.M.
Charlotte, North Carolina time on the Quotation Date), notify the applicable
Multicurrency Facilities Borrower of the terms (i) of any Competitive Bid Quote
submitted by a Multicurrency Facilities Lender that is in accordance with
Section 2.04(c) hereof and (ii) of any Competitive Bid Quote that amends,
modifies or is otherwise inconsistent with a previous Competitive Bid Quote
submitted by such Multicurrency Facilities Lender with respect to the same
Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall
be disregarded by the Agent unless such subsequent Competitive Bid Quote is
submitted solely to correct a manifest error in such former Competitive Bid
Quote. The Agent's notice to the applicable Multicurrency Facilities Borrower
shall specify (A) the aggregate principal amount of the Competitive Bid
Borrowing for which offers have been received and (B) the respective principal
amounts and Absolute Rates so offered by each Multicurrency Facilities Lender
(identifying the Multicurrency Facilities Lender that made each Competitive Bid
Quote).

(e) Not later than 11:00 A.M. Charlotte, North Carolina time on
the Quotation Date (or such other time and date as the applicable Multicurrency
Facilities Borrower and the Agent, with the consent of the Required Lenders,
may agree), the applicable Multicurrency Facilities Borrower shall notify the
Agent of its acceptance or nonacceptance of the offers so notified to it
pursuant to Section 2.04(d) hereof (and the failure of the applicable
Multicurrency Facilities Borrower to give such notice by such time shall
constitute nonacceptance) and the Agent shall promptly notify each affected
Multicurrency Facilities Lender. In the case of acceptance, such notice shall
specify the aggregate principal amount of offers for each Interest Period that
are accepted. The applicable Borrower may accept any Competitive Bid Quote in
whole or in part (provided that any Competitive Bid Quote accepted in part
shall be at least $5,000,000 or a larger multiple of $1,000,000); provided
that:

(i) the aggregate principal amount of each Competitive
Bid Borrowing may not exceed the applicable amount set forth in the
related Competitive Bid Quote Request;

(ii) the aggregate principal amount of each Competitive
Bid Borrowing shall be at least $5,000,000 (or a larger multiple of
$1,000,000) but shall not cause the limits specified in Section
2.04(a) hereof to be violated;

(iii) acceptance of offers may be made only in ascending
order of Absolute Rates, beginning with the lowest rate so offered;
and

(iv) the Multicurrency Facilities Borrowers may not accept
any offer where the Agent has correctly advised the Multicurrency
Facilities Borrowers that such offer fails to comply with Section
2.04(c)(ii) hereof or otherwise fails to comply with the requirements
of this Agreement (including, without limitation, Section 2.04(a)
hereof).

<PAGE> 53

If offers are made by two or more Multicurrency Facilities Lenders with the
same Absolute Rates, for a greater aggregate principal amount than the amount
in respect of which offers are accepted for the related Interest Period after
the acceptance of all offers, if any, of all lower Absolute Rates offered by
any Multicurrency Facilities Lender for such related Interest Period, the
principal amount of Competitive Bid Loans in respect of which such offers are
accepted shall be allocated by the applicable Multicurrency Facilities Borrower
among such Multicurrency Facilities Lenders as nearly as possible (in amounts
of at least $5,000,000 or larger multiples of $1,000,000) in proportion to the
aggregate principal amount of such offers. Determinations by the applicable
Multicurrency Facilities Borrower of the amounts of Competitive Bid Loans and
the lowest bid after adjustment as provided in Section 2.04(e)(iii) shall be
conclusive in the absence of manifest error.

(f) Any Multicurrency Facilities Lender whose offer to make any
Competitive Bid Loan has been accepted shall, not later than 1:00 P.M.
Charlotte, North Carolina time on the date specified for the making of such
Loan, make the amount of such Loan available to the Agent at the Principal
Office in Dollars and in immediately available funds, for account of the
applicable Multicurrency Facilities Borrower. The amount so received by the
Agent shall, subject to the terms and conditions of this Agreement, be made
available to the applicable Multicurrency Facilities Borrower on such date by
depositing the same, in Dollars and in immediately available funds, in an
account of the Multicurrency Facilities Borrowers maintained at the Principal
Office or otherwise as shall be directed by the applicable Multicurrency
Facilities Borrower.

2.05 Multicurrency Facilities Notes.

(a) Syndicated Loans made by each Multicurrency Facilities Lender
shall be evidenced by the Domestic Revolving Credit Note payable to the order
of such Lender in the respective amount of its Applicable Commitment Percentage
of the Total Domestic Revolving Credit Commitment, which Domestic Revolving
Credit Note shall be dated the Closing Date and shall be duly completed,
executed and delivered by the Multicurrency Facilities Borrowers.

(b) Swing Line Loans made by NationsBank shall be evidenced by the
Swing Line Note payable to the order of NationsBank, which Swing Line Note
shall be dated the Closing Date and shall be duly completed, executed and
delivered by TDC.

(c) Competitive Bid Loans made by each Multicurrency Facilities
Lender shall be evidenced by the Competitive Bid Note payable to the order of
such Lender in the amount of $50,000,000, which Competitive Bid Note shall be
dated the Closing Date and shall be duly completed, executed and delivered by
the Multicurrency Facilities Borrowers.

2.06 Pro Rata Payments. Except as otherwise provided herein, (a)
each payment on account of the principal of and interest on the Syndicated
Loans and the fees described in Section 2.10 hereof shall be made to the Agent
for the account of the Lenders pro rata based on their Applicable Commitment
Percentages of the Total Domestic Revolving Credit Commitment, (b) all payments
to be made by the Multicurrency Facilities Borrowers for the account of each of

<PAGE> 54

the Multicurrency Facilities Lenders on account of principal, interest and fees
shall be made without set-off or counterclaim, and (c) the Agent will promptly
distribute payments received to the Multicurrency Facilities Lenders.
Notwithstanding the foregoing, in the event any Multicurrency Facilities Lender
shall not be able to make a Fixed Rate Loan as provided in Section 4.07,
interest shall be allocated to each Multicurrency Facilities Lender according
to the interest rate payable to such Multicurrency Facilities Lender.

2.07 Reductions. The Multicurrency Facilities Borrowers shall, by
notice from an Authorized Representative, have the right from time to time (but
not more frequently than once during each fiscal quarter), upon not less than
ten (10) Business Days written notice to the Agent, to reduce the Total
Domestic Revolving Credit Commitment. The Agent shall give each Multicurrency
Facilities Lender, within one (1) Business Day, telephonic notice (confirmed in
writing) of such reduction. Each such reduction shall be in the aggregate
amount of $5,000,000 or such greater amount which is in an integral multiple of
$1,000,000, and shall permanently reduce the Total Domestic Revolving Credit
Commitment. No such reduction shall result in the payment of any Fixed Rate
Loan other than on the last day of the Interest Period of such Loan unless such
prepayment is accompanied by amounts due, if any, under Section 4.05. Each
such reduction of the Total Domestic Revolving Credit Commitment shall be
accompanied by payment of the Loans to the extent that the Total Domestic
Utilization exceeds the Total Domestic Revolving Credit Commitment, after
giving effect to such reduction, together with accrued and unpaid interest on
the amounts prepaid.

2.08 Increase and Decrease in Amounts. The amount of the Total
Domestic Revolving Credit Commitment which shall be available to the
Multicurrency Facilities Borrowers as Domestic Revolving Loans shall be reduced
by the aggregate amount of all Domestic Letters of Credit Outstandings, Swing
Line Outstandings, Domestic Acceptance Usage and Competitive Bid Loans.

2.09 Conversions and Elections of Subsequent Interest Periods.
Provided that no Default or Event of Default shall have occurred and be
continuing and subject to the limitations set forth below and in Article IV
hereof, the Multicurrency Facilities Borrowers may:

(a) upon notice to the Agent on or before 10:30 A.M. Charlotte,
North Carolina time on any Business Day Convert all or a part of Fixed Rate
Loans (other than Competitive Bid Loans) to Floating Rate Loans under the
Domestic Revolving Credit Facility on the last day of the Interest Period for
such Fixed Rate Loans;

(b) on three (3) or in the case of Conversions into or
Continuations of Domestic Loans as Fixed CD Loans two (2)) Business Days'
notice to the Agent on or before 10:30 A.M. Charlotte, North Carolina time:

(i) elect a subsequent Interest Period for all or a
portion of Fixed Rate Loans (other than Competitive Bid Loans) under
the Domestic Revolving Credit Facility in Dollars or any Alternate
Currency to begin in the same currency on the last day of the

<PAGE> 55

current Interest Period for such Fixed Rate Loans;

(ii) elect that any Fixed Rate Loan in Dollars (other than
Competitive Bid Loans) under the Domestic Revolving Credit Facility be
Converted on the last day of the Interest Period for any Fixed Rate
Loan into another Fixed Rate Loan in Dollars; and

(iii) Convert Floating Rate Loans under the Domestic
Revolving Credit Facility to Fixed Rate Loans (other than Competitive
Bid Loans) on any Business Day.

Notice of any such elections or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such election or Conversion and the Interest Period to be applicable to the
Domestic Revolving Loan as Continued or Converted. Each election and
Conversion pursuant to this Section 2.09 shall be subject to the limitations on
Fixed Rate Loans set forth in the definition of "Interest Period" herein and in
Section 2.01 and Article IV hereof. All such Continuations or Conversions of
Domestic Revolving Loans shall be effected pro rata based on the Applicable
Commitment Percentages of the Lenders in respect of the Total Domestic
Revolving Credit Commitment.

2.10 Unused Fee. For the period beginning on the Closing Date and
ending on the Revolving Credit Termination Date (or such earlier date on which
the Multicurrency Facilities have terminated), the Multicurrency Facilities
Borrowers agree to pay to the Agent, for the pro rata benefit of the
Multicurrency Facilities Lenders based on their Applicable Commitment
Percentages of the Total Domestic Revolving Credit Commitment, an unused fee
equal to the Applicable Unused Fee times the sum of the daily amount by which
the Total Domestic Revolving Credit Commitment exceeds the sum of average daily
(i) Domestic Revolving Loans, plus (ii) Domestic Letter of Credit Outstanding,
plus (ii) Domestic Acceptance Usage. Swing Line Loans and Competitive Bid
Loans shall not be outstanding Loans for purposes of determining such fee.
Such payments of fees provided for in this Section 2.10 shall be due in arrears
on the last Business Day of each July, October, January and April beginning
October 31, 1997 to and on the Revolving Credit Termination Date (or such
earlier date on which the Multicurrency Facilities have terminated).
Notwithstanding the foregoing, so long as any Multicurrency Facilities Lender
fails to make available any portion of its Domestic Revolving Credit Commitment
when requested, such Lender shall not be entitled to receive payment of its pro
rata share of such fee until such Lender shall make available such portion.
Such fee shall be calculated on the basis of a year of 360 days for the actual
number of days elapsed.

2.11 Deficiency Advances. No Multicurrency Facilities Lender shall
be responsible for any default of any other Multicurrency Facilities Lender in
respect to such other Multicurrency Facilities Lender's obligation to make any
Domestic Revolving Loan hereunder nor shall the Domestic Revolving Credit
Commitment of any Multicurrency Facilities Lender hereunder be increased as a
result of such default of any other Multicurrency Facilities Lender. Without
limiting the generality of the foregoing, in the event any Multicurrency
Facilities Lender shall fail to advance funds to a Multicurrency Facilities
Borrower as herein provided, the Agent may in its discretion, but shall not be
obligated to, advance under the applicable Domestic

<PAGE> 56

Revolving Credit Note in its favor as a Multicurrency Facilities Lender all or
any portion of such amount or amounts (each, a "deficiency advance") and shall
thereafter be entitled to payments of principal of and interest on such
deficiency advance in the same manner and at the same interest rate or rates to
which such other Multicurrency Facilities Lender would have been entitled had
it made such advance under its applicable Domestic Revolving Credit Note;
provided that, upon payment to the Agent from such other Multicurrency
Facilities Lender of the entire outstanding amount of each such deficiency
advance, together with accrued and unpaid interest thereon, from the most
recent date or dates interest was paid to the Agent by the applicable
Multicurrency Facilities Borrower on each Domestic Revolving Loan comprising
the deficiency advance at the interest rate per annum for overnight borrowing
by the Agent from the Federal Reserve Bank, then such payment shall be credited
against the applicable Domestic Revolving Credit Note of the Agent in full
payment of such deficiency advance and the applicable Multicurrency Facilities
Borrower shall be deemed to have borrowed the amount of such deficiency advance
from such other Multicurrency Facilities Lender as of the most recent date or
dates, as the case may be, upon which any payments of interest were made by
such Multicurrency Facilities Borrower thereon.

2.12 Adjustments by Agent. Notwithstanding the construction of
"pro rata" to mean based on the Applicable Percentage Commitments and any
provisions contained herein for the advancement of funds or distribution of
payments on a pro rata basis, the Agent may, in its discretion, but shall not
be obligated to, adjust downward or upward (but not in excess of any applicable
Domestic Revolving Credit Commitment) the principal amount of any Domestic
Revolving Loan to be made by any Multicurrency Facilities Lender to the nearest
amount which is evenly divisible by $100, and make appropriate related
adjustment in the distribution of payments of principal and interest on the
Loans.

2.13 Use of Proceeds. The proceeds of the Loans made pursuant to
the Domestic Revolving Credit Facility hereunder shall be used by the
Multicurrency Facilities Borrowers to repay and terminate the Prior Facilities,
to finance capital expenditures and Permitted Acquisitions and for other
working capital and general corporate needs of TDC and its Subsidiaries, to the
extent permitted under this Agreement.

2.14 Extension of Revolving Credit Termination Date. At the
request of the Multicurrency Facilities Borrowers the Lenders may, in their
sole discretion, elect to extend the Revolving Credit Termination Date for
Multicurrency Facilities then in effect for additional periods of one year.
The Multicurrency Facilities Borrowers shall notify the Lenders of their
request for such an extension by delivering to the Agent notice of such request
signed by an Authorized Representative not more than one hundred and twenty
(120) days nor less than sixty (60) days prior to the second anniversary of the
Closing Date. If all the Lenders shall elect to so extend both the
Multicurrency Facilities and the Canadian Facilities, the Agent shall notify
the Multicurrency Facilities Borrowers in writing within sixty (60) days of its
receipt of such request for extension of the decision of the Lenders of whether
to extend the Revolving Credit Termination Date for Multicurrency Facilities.
Failure by the Agent to give such notice shall constitute refusal by the
Lenders to extend the Revolving Credit Termination Date for the Multicurrency
Facilities.

<PAGE> 57

2.15 Swing Line. Notwithstanding any other provision of this
Agreement to the contrary, in order to administer the Domestic Revolving Credit
Facility in an efficient manner and to minimize the transfer of funds between
the Agent and the Multicurrency Facilities Lenders, NationsBank shall make
available Swing Line Loans to TDC in Dollars prior to the Revolving Credit
Termination Date. NationsBank shall not make any Swing Line Loan pursuant
hereto (i) if the Borrowers are not in compliance with all the conditions to
the making of Loans set forth in this Agreement, (ii) if after giving effect to
such Swing Line Loan, the Swing Line Loans outstanding exceed $25,000,000, or
(iii) if after giving effect to such Swing Line Loan, the Total Domestic
Utilization exceeds the Total Domestic Revolving Credit Commitment. Loans made
pursuant to this Section 2.15 shall be limited to Floating CD Loans.

(i) TDC may borrow, repay and reborrow under this Section
2.15. Borrowings under the Swing Line may be made in amounts of
$250,000 and multiples of $250,000 in excess thereof, upon telephonic
(confirmed in writing) or telefacsimile request by an Authorized
Representative of TDC made to NationsBank not later than 12:00 noon
Charlotte, North Carolina time on the Business Day of the requested
borrowing. Each repayment of a Swing Line Loan shall be in integral
multiples of $250,000 with a minimum amount of $250,000.

(ii) If TDC instructs NationsBank to debit its demand
deposit account in an amount of any payment with respect to a Swing
Line Loan, or NationsBank otherwise receives repayment after 2:00 P.M.
Charlotte, North Carolina time, on a Business Day, such payment shall
be deemed received on the next Business Day. TDC shall pay interest
on Swing Line Loans quarterly on the last Business Day of each
quarter, commencing October 31, 1997 and continuing on the last day of
each January, April, July and October thereafter. Interest shall be
calculated on the basis of a year of 360 days and calculated for the
actual number of days elapsed.

(iii) The Multicurrency Facilities Borrowers and each
Multicurrency Facilities Lender which is or may become a party hereto
acknowledge that all Swing Line Loans are to be made solely by
NationsBank to TDC but that such Multicurrency Facilities Lender shall
share the risk of loss with respect to such Loans in an amount equal
to such Lender's Applicable Commitment Percentage of such Swing Line
Loan. Upon demand according to its Applicable Commitment Percentage
of such Swing Line Loan, each Multicurrency Facilities Lender shall
promptly provide to NationsBank its purchase price therefor in an
amount equal to its Participation therein, in which case such Swing
Line Loan shall be deemed from and after such date (to the extent TDC
has not Converted such loan pursuant to Section 2.09) a Syndicated
Loan made in accordance with the Agreement. The obligation of each
Lender to so provide its purchase price to NationsBank shall be
absolute and unconditional and shall not be affected by the occurrence
of an Event of Default or any other occurrence or event.

(iv) TDC at its option may request an Advance as a
Domestic Revolving Loan

<PAGE> 58

pursuant to Section 2.01 in an amount sufficient to repay any or all
Swing Line Loans on any date (subject to three (3) Business Days prior
notice in the case of Eurodollar Loans or (5) Business Days
prior notice in the case of Loans in an Alternative Currency) and the
Agent shall upon the receipt of such Advance, provide to NationsBank
the amount necessary to repay such Swing Line Loan or Loans (which
NationsBank shall then apply to such repayment) and credit any balance
of the Domestic Revolving Loan in immediately available funds to an
account of TDC at the Principal Office or as otherwise directed by
TDC. The proceeds of such Advances shall be paid to NationsBank for
application to the outstanding Swing Line Loans and the Multicurrency
Facilities Lenders shall then be deemed to have made Domestic
Revolving Loans in the amount of such Advances. The obligation of
NationsBank to fund the Swing Line shall cease upon the earliest of
(i) the occurrence of a Default or Event of Default, or (ii) the
Revolving Credit Termination Date, or (iii) the date of resignation by
NationsBank as Agent; provided that when a Default is no longer
continuing NationsBank shall be obligated to provide Swing Line Loans
unless payment of the Obligations has been accelerated.

2.16 Additional Multicurrency Facilities Borrowers. Upon the
request of the Multicurrency Facilities Borrowers as then constituted hereunder
(the "Current Borrowers") and with the consent of the Agent and the Lenders,
additional wholly-owned Subsidiaries of TDC may be added as Multicurrency
Facilities Borrowers (each, an "Additional Borrower") as herein provided. Not
later than twenty (20) days prior to the proposed effective date of such
addition, an Authorized Representative of the Current Borrowers shall request
the addition of such Additional Borrower by notice in writing to the Agent,
which notice shall identify the proposed Additional Borrower and the proposed
effective date of such addition, and shall constitute the Current Borrowers'
representation and warranty to the Agents and the Lenders that they shall
deliver or cause to be delivered, as appropriate, the documents required by
this Section 2.16 in connection with such addition.

If the Agent and the Lenders shall consent to the addition of such
proposed Additional Borrower (which consent shall be indicated by written
notice thereof from the Agent to the Multicurrency Facilities Borrowers and the
Lenders, and which consent may be subject to additional conditions, including
payments of additional fees as may be specified by the Agent in such notice),
then such proposed Additional Borrower shall be and become a Multicurrency
Facilities Borrower for all purposes of the Loan Documents upon the
satisfaction of all of the following conditions:

(i) no Default or Event of Default shall exist or be
continuing immediately prior to or on giving effect to such addition;

(ii) the Additional Borrower and the Current Borrowers
shall execute and deliver to the Lenders replacement Domestic
Revolving Credit Notes and Competitive Bid Notes executed by each of
them;

(iii) the Additional Borrower, the Current Borrowers and
all Persons who have

<PAGE> 59

in effect a Guaranty in respect of the Domestic Loans (the
"Domestic Credit Parties") shall execute and deliver an Assumption and
Consent Agreement in the form attached as Exhibit J hereto;

(iv) the Agent shall receive the opinion of counsel to the
Domestic Credit Parties acceptable to the Agent addressed to the Agent
and the Lenders as to the authorization, execution, delivery and
enforceability of the documents described in clauses (ii) and (iii)
and as to such other matters as it may request, such opinion to be
acceptable in form and content to the Agent and its special counsel;

(v) the Additional Borrower shall have furnished to the
Agent its certificate appointing an initial Authorized Representative;
and

(vi) all additional conditions, including the payment of
any fees in connection therewith, as may be specified by the Agent,
shall have been satisfied.

Upon satisfaction of such condition, the Additional Borrower shall
thereafter be and become a Multicurrency Facilities Borrower for all purposes
of the Loan Documents.

2.17 One Loan. (a) All Domestic Loans and Domestic Advances by the
Multicurrency Facilities Lenders to any Multicurrency Facilities Borrower shall
constitute the joint and several general obligation of each of the
Multicurrency Facilities Borrowers. Each Multicurrency Facilities Borrower
shall be jointly and severally liable to the Agent and the Multicurrency
Facilities Lenders for all Obligations hereunder in respect of Multicurrency
Facilities, regardless of whether such Obligations arise as a result of
Domestic Advances to such Borrower, it being stipulated and agreed that
Domestic Advances hereunder to any Multicurrency Facilities Borrower inure to
the benefit of each of the Multicurrency Facilities Borrowers, and that the
Multicurrency Facilities Lenders are relying on the joint and several liability
of the Multicurrency Facilities Borrowers in extending credit under the
Multicurrency Facilities.

(b) Each Multicurrency Facilities Borrower guarantees to the
Multicurrency Facilities Lenders the payment in full of all of the Obligations
of the other Multicurrency Facilities Borrowers to the Multicurrency Facilities
Lenders in respect of Multicurrency Facilities and further guarantees the due
performance by each other Multicurrency Facilities Borrower of its respective
duties and covenants made in favor of the Agent and the Multicurrency
Facilities Lenders hereunder. Each Multicurrency Facilities Borrower agrees
that the joint and several liability of the Multicurrency Facilities Borrowers
shall not be impaired or affected by any modification, supplement, extension or
amendment of any contract or agreement to which the parties thereto may
hereafter agree, nor by any modification, release or other alteration of any of
the rights of the Agent and the Multicurrency Facilities Lenders with respect
to any collateral, nor by any delay, extension of time, renewal, compromise or
other indulgence granted by the Agent and the Multicurrency Facilities Lenders
with respect to any of the Obligations, nor by any other agreements or
arrangements whatever with any other Multicurrency Facilities Borrower, any
guarantor or any other Person, each Multicurrency Facilities Borrower hereby
waiving all

<PAGE> 60

notice of any such delay, extension, release, substitution, renewal, compromise
or other indulgence, and hereby consenting to be bound thereby as fully and
effectually as if it had expressly agreed thereto in advance. The liability of
each Multicurrency Facilities Borrower hereunder is direct and unconditional as
to all of the Obligations hereunder in respect of the Multicurrency Facilities,
and may be enforced without requiring the Agent or the Multicurrency Facilities
Lenders first to resort to any other right, remedy or security; no
Multicurrency Facilities Borrower shall have any right of subrogation,
reimbursement or indemnity whatsoever, nor any right of recourse to security
for any of the Obligations in respect of the Multicurrency Facilities, unless
and until all of said Obligations have been paid in full.

2.18 Letters of Credit. NationsBank agrees, subject to the terms
and conditions of this Agreement, to maintain the Existing Domestic Letters of
Credit as Letters of Credit hereunder and upon request of a Multicurrency
Facilities Borrower to issue from time to time for the account of such Borrower
Domestic Letters of Credit upon delivery to NationsBank of a Letter of Credit
Application therefor in form and content acceptable to NationsBank; provided,
that the Domestic Letter of Credit Outstandings hereunder shall not exceed the
Domestic Letter of Credit Commitment. No Domestic Letter of Credit shall be
issued by NationsBank with an expiry date or payment date occurring subsequent
to the fifth Business Day preceding the Revolving Credit Termination Date and
no Commercial Letter of Credit shall have an expiry date occurring more than
six (6) months after the date of its issuance. NationsBank shall not be
required to issue any Letter of Credit if Total Domestic Utilization when added
to the face amount of any requested Domestic Letter of Credit exceeds the Total
Domestic Revolving Credit Commitment.

2.19 Acceptances. NationsBank agrees, subject to the terms and
conditions hereof, until the day prior to the Revolving Credit Termination
Date, to maintain the Existing Domestic Acceptances as Domestic Acceptances
hereunder and, upon the request of a Multicurrency Facilities Borrower, to
create, from time to time, Domestic Acceptances for the benefit of such
Borrower. NationsBank shall create such Domestic Acceptances by accepting and
discounting drafts drawn by such Borrower under and pursuant to this Agreement.
NationsBank shall not accept any such drafts unless the resulting Acceptance
shall be a Domestic Acceptance as defined in Section 1.01 hereof. Upon
accepting a draft NationsBank may discount the resulting Domestic Acceptance at
a rate per annum (based on a year of 360 days) equal to the BA Rate.
NationsBank shall not be required to create any Domestic Acceptance if the
amount payable under such Domestic Acceptance when added to the Total Domestic
Utilization exceeds the Total Domestic Revolving Credit Commitment. The face
amount of Domestic Acceptances shall be an integral multiple of $500,000 and
shall not be less than $1,000,000. The creation date and maturity date of each
Domestic Acceptance shall be a Business Day. Notwithstanding the foregoing,
NationsBank shall not be obligated to create or discount any Domestic
Acceptance as amended from time to time, (i) if creation thereof would cause
NationsBank to exceed the maximum amount of outstanding bankers' acceptances
permitted by applicable law, or (ii) if, in the reasonable opinion of
NationsBank, general conditions in the public market for rediscounting bankers'
acceptances render it inadvisable to do so.

2.20 Creation of Acceptance. Any request for creation of a
Domestic Acceptance shall

<PAGE> 61

be made at least two (2) Business Days in advance of the day upon which such
Domestic Acceptance is to be created (the "Domestic Acceptance Date"); such
request to be in writing and in the form of Borrowing Notice set forth in
Exhibit D-3. No Domestic Acceptance shall be created by NationsBank with a
maturity date occurring subsequent to the Revolving Credit Termination Date.
If NationsBank creates the requested Domestic Acceptance, then on or before
11:00 A.M., Charlotte, North Carolina time on the Domestic Acceptance Date,
NationsBank shall notify the applicable Borrower of the BA Rate plus Acceptance
Addition at which the Domestic Acceptance will be discounted by NationsBank,
and NationsBank shall promptly thereafter accept the draft of such
Multicurrency Facilities Borrower for the amount and Interest Period requested.
Upon the discounting of each Domestic Acceptance, NationsBank shall credit such
Borrower's account with an amount equal to the net proceeds of such discounted
Domestic Acceptance. In addition, NationsBank shall promptly remit to the
Agent the full amount of the Acceptance Addition and the Agent shall promptly
transfer to each Domestic Facilities Lender its Applicable Commitment
Percentage of such Acceptance Addition. In order to enable NationsBank to
create Domestic Acceptances in the manner specified in this Section 2.20, the
Multicurrency Facilities Borrowers agree to promptly upon request furnish to
NationsBank a sufficient number of drafts conforming to NationsBank
requirements. All drafts shall be manually signed by a properly authorized
officer. Each Multicurrency Facilities Borrower will be bound by each draft and
Domestic Acceptance bearing the signature of an individual who may no longer be
authorized or otherwise holding office of a Multicurrency Facilities Borrower
at any time. Each Multicurrency Facilities Borrower agrees to compensate
NationsBank for any loss or expense with respect to a draft or Domestic
Acceptance dealt with by NationsBank under this Agreement.

2.21 Reimbursement.

(a) Each Multicurrency Facilities Borrower hereby
unconditionally agrees immediately to pay to NationsBank on demand at the
Principal Office (i) all amounts required to pay all drafts drawn or purporting
to be drawn under the Domestic Letters of Credit and (ii) the face amount of
each draft accepted by NationsBank on the maturity date of such draft, or in
the event of an Event of Default or in the event a Domestic Acceptance is
determined not to be eligible for discount, and any and all expenses of every
kind incurred by NationsBank in connection with the Domestic Letters of Credit
and Domestic Acceptances and in any event and without demand to place in the
possession of NationsBank (which shall include Domestic Advances under the
Domestic Revolving Credit Facility if permitted by Section 2.01(b)(vii) hereof)
sufficient funds to pay all debts and liabilities arising under any Domestic
Letter of Credit and Domestic Acceptance. The Multicurrency Facilities
Borrowers' obligations to pay NationsBank under this Section 2.21, and the
right of NationsBank to receive the same, shall be absolute and unconditional
and shall not be affected by any circumstance whatsoever. NationsBank may
charge any account (other than accounts pledged pursuant to the Transfer and
Administration Agreement) that the Borrower or any Multicurrency Facilities
Borrower may have with it for any and all amounts NationsBank pays under a
Domestic Letter of Credit or Domestic Acceptance; provided that to the extent
permitted by Section 2.01(b)(vii), amounts shall be paid pursuant to Domestic
Advances under the Domestic Revolving Credit Facility.

<PAGE> 62

Each Multicurrency Facilities Borrower agrees that NationsBank may, in its sole
discretion, accept or pay, as complying with the terms of any Domestic Letter
of Credit or Domestic Acceptance, any drafts or other documents otherwise in
order which may be signed or issued by an administrator, executor, trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
liquidator, receiver, attorney in fact or other legal representative of a party
who is authorized under such Domestic Letter of Credit or Domestic Acceptance
to draw or issue any drafts or other documents. Each Multicurrency Facilities
Borrower agrees to pay NationsBank interest on any amounts not paid when due
hereunder at the Domestic Base Rate plus two percent (2%), or such lower rate
as may be required by law.

(b) In accordance with the provisions of Section
2.01(b)(vii) hereof, NationsBank shall notify the Agent (and shall also notify
the applicable Multicurrency Facilities Borrower) of any drawing under any
Domestic Letter of Credit or payment of any draft constituting a Domestic
Acceptance issued for the account of a Multicurrency Facilities Borrower as
promptly as practicable following the receipt by NationsBank of such drawing or
draft.

(c) Each Multicurrency Facilities Lender (other than
NationsBank) shall automatically acquire on the date of issuance thereof, a
Participation in the liability of NationsBank in respect of each Domestic
Letter of Credit or Domestic Acceptance in an amount equal to such Lender's
Applicable Commitment Percentage (determined in respect of the Total Domestic
Revolving Credit Commitment) of such liability, and to the extent that any
Multicurrency Facilities Borrower is obligated to pay NationsBank under Section
2.21(a), each Lender (other than NationsBank) thereby shall absolutely,
unconditionally and irrevocably assume, and shall be unconditionally obligated
to pay to NationsBank as hereinafter described, its Applicable Commitment
Percentage (determined in respect of the Total Domestic Revolving Credit
Commitment) of the liability of NationsBank under such Domestic Letter of
Credit or Domestic Acceptance. Prior to the Revolving Credit Termination Date,
each Multicurrency Facilities Lender (including NationsBank in its capacity as
a Multicurrency Facilities Lender) shall, subject to the terms and conditions
of this Article II, make a Domestic Base Rate Loan to the Borrower by paying to
the Agent for the account of NationsBank at the Principal Office in Dollars and
in immediately available funds, an amount equal to its Applicable Commitment
Percentage (determined in respect of the Total Domestic Revolving Credit
Commitment) of any drawing under a Domestic Letter of Credit or payment of a
Domestic Acceptance, all as described and pursuant to Section 2.01(b)(vii).
With respect to drawings under any of the Domestic Letters of Credit or payment
of a Domestic Acceptance, each Multicurrency Facilities Lender, upon receipt
from the Agent of notice of a drawing in the manner described in Section
2.01(b)(vii), shall promptly pay to the Agent for the account of NationsBank,
prior to the applicable time set forth in Section 2.01(b)(vii), its Applicable
Commitment Percentage (determined in respect of the Total Domestic Revolving
Credit Commitment) of such drawing or payment. Simultaneously with the making
of each such payment by a Multicurrency Facilities Lender to NationsBank, such
Multicurrency Facilities Lender shall, automatically and without any further
action on the part of NationsBank or such Multicurrency Facilities Lender,
acquire a Participation in an amount equal to such payment (excluding the
portion thereof constituting

<PAGE> 63

interest accruing before such Multicurrency Facilities Lender made such
payment) in the related Reimbursement Obligation of the Borrower. The
Reimbursement Obligations of the Multicurrency Facilities Borrowers shall be
immediately due and payable whether by Domestic Advances made in accordance
with Section 2.01(b)(vii) or otherwise. Each Multicurrency Facilities Lender's
obligation to make payment to the Agent for the account of NationsBank pursuant
to this Section 2.21, and the right of NationsBank to receive the same, shall
be absolute and unconditional, shall not be affected by any circumstance
whatsoever and shall be made without any offset, abatement, withholding or
reduction whatsoever. If any Multicurrency Facilities Lender is obligated to
pay but does not pay amounts to the Agent for the account of NationsBank in
full upon such request as required by this Section 2.21(c), such Multicurrency
Facilities Lender shall, on demand, pay to the Agent for the account of
NationsBank interest on the unpaid amount for each day during the period
commencing on the date of notice given to such Lender pursuant to Section
2.01(b)(vii) until such Multicurrency Facilities Lender pays such amount to the
Agent for the account of NationsBank in full at the interest rate per annum for
overnight borrowing by NationsBank from the Federal Reserve Bank.

(d) Promptly following the end of each calendar month,
NationsBank shall deliver to the Agent, and the Agent shall deliver to each
Multicurrency Facilities Lender, a notice describing the aggregate undrawn
amount of all Domestic Letters of Credit and aggregate face amount of all
drafts constituting Domestic Acceptances accepted and outstanding at the end of
such month. Upon the request of any Multicurrency Facilities Lender from time
to time, NationsBank shall deliver to the Agent, and the Agent shall deliver to
such Multicurrency Facilities Lender, any other information reasonably
requested by such Multicurrency Facilities Lender with respect to each Domestic
Letter of Credit and Domestic Acceptance then outstanding.

(e) The issuance by NationsBank of each Domestic Letter
of Credit and a Domestic Acceptance shall, in addition to the conditions
precedent set forth in Section 5.01 hereof, be subject to the conditions that
such Domestic Letter of Credit and Domestic Acceptance be in such form, contain
such terms and support such transactions or obligations as shall be reasonably
satisfactory to NationsBank consistent with the then current practices and
procedures of NationsBank with respect to similar letters of credit and
acceptances. All Domestic Letters of Credit shall be issued pursuant to and
subject to the Uniform Customs and Practice for Documentary Credits, 1993
revision, International Chamber of Commerce Publication No. 500 and all
subsequent amendments and revisions thereto. The applicable Multicurrency
Facilities Borrower shall have executed and delivered such other instruments
and agreements relating to such Domestic Letter of Credit and Domestic
Acceptance as NationsBank shall have reasonably requested consistent with such
practices and procedures.

(f) Without duplication of Section 12.13 hereof, each
Multicurrency Facilities Borrower hereby indemnifies and holds harmless
NationsBank, each other Multicurrency Facilities Lender and the Agent from and
against any and all claims and damages, losses, liabilities, costs or expenses
which NationsBank, such other Multicurrency Facilities Lender or the Agent may
incur (or which may be claimed against NationsBank, such other Multicurrency

<PAGE> 64

Facilities Lender or the Agent) by any Person by reason of or in connection
with the issuance or transfer of or payment or failure to pay under any
Domestic Letter of Credit or Domestic Acceptance; provided that the
Multicurrency Facilities Borrowers shall not be required to indemnify
NationsBank, any other Multicurrency Facilities Lender or the Agent for any
claims, damages, losses, liabilities, costs or expenses to the extent, but only
to the extent, (i) caused by the willful misconduct or gross negligence of the
party to be indemnified, (ii) caused by the failure of NationsBank to pay under
any Domestic Letter of Credit or Domestic Acceptance after the presentation to
it of a request strictly complying with the terms and conditions of such
Domestic Letter of Credit or Domestic Acceptance, unless such payment or
reimbursement is prohibited by any governmental authority, law, regulation,
court order or decree, or (iii) paid or payable by any Multicurrency Facilities
Lender under Sections 2.11 or 12.04(b) hereof.

(g) Without limiting Borrowers' rights as set forth in
Section 2.21(f) above, the obligation of the Multicurrency Facilities Borrowers
to immediately reimburse Agent for drawings made under Domestic Letters of
Credit or payment of Domestic Acceptances shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement and such Domestic Letters of Credit or Domestic Acceptances,
under all circumstances whatsoever, including, without limitation, the
following circumstances:

(i) any lack of validity or enforceability of the
Domestic Letter of Credit or Domestic Acceptance, the obligation supported by
the Domestic Letter of Credit or Domestic Acceptance or any other agreement or
instrument relating thereto (collectively, the "Domestic Related Documents");

(ii) any amendment or waiver of or any consent to
or departure from all or any of the Domestic Related Documents;

(iii) the existence of any claim, setoff, defense
or other rights which any Multicurrency Facilities Borrower may have at any
time against any beneficiary or any transferee of a Domestic Letter of Credit
or Domestic Acceptance (or any persons or entities for whom any such
beneficiary or any such transferee may be acting), Agent, Multicurrency
Facilities Lenders or any other person or entity, whether in connection with
the Loan Documents, the Domestic Related Documents or any unrelated
transaction;

(iv) any breach of contract or other dispute
between any Multicurrency Facilities Borrower and any beneficiary or any
transferee of a Domestic Letter of Credit or Domestic Acceptance (or any
persons or entities for whom such beneficiary or any such transferee may be
acting), Agent, Multicurrency Facilities Lenders or any other person or entity;

(v) any draft, statement or any other document
presented under the Domestic Letter of Credit or Domestic Acceptance proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect whatsoever;

<PAGE> 65

(vi) any delay, extension of time, renewal,
compromise or other indulgence or modification granted or agreed to by Agent or
Multicurrency Facilities Lenders, with or without notice to or approval by any
Multicurrency Facilities Borrower in respect of any of a Multicurrency
Facilities Borrower's indebtedness under this Agreement; or

(vii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing;

provided, however, that nothing contained herein shall be deemed to release
NationsBank or any other Multicurrency Facilities Lender from any liability for
actual loss arising as a result of its gross negligence or willful misconduct.

(h) Each Multicurrency Facilities Borrower acknowledges
and agrees that the pricing for Domestic Acceptances hereunder is based upon
the assumption that such Domestic Acceptances are "eligible" for discount by
the Federal Reserve Banks and that the Multicurrency Facilities Lenders are not
required to maintain reserves for such Domestic Acceptances under the
Regulations of the Federal Reserve System. In the event the Federal Reserve
System shall conclude the Domestic Acceptances created hereunder are ineligible
or that reserves are required to be maintained in connection therewith, each
Multicurrency Facilities Borrower shall and does hereby indemnify and hold the
Agent and the Multicurrency Facilities Lenders harmless from, and does hereby
agree to, pay all reasonable costs, expenses, legal fees and penalties, as well
as all retroactive, current and prospective reserve requirements arising in
connection with such Domestic Acceptances. Additionally, each Multicurrency
Facilities Borrower acknowledges and agrees that upon the Federal Reserve
System reaching such conclusion, NationsBank and the other Multicurrency
Facilities Lenders shall have no further obligation to create Domestic
Acceptances and that in the event NationsBank and the other Multicurrency
Facilities Lenders agree to create further Domestic Acceptances, those created
may, at the option of NationsBank and the other Multicurrency Facilities
Lenders, be priced at a rate higher than indicated in Section 2.19 in order to
compensate NationsBank and the other Multicurrency Facilities Lenders for
additional reserve requirements and other transactional costs.

Notwithstanding anything to the contrary contained herein or
otherwise, the Multicurrency Facilities Borrowers shall have no obligation to
indemnify NationsBank and the other Multicurrency Facilities Lenders or to pay
any extraordinary costs in connection with Domestic Acceptances which are
determined by the Federal Reserve System to be ineligible solely and directly
as a result of a mistake or error by NationsBank in performing ministerial
functions with respect to the Domestic Acceptances. Additionally, each
Multicurrency Facilities Borrower shall be entitled to dispute and contest any
determination of ineligibility which gives rise to Multicurrency Facilities
Borrowers' indemnification and promise to pay set forth herein, provided,
however, the Multicurrency Facilities Borrower shall diligently and
expeditiously prosecute such dispute or contest. Each Multicurrency Facilities
Borrower acknowledges and agrees that the refusal of the Federal Reserve System
to recognize a dispute or contest raised by the Multicurrency Facilities
Borrower shall in no way alter, impair, diminish or affect the obligations of
the Multicurrency Facilities Borrowers set forth in this Subsection. Should
the

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Multicurrency Facilities Borrowers fail promptly to pay for, dispute or
contest any determination of ineligibility as herein provided, NationsBank and
the other Multicurrency Facilities Lenders shall be entitled to pay, contest or
dispute same and all sums expended by NationsBank and the other Multicurrency
Facilities Lenders in doing so shall constitute additional Indebtedness of the
Multicurrency Facilities Borrowers to the Multicurrency Facilities Lenders and
shall bear interest from the date paid until the date repaid at the Domestic
Base Rate plus two percent (2%) per annum.

2.22 Domestic Letter of Credit Fee. (a) For the period beginning
on the Closing Date and ending on the Revolving Credit Termination Date, the
Multicurrency Facilities Borrowers agree to pay to the Agent, for the pro rata
benefit of the Multicurrency Facilities Lenders based on their Applicable
Commitment Percentages determined in respect of the Total Domestic Revolving
Credit Commitment, a fee for such period at a per annum rate equal to the
Applicable Interest Addition for Eurodollar Rate Loans on the daily aggregate
amount available to be drawn under Standby Letters of Credit and fees for such
period at those rates established from time to time by the Agent.

(b) For the period beginning on the Closing Date and
ending on the Revolving Credit Termination Date, the Multicurrency Facilities
Borrowers agree to pay to the Agent for the account of NationsBank as issuer of
the Domestic Letter of Credit, a fee for such period at a per annum rate equal
to .125% on the daily aggregate amount available to be drawn under Domestic
Letters of Credit.

(c) Such payments of fees provided for in this Section
2.22 shall be due with respect to each Domestic Letter of Credit quarterly in
arrears, the first such payment to be made on the last Business Day of October
1997 and on the last Business Day of each January, April, July and October
thereafter.

2.23 Administrative Fees and Reserves. The Multicurrency
Facilities Borrowers shall pay to NationsBank administrative and other fees, if
any, in connection with the Domestic Letters of Credit and Domestic Acceptances
in such amounts and at such times as NationsBank and the Multicurrency
Facilities Borrowers shall agree from time to time. In addition, the
Multicurrency Facilities Borrowers shall reimburse NationsBank for all costs or
reduction in yield occurring by reason of the issuance by NationsBank of the
Domestic Letters of Credit.

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ARTICLE III

CANADIAN FACILITIES

3.01 Revolving Credit Facility.

(a) Commitment. Subject to the terms and conditions of this
Agreement, each Canadian Facilities Lender severally agrees to make Canadian
Advances in Dollars or Canadian Dollars (as specified in the respective
Borrowing Notice) to TD Canada, as specified in the Borrowing Notice, from time
to time from the Closing Date until the Revolving Credit Termination Date on a
pro rata basis as to the total borrowing requested by TD Canada on any day
determined by its Applicable Commitment Percentage up to but not exceeding a
Dollar Value equal to the Canadian Revolving Credit Commitment of such Canadian
Facilities Lender, provided, however, that the Canadian Facilities Lenders will
not be required and shall have no obligation to make any Canadian Advance (i)
so long as a Default or an Event of Default has occurred and is continuing or
(ii) if the Agent has accelerated the maturity of the Obligations as a result
of an Event of Default; provided further, however, that immediately after
giving effect to each Advance, the Dollar Value of Total Canadian Utilization
shall not exceed the Total Canadian Revolving Credit Commitment. Within such
limits, TD Canada may borrow, repay and reborrow hereunder, on a Business Day,
from the Closing Date until, but (as to borrowings and reborrowings) not
including, the Revolving Credit Termination Date; provided, however, that (x)
no Eurodollar Rate Loan or Acceptance shall be made which has an Interest
Period or maturity that extends beyond the Revolving Credit Termination Date
and (y) each Eurodollar Rate Loan may, subject to the provisions of Section
3.08, be repaid only on the last day of the Interest Period with respect
thereto. TD Canada agrees that if at any time the Total Canadian Utilization
shall exceed the Total Canadian Revolving Credit Commitment, TD Canada shall
immediately reduce the outstanding Canadian Loans such that, as a result of
such reduction, the Total Canadian Revolving Credit Commitment shall equal or
exceed the Total Canadian Utilization.

CIBC agrees to establish in favor of TD Canada an overdraft facility
in the amount of U.S. $5,000,000 to be utilized by TD Canada for working
capital and general corporate needs of TD Canada. This overdraft facility may
be availed by way of Canadian Prime Rate Loans and Domestic Base Rate Loans.
Utilizations of this overdraft facility will constitute Canadian Loans and be
included in Total Canadian Utilization.

(b) Amounts, Advances and Rate Selection. (i) Each request for a
Canadian Advance of the Alternative Currency under a Borrowing Notice shall
constitute TD Canada's request for a Canadian Loan of the Dollar Value of the
amount of the Alternative Currency specified in such Borrowing Notice and for
such Canadian Loan to be made available by the Canadian Facilities Lenders to
TD Canada in the Alternative Currency Equivalent Amount of such Dollar Value
(determined based on the Advance Date Exchange Rate applicable to such Canadian
Advance). The principal amount outstanding on any Canadian Loan shall be
recorded in the Canadian Agent's records in Dollars (in the case of a Canadian
Advance of the Alternative Currency as if

<PAGE> 68

the Canadian Loan had initially been made in Dollars), based on the amount of
any Canadian Advance and on the Dollar Value of the initial Canadian Advance of
the Alternative Currency, as reduced from time to time by the Dollar Equivalent
Amount (based on the Advance Date Exchange Rate applicable to such Advance) of
any principal payments with respect to such Advance. In the event a Eurodollar
Rate Loan of the Alternative Currency is Continued such election to Continue
the Eurodollar Rate Loan shall be treated as a Canadian Advance and the
Canadian Agent shall notify TD Canada and the Canadian Facilities Lenders of
the Advance Date Exchange Rate, Interest Period and the Eurodollar Rate for
such Continued Eurodollar Rate Loan. The Canadian Facilities Lenders shall
each be deemed to have made a Canadian Advance to TD Canada of its Applicable
Commitment Percentage of such Canadian Loan of the Alternative Currency and the
Canadian Agent shall apply the Advance Date Exchange Rate for such new Interest
Period to such Continued Alternative Currency Equivalent Amount to determine
the new Dollar Value of such Eurodollar Rate Loan and shall adjust its books
accordingly. In the event that such adjustment with respect to a Continued
Canadian Loan would cause the total Dollar Value of the outstanding Canadian
Loans together with the Canadian Letter of Credit Outstandings and the Canadian
Acceptance Usage to exceed the Total Canadian Revolving Credit Commitment, TD
Canada shall, immediately on the effective date of such Continuation, repay (a
"Rate Adjustment Payment") the portion of such Continued Loan (applying the new
Advance Date Exchange Rate) necessary to ensure that the total Dollar Value of
the outstanding Canadian Loans together with the Canadian Letter of Credit
Outstandings and the Canadian Acceptance Usage does not exceed the Total
Canadian Revolving Credit Commitment, provided further that TD Canada shall not
be required to pay any additional compensation pursuant to Section 4.05 with
respect to a prepayment of a Canadian Loan required by this sentence if such
prepayment is made immediately on the effective date of the Continuation giving
rise to such prepayment. For the purposes of determining the maximum amount of
the outstanding Canadian Loans that may exist hereunder, it is intended by the
parties that all Loans shall be the functional equivalent of Loans made and
repaid (based on the applicable Advance Date Exchange Rate for each Canadian
Advance) in Dollars. It is recognized that Canadian Facilities Lenders may
elect to record Canadian Loans or Canadian Advances in Alternative Currencies.
The Canadian Agent shall maintain records sufficient to identify at any time,
(i) the Advance Date Exchange Rate with respect to each Canadian Advance, and
(ii) the portion of the total outstanding Canadian Loans attributable to each
Canadian Advance. Total Canadian Utilization by TD Canada shall be permitted
to exceed the Total Canadian Revolving Credit Commitment by up to 5% by reason
of changes in the Spot Rate of Exchange, calculated by CIBC on a daily basis,
however, should the Total Canadian Utilization by TD Canada exceed the Total
Canadian Revolving Credit Commitment by an amount equal to or greater than 5%
then TD Canada shall either (i) reduce the Canadian Total Utilization upon the
next maturity, Continuance or Conversion of a Canadian Acceptance or Eurodollar
Rate Loan or maturity of a Canadian Letter of Credit and provide to the
Canadian Agent funds in Dollars equal to the amount in excess of the Total
Canadian Revolving Credit Commitment, which Funds will be held by the Canadian
Agent as security for such excess or (ii) repay Canadian Loans immediately such
that, as a result of such repayment, the Total Canadian Revolving Credit
Commitment shall equal or exceed the Total Canadian Utilization.

61
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(ii) The aggregate unpaid amount (including with respect to Loans
of the Alternative Currency the total Dollar Value) of the Canadian Loans plus
Canadian Letter of Credit Outstandings and Canadian Acceptance Usage shall not
exceed at any time an amount equal to the Total Canadian Revolving Credit
Commitment. Each Loan and each Conversion under Section 3.01 shall be (A) in
the case of Eurodollar Loans, in an amount not less than $1,000,000 and in
integral multiples of $500,000 (or the equivalent thereof in the Alternative
Currency), and (B) in the case of Canadian Prime Rate Loan or Domestic Base
Rate Loan in an amount not less than $500,000, and, if greater, an integral
multiple of $100,000 (or the equivalent thereof in the Alternative Currency).

(iii) An Authorized Representative of TD Canada shall give the
Canadian Agent at least (A) three (3) Business Days irrevocable telecopy or
telex notice of each Eurodollar Rate Loan (whether representing an additional
borrowing hereunder or the Conversion of borrowing hereunder) or each Canadian
Acceptance which the Borrower wants to be accepted prior to 10:30 A.M.,
Toronto, Canada time and, (B) irrevocable telephonic or telefacsimile notice of
each Canadian Prime Rate Loan or Domestic Base Rate Loan representing a
borrowing or Conversion hereunder prior to 10:30 A.M. Toronto, Canada time on
the day before such proposed Canadian Prime Rate Loan or Domestic Base Rate
Loan. Each such Borrowing Notice, which shall be effective upon receipt by the
Canadian Agent, shall specify the type of Canadian Loan (Eurodollar Rate,
Canadian Prime Rate or Domestic Base Rate), whether Dollar or the Alternative
Currency, the amount of the Canadian Loan for which the Canadian Advance is to
be made, the date of borrowing and where applicable the Interest Period to be
used in the computation of interest. The Authorized Representative shall
provide the Canadian Agent written confirmation of each such telephonic notice
on the same day by telefacsimile transmission in the form of a Borrowing Notice
in the form attached hereto as Exhibit D-2, in each case with appropriate
insertions, but failure to provide such confirmation shall not affect the
validity of such telephonic notice. The duration of the initial Interest
Period for each Canadian Loan shall be as specified in the initial Borrowing
Notice. TD Canada shall have the option to elect the duration of subsequent
Interest Periods and to Convert the Loans in accordance with Section 3.08
hereof. If the Canadian Agent does not receive a notice of election of
duration of an Interest Period or to Convert by the time prescribed hereby and
in accordance with Section 3.08 hereof, TD Canada shall be deemed to have
elected a Domestic Base Rate Loan in the case of Eurodollar Rate Loans or
Canadian Prime Rate Loans for Canadian Acceptances.

(iv) Notice of receipt of each Borrowing Notice shall be provided
by the Canadian Agent to each Canadian Facilities Lender by telecopy or telex
with reasonable promptness, but not later than 12:00 noon, Toronto, Canada time
on the same day as the Canadian Agent's receipt of such notice from TD Canada
prior to 10:30 A.M., Toronto, Canada time. At approximately 10:00 A.M.
Toronto, Ontario time two (2) Business Days preceding the date specified for an
Advance of the Alternative Currency, the Canadian Agent shall determine the
Advance Date Exchange Rate and the Applicable Rate. Not later than 11:00 A.M.
Toronto, Canada time on the date specified for each Advance of the Alternative
Currency, the Agent shall provide TD Canada and each Canadian Facilities Lender
notice by telefacsimile transmission of the Advance Date Exchange Rate
applicable to such Canadian Advance, and the Alternative Currency Equivalent

<PAGE> 70

Amount of the Canadian Loan or Loans required to be made by each Canadian
Facilities Lender on such date, and the Dollar Value of such Loan or Loans and
the Applicable Rate.

(v) In the case of Canadian Advances in Dollars, each Canadian
Facilities Lender shall, pursuant to the terms and conditions of this
Agreement, not later than 12:00 noon, Toronto, Canada time on the date
specified for such Advance, make the amount of the Canadian Advance to be made
by it on such day available to the Canadian Agent by depositing or transferring
the proceeds thereof in immediately available funds to the Canadian Agent, at
its Funding Bank. The amount so received by the Canadian Agent shall, subject
to the terms of this Agreement, be made available to TD Canada by deposit of
the proceeds to an account of TD Canada maintained at such Funding Bank or
otherwise as shall be directed in the applicable Borrowing Notice.

(vi) In the case of Canadian Advances of the Alternative Currency,
not later than 11:00 A.M., Toronto, Canada time on the date specified for each
Advance, each Canadian Facilities Lender shall, pursuant to the terms and
subject to the conditions of this Agreement, make the amount of the Canadian
Loan or Loans to be made by it on such day available to TD Canada at the
Canadian Agent, to the account of the Canadian Agent. The amount so received
by the Canadian Agent shall, subject to the terms and conditions of the Loan
Documents on the same day but no later than 12:00 noon Toronto, Canada time, be
made available to TD Canada by delivery of the Alternative Currency Equivalent
Amount to TD Canada's account with the Canadian Agent.

(vii) Notwithstanding the foregoing, if a drawing is made under any
Canadian Letter of Credit prior to the Revolving Credit Termination Date and TD
Canada shall not immediately reimburse CIBC for the amount of such draw or
payment, then notice of such drawing or payment shall be provided promptly by
CIBC to the Canadian Agent and the Canadian Agent shall provide notice to each
Canadian Facilities Lender by telephone or telefacsimile. If notice to the
Canadian Facilities Lenders of a drawing under any Letter of Credit is given by
the Canadian Agent at or before 12:00 noon Toronto, Canada time on any Business
Day, such drawing shall be converted to Dollars at the Spot Rate of Exchange on
the date of drawing under the Canadian Letter of Credit, TD Canada shall be
deemed to have requested, and each Canadian Facilities Lender shall, pursuant
to the conditions of this Agreement, make a Domestic Base Rate Loan under the
Canadian Revolving Credit Facility in the amount of such Canadian Facilities
Lender's Applicable Commitment Percentage of such drawing or payment (and in
the case of a drawing in the Alternative Currency, a Canadian Prime Rate Loan
in an amount equal to such Canadian Facilities Lender's Applicable Commitment
Percentage of the Dollar Equivalent Amount of such drawing or payment
determined on the basis of the Spot Rate of Exchange on the date of drawing
under the Canadian Letter of Credit) and shall pay such amount to the Canadian
Agent for the account of CIBC at the Lending Office in Canadian Dollars and in
immediately available funds before 2:30 P.M. Toronto, Canada time on the same
Business Day. If notice to the Canadian Facilities Lenders is given by the
Canadian Agent after 12:00 noon Toronto, Canada time on any Business Day, such
drawing shall be converted to Dollars at the Spot Rate of Exchange on the date
of drawing under the Canadian Letter of Credit, TD Canada shall be deemed to
have requested, and each Canadian Facilities Lender shall, pursuant to the
terms and subject to the

<PAGE> 71

conditions of this Agreement, make a Canadian Prime Rate Loan under the
Canadian Revolving Credit Facility in the amount of such Canadian Facilities
Lender's Applicable Commitment Percentage of such drawing or payment and shall
pay such amount to the Canadian Agent for the account of CIBC at the Principal
Office in Dollars and in immediately available funds before 12:00 noon Toronto,
Canada time on the next following Business Day. Such Domestic Base Rate Loan
shall Continue unless and until TD Canada Converts such Domestic Base Rate Loan
in accordance with the terms of Section 3.08 hereof.

3.02 Payment of Interest. (a) TD Canada shall pay interest to the
Canadian Agent for the account of each Canadian Facilities Lender on the
outstanding and unpaid principal amount of each Canadian Loan made by such
Canadian Facilities Lender for the period commencing on the date of such
Canadian Facilities Loan until such Canadian Loan shall be due at the then
applicable Domestic Base Rate for Domestic Base Rate Loans, the Canadian Prime
Rate for Canadian Prime Rate Loans or applicable Eurodollar Rate for Eurodollar
Rate Loans, such payments to be made in Dollars or at the Applicable Rate in
the case of Canadian Loans made in the Alternative Currency, such payments to
be made in the Alternative Currency as designated by the Authorized
Representative pursuant to Section 3.01 hereof or as otherwise provided herein;
provided, however, that if any amount shall not be paid when due (at maturity,
by acceleration or otherwise), all amounts outstanding hereunder shall bear
interest thereafter (i) in the case of a Eurodollar Rate Loan, until the end of
the Interest Period with respect to such Eurodollar Rate Loan, at a rate of two
percent (2%) above such Eurodollar Rate and (ii) thereafter, and with respect
to Domestic Base Rate Loans or Canadian Prime Rate Loans, at a rate of interest
per annum which shall be two percent (2%) above the Domestic Base Rate or
Canadian Prime Rate, as the case may be, or the maximum rate permitted by
applicable law, whichever is lower, from the date such amount was due and
payable until the date such amount is paid in full.

The Canadian Agent's certificate as to each rate of interest payable
hereunder shall be prima facie evidence of such rate.

(b) Computation of Interest. TD Canada shall pay to the Canadian
Agent for the benefit of the Canadian Facilities Lenders interest on each
Canadian Loan, which interest shall be calculated on the outstanding principal
amount daily for the period:

(i) in the case of a Canadian Prime Rate Loan or a
Domestic Base Rate Loan, commencing on and including the day on which
it is advanced and ending on, but excluding, the day on which it is
repaid; or

(ii) in the case of a Eurodollar Rate Loan, commencing on
and including the first day of the Interest Period relative to such
Eurodollar Rate Loan and ending on, but excluding, the last day of
such Interest Period,

at the rate of interest per annum equal to:

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(i) the Canadian Prime Rate for Canadian Prime Rate
Loans, on the basis of a year of 365 days;

(ii) the Domestic Base Rate for Domestic Base Rate Loans,
on the basis of a year of 365 days;

(iii) the Eurodollar Rate for Eurodollar Rate Loans, on the
basis of a year of 360 days.

For the purposes of this Agreement, whenever interest is calculated on the
basis of a year of 360 or 365 days, each rate of interest determined pursuant
to such calculation expressed as an annual rate for the purposes of the
Interest Act (Canada) is equivalent to such rate as so determined multiplied by
the number of days in the calendar year in which the same is to be ascertained
and divided by 360 or 365, as appropriate. The parties further agree that for
the purposes of the Interest Act (Canada), (i) the principle of deemed
reinvestment of interest shall not apply to any interest calculation under this
Agreement, and (ii) the rates of interest stipulated in this Agreement are
intended to be nominal rates and not effective rates or yields.

Interest on each Canadian Loan shall be paid on the last day of the
applicable Interest Period for each Eurodollar Rate Loan and, if the Interest
Period extends for more than three months, at intervals of three months after
the first day of the Interest Period and on the Revolving Credit Termination
Date.

(c) Accrual and Payment of Interest. Interest on each Canadian
Loan shall accrue from day to day but shall not compound and shall be payable:

(i) in the case of a Canadian Prime Rate Loan, Domestic
Base Rate Loan or any other amount payable hereunder other than in
respect of a Eurodollar Rate Loan, monthly in arrears on the first
Business Day of each month; or

(ii) in the case of a Eurodollar Rate Loan, as set forth
in Section 3.02(b).

3.03 Payment of Principal. (a) The principal amount of each
Canadian Loan shall be due and payable to the Agent for the benefit of the
Canadian Facilities Lenders in full on the Revolving Credit Termination Date.
The duration of the initial Interest Period for each Canadian Loan that is a
Eurodollar Rate Loan shall be as specified in the initial Borrowing Notice. TD
Canada shall have the option to elect the duration of subsequent Interest
Periods and to Convert the Loans in accordance with Section 3.08 hereof. If
the Canadian Agent does not receive a notice of election of duration of an
Interest Period or to Convert by the time prescribed by Section 3.08 hereof, TD
Canada shall be deemed to have elected to Convert such Canadian Loan to (or
Continue such Canadian Loan as) a Canadian Prime Rate Loan or Domestic Base
Rate Loan, as applicable, until TD Canada notifies the Agent in accordance with
Section 3.08.

(b) Each payment of principal (including any prepayment) shall be
made to the

<PAGE> 73

Canadian Agent at its Applicable Lending Office, for the account of each
Canadian Facilities Lender's Applicable Lending Office, to be recorded in
Dollars as set forth in Section 3.01(b). The principal amount attributable to
each specified Advance of the Alternative Currency (or the Continuation or
Conversion thereof) (as determined from the Canadian Agent's records) shall be
repaid in the Alternative Currency. Each such payment shall be made in
immediately available funds before 12:30 P.M. Toronto, Canada time on the date
such payment is due. The Canadian Agent may, but shall not be obligated to,
debit the amount of any such payment which is not made by such time to any
ordinary deposit account, if any, of TD Canada with the Canadian Agent. TD
Canada shall give the Canadian Agent prior telephonic notice of any payment of
principal, such notice to be given by not later than 11:00 A.M. Toronto, Canada
time, prior to the date of such payment. Each repayment shall be effected in
the currency of the outstanding Advance.

(c) The Canadian Agent shall deem any payment by or on behalf of
TD Canada hereunder that is not made both (a) in Dollars in the case of
Eurodollar Rate Loans made in Dollars or Domestic Base Rate Loans and the
Alternative Currency in the case of Canadian Loans in the Alternative Currency
and in immediately available funds and (b) prior to 12:30 P.M. Toronto, Canada
time to be a non-conforming payment. Any such payment shall not be deemed to
be received by the Canadian Agent until the time such funds become available
funds. The Canadian Agent shall give prompt telephonic notice to the
applicable Authorized Representative and each of the Canadian Facilities
Lenders (confirmed in writing) if any payment is non-conforming. Interest
shall continue to accrue on any principal as to which a non-conforming payment
is made until such funds become available funds (but in no event less than the
period from the date of such payment to the next succeeding Business Day) at a
rate of interest per annum which shall be two percent (2%) above the Canadian
Prime Rate or Domestic Base Rate, as the case may be, or the maximum rate
permitted by applicable law, whichever is lower, from the date such amount was
due and payable until the date such amount is paid in full.

(d) In the event that any payment hereunder or under the Canadian
Loans which bear interest at the Domestic Base Rate or Canadian Prime Rate
becomes due and payable on a day other than a Business Day, then such due date
shall be extended to the next succeeding Business Day; provided that interest
shall continue to accrue during the period of any such extension.

3.04 Evidence of Indebtedness. TD Canada hereby authorizes each
Canadian Facilities Lender and the Canadian Agent to record, from time to time,
in its records, the date and amount of each Canadian Loan; the interest rates
payable by TD Canada in respect of each Canadian Loan and any Interest Period
applicable thereto; the Canadian Acceptances issued; the dates and amounts of
all payments received by such Canadian Facilities Lender on account of
principal, interest and fees; and the amount of all the Canadian Loans which
remain payable by TD Canada to such Canadian Facilities Lender. All amounts
and other information so recorded shall be prima facie evidence thereof. The
failure to record, or any error in recording, any such amount or other
information shall not limit or impair the obligations of TD Canada hereunder or
under any Loan Document.

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3.05 Pro Rata Payments. Except as otherwise provided herein, (a)
each payment on account of the principal of and interest on the Loans and the
fees described in Section 3.09 hereof shall be made to the Canadian Agent for
the account of the Canadian Facilities Lenders pro rata based on their
Applicable Commitment Percentages, (b) all payments to be made by TD Canada for
the account of each of the Canadian Facilities Lenders on account of principal,
interest and fees shall be made without set-off or counterclaim, and (c) the
Canadian Agent in all other cases will promptly distribute payments received to
the Canadian Facilities Lenders. Notwithstanding the foregoing, in the event
any Canadian Facilities Lender shall not be able to make a Eurodollar Rate Loan
as provided in Section 3.01, interest shall be allocated to such Canadian
Facilities Lender according to the interest rate payable to such Canadian
Facilities Lender as set forth in Section 4.04.

3.06 Reductions. TD Canada shall, by notice from an Authorized
Representative, have the right from time to time (but not more frequently than
once during each fiscal quarter), upon not less than ten (10) Business Days
written notice to the Canadian Agent, to reduce the Total Canadian Revolving
Credit Commitment. The Canadian Agent shall give each Canadian Facilities
Lender, within one (1) Business Day, telephonic notice (confirmed in writing)
of such reduction. Each such reduction shall be in the aggregate amount of
$5,000,000 or such greater amount which is in an integral multiple of
$1,000,000, and shall permanently reduce the Total Canadian Revolving Credit
Commitment of the Canadian Facilities Lenders pro rata. No such reduction
shall result in the payment of any Eurodollar Rate Loan other than on the last
day of the Interest Period of such Canadian Loan unless such prepayment is
accompanied by amounts due, if any, under Section 4.05. Each reduction of the
Total Canadian Revolving Credit Commitment shall be accompanied by payment of
the Canadian Facilities Loans to the extent that the Total Canadian Utilization
exceeds the Total Canadian Revolving Credit Commitment, after giving effect to
such reduction, together with accrued and unpaid interest on the amounts
prepaid.

3.07 Increase and Decrease in Amounts. The amount of the Total
Canadian Revolving Credit Commitment which shall be available to TD Canada for
Canadian Loans shall be reduced by the aggregate amount of all Canadian Letters
of Credit Outstandings and Canadian Acceptance Usage.

3.08 Conversions and Elections of Subsequent Interest Periods.
Provided that no Default or Event of Default shall have occurred and be
continuing and subject to the limitations set forth below and in Sections
4.01(b), 4.02 and 4.03 hereof, TD Canada may, by delivering the Borrowing
Notice set out in Exhibit D-2, request a Conversion or Continuance provided
that:

(a) the proceeds are used to retire the outstanding Loan;

(b) the notice identifies the outstanding Loan to be
retired (the "Outstanding Loan");

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hereunder and TD Canada and TDC comply with each provision hereof
relative to the obtaining of an Advance;

(d) the aggregate principal amount of the Conversion or
Continuance is not greater than the Outstanding Loan plus accrued
interest in the case of Eurodollar Rate Loans rounded up to the
nearest $10,000;

(e) no Conversions shall be made from one currency to
another without first satisfying the original Obligation in the
currency of its denomination;

(f) each Conversion or Continuance is made
contemporaneously with the retirement of the Outstanding Loan.

Notice of any such elections or Conversions shall specify the
effective date of such election or Conversion and the Interest Period to be
applicable to the Canadian Loan as Continued or Converted.

All such Continuations or Conversions of Canadian Loans shall be
effected pro rata based on the Applicable Commitment Percentages of the
Canadian Facilities Lenders in respect of the Total Canadian Revolving Credit
Commitment.

3.09 Unused Fee. For the period beginning on the Closing Date and
ending on the Revolving Credit Termination Date (or such earlier date on which
the Total Canadian Revolving Credit Commitment has terminated), TD Canada
agrees to pay to the Canadian Agent, for the pro rata benefit of the Canadian
Facilities Lenders based on their Applicable Commitment Percentages, an unused
fee equal to the Applicable Unused Fee times the sum of the daily amount by
which the Total Canadian Revolving Credit Commitment exceeds the sum of average
daily (i) outstanding Canadian Loans plus (ii) Canadian Letter of Credit
Outstandings plus (iii) Canadian Acceptance Usage. Such payments of fees
provided for herein shall be due in arrears on the first Business Day of each
February, May, August and November beginning November 1, 1997 to and on the
Revolving Credit Termination Date (or such earlier date on which the Total
Canadian Revolving Credit Commitment has terminated). Notwithstanding the
foregoing, so long as any Canadian Facilities Lender fails to make available
any portion of its Canadian Revolving Credit Commitment when requested, such
Lender shall not be entitled to receive payment of its pro rata share of such
fee until such Lender shall make available such portion. Such fee shall be
calculated on the basis of a year of 365 days for the actual number of days
elapsed.

3.10 Deficiency Advances. No Canadian Facilities Lender shall be
responsible for any default of any other Canadian Facilities Lender in respect
to such other Canadian Facilities Lender's obligation to make any Canadian Loan
hereunder nor shall the Canadian Revolving Credit Commitment of any Canadian
Facilities Lender hereunder be increased as a result of such default of any
other Canadian Facilities Lender. Without limiting the generality of the
foregoing, in the event any Canadian Facilities Lender shall fail to advance
funds to TD Canada as herein

<PAGE> 76

provided, the Canadian Agent may in its discretion, but shall not be obligated
to, advance in its favor as a Canadian Facilities Lender all or any portion of
such amount or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such deficiency advance in
the same manner and at the same interest rate or rates to which such other
Canadian Facilities Lender would have been entitled had it made such advance
hereunder; provided that, upon payment to the Canadian Agent from such other
Canadian Facilities Lender of the entire outstanding amount of each such
deficiency advance, together with accrued and unpaid interest thereon, from the
most recent date or dates interest was paid to the Canadian Agent by TD Canada
on each Canadian Loan comprising the deficiency advance at the interest rate
per annum for overnight borrowing by the Canadian Agent, then such payment
shall be credited against the applicable Obligation owed to the Canadian Agent
in full payment of such deficiency advance and TD Canada shall be deemed to
have borrowed the amount of such deficiency advance from such other Canadian
Facilities Lender as of the most recent date or dates, as the case may be, upon
which any payments of interest were made by TD Canada thereon.

3.11 Use of Proceeds. The proceeds of the Canadian Loans made
pursuant to the Canadian Revolving Credit Facility hereunder shall be used by
TD Canada to repay existing Indebtedness under the Prior Facilities, to support
issuance of Canadian Letters of Credit and Canadian Acceptances, to finance
capital expenditures and Permitted Acquisitions and for other working capital
and general corporate needs of TD Canada, to the extent permitted under this
Agreement.

3.12 Extension of Revolving Credit Termination Date. At the
request of TD Canada the Lenders may, in their sole discretion, elect to extend
the Revolving Credit Termination Date for Canadian Facilities then in effect
for additional periods of one year. TD Canada shall notify the Lenders of its
request for such an extension by delivering to the Agent notice of such request
signed by an Authorized Representative not more than one hundred and twenty
(120) days nor less than sixty (60) days prior to the second anniversary of the
Closing Date. If all the Lenders shall elect to so extend, the Agent shall
notify TD Canada in writing within sixty (60) days of its receipt of such
request for extension of the decision of the Lenders of whether to extend the
Revolving Credit Termination Date for Canadian Facilities. Failure by the
Agent to give such notice shall constitute refusal by the Lenders to extend the
Revolving Credit Termination Date for the Canadian Facilities.

3.13 Letters of Credit. CIBC agrees, subject to the terms and
conditions of this Agreement, to maintain the Existing Canadian Letters of
Credit as Canadian Letters of Credit hereunder and, upon request of TD Canada,
to issue from time to time for the account of the TD Canada Canadian Letters of
Credit upon delivery to CIBC of a Letter of Credit Application in form and
content acceptable to CIBC; provided, that the Canadian Letter of Credit
Outstandings hereunder shall not exceed the Canadian Letter of Credit
Commitment. No Canadian Letter of Credit shall be issued by CIBC with an
expiry date or payment date occurring subsequent to the thirtieth Business Day
preceding the Revolving Credit Termination Date and no Commercial Letter of
Credit shall have an expiry date occurring more than six (6) months after the
date of its

<PAGE> 77

issuance. CIBC shall not be required to issue any Canadian Letter of Credit if
the Total Canadian Utilization when added to the face amount of any requested
Canadian Letter of Credit exceeds the Total Canadian Revolving Credit
Commitment.

3.14 Acceptances.

(a) Creation of Canadian Acceptances; Existing Canadian
Acceptances. Upon receipt of a Borrowing Notice given in accordance with this
Agreement and subject to the provisions of this Agreement, each Canadian
Facilities Lender severally agrees to accept from time to time such Canadian
Dollar bills of exchange as TD Canada shall request within the scope of the
Total Canadian Revolving Credit Commitment, provided that:

(i) Canadian Acceptances shall be issued on a Business
Day specified in the Borrowing Notice;

(ii) each Canadian Acceptance shall have a term from 30 to
180 days (excluding days of grace), as designated by TD Canada in the
relevant Borrowing Notice, provided that each Canadian Acceptance
shall mature on a Business Day and TD Canada shall choose Canadian
Acceptances of such duration so as to ensure that TD Canada complies
in all respects with its reduction or repayment obligations under this
Agreement; and

(iii) each Canadian Acceptance shall be in a form
acceptable to the Canadian Facilities Lenders acting reasonably.

The obligation of the Canadian Facilities Lenders to accept bills of exchange
shall be several and not joint, and the failure of any Canadian Facilities
Lender to accept any bills of exchange shall not relieve any other Canadian
Facilities Lender of its obligation to accept bills of exchange in accordance
with the terms hereof, and no Canadian Facilities Lender shall be responsible
for the failure by any other Canadian Facilities Lender to accept bills of
exchange to be accepted by such other Canadian Facilities Lender. The Canadian
Facilities Lenders agree, subject to the terms and conditions hereof, to
maintain the Existing Canadian Acceptances as Acceptances hereunder.

(b) Notice by Canadian Agent to Canadian Facilities Lenders. The
Canadian Agent shall give prompt written notice to the Canadian Facilities
Lenders of each Borrowing Notice requesting the issue of Canadian Acceptances
and shall notify each Canadian Facilities Lender of the face amount at maturity
of each bill of exchange to be accepted by such Canadian Facilities Lender
based upon such Canadian Facilities Lender's pro rata share based on its
Applicable Commitment Percentage of the face amount of Canadian Acceptances
specified in the Borrowing Notice, except that, if the face amount of a
Canadian Acceptance would not be Cdn $100,000 or a whole multiple thereof, the
face amount may be increased or reduced by the Canadian Facilities Lender in
its sole discretion without thereby increasing or reducing the aggregate face
amount at maturity of the Canadian Acceptances to be accepted by the Canadian
Facilities Lenders as

<PAGE> 78

specified in the Borrowing Notice.

(c) Stamping Fees. Upon tendering any bill of exchange for
acceptance by a Canadian Facilities Lender pursuant to the Canadian Revolving
Credit Facility, TD Canada shall pay to such Canadian Facilities Lender, a fee
equal to the Credit Margin then in effect relating to Canadian Acceptances to
be accepted pursuant to the Canadian Revolving Credit Facility, based on the
principal amount of such bill of exchange for the duration of its stated term
calculated on the basis of the actual number of days in the stated term,
commencing on, and including, the date such Canadian Facilities Lender accepts
the bill of exchange and ending on, but excluding, its stated payment date.

(d) Pre-Signed Acceptances. TD Canada shall deliver to the
Canadian Facilities Lenders sufficient pre- signed bills of exchange, in form
acceptable to the Canadian Facilities Lenders or such other instrument as may
reasonably be required by a Canadian Facilities Lender and acceptable to TD
Canada, to enable the Canadian Facilities Lenders to meet requests by TD Canada
for Canadian Advances by way of Canadian Acceptances from time to time. The
Canadian Facilities Lenders shall not be responsible or liable for their
failure to accept a Canadian Acceptance as required hereunder if the cause of
such failure is, in whole or in part, due to the failure of TD Canada to
provide duly executed and endorsed drafts to the Canadian Facilities Lenders on
a timely basis nor shall the Canadian Facilities Lenders be liable for any
damage, loss or other claim arising by reason of any loss or improper use of
any such instrument except the negligence or willful misconduct of the Canadian
Facilities Lenders or their employees. Each of the Canadian Facilities Lenders
shall maintain a record with respect to Canadian Acceptances (i) received by it
from TD Canada in blank hereunder, (ii) voided by it for any reason, (iii)
accepted by it hereunder, and (iv) cancelled at their respective maturities.
The Canadian Facilities Lenders further agree to retain such records in the
manner and for the statutory periods provided in the various provincial or
federal statutes and regulations which apply to the Canadian Facilities
Lenders. Such pre-signed bills of exchange shall be blank as to date of issue,
date of maturity and amount. With respect to the safekeeping of pre-signed
bills of exchange delivered to the Canadian Facilities Lenders by TD Canada,
the Canadian Facilities Lenders shall be obligated to exercise only the same
degree of care as if such Canadian Acceptances were the property of the
Canadian Facilities Lenders and the Canadian Facilities Lenders were keeping
them at the place at which they are held. The Canadian Facilities Lenders may
complete and accept pre-signed bills of exchange from time to time in
accordance with the instructions of TD Canada, provided that the Canadian
Facilities Lenders shall not incur any liability whatsoever in respect of
instructions carried out by them in the belief that such instructions were
properly given by TD Canada.

(e) Execution of Acceptances. Bills of exchange of TD Canada to
be accepted as Canadian Acceptances hereunder shall be signed by an Authorized
Representative of TD Canada. Notwithstanding that any person whose signature
appears on any Canadian Acceptance as one of such officers may no longer be an
authorized signatory for TD Canada at the date of issuance of a Canadian
Acceptance, such signature shall nevertheless be valid and sufficient for all
purposes as if such authority had remained in force at the time of such
issuance and any such Canadian

71
<PAGE> 79

Acceptance so signed shall be binding on TD Canada.

(f) Payment of Discount Proceeds. On the date set forth in
Section 3.01, each Canadian Facilities Lender will pay to TD Canada the
Acceptance Discount Proceeds relating to the Canadian Acceptances accepted by
it.

The Canadian Facilities Lenders may at any time and from time to time
hold, sell, rediscount or otherwise dispose of any or all Canadian Acceptances
purchased by them.

(g) Discharge of Acceptances. TD Canada agrees that on each date
on which a Canadian Acceptance matures (in this Section, a "maturity date"),
unless TD Canada is entitled to a Canadian Advance under Section 3.01 or TD
Canada has requested and is entitled to a Conversion in the amount of the
maturing Canadian Acceptance TD Canada will provide the Canadian Agent for the
benefit of the Canadian Facilities Lenders before 10:00 a.m. (Toronto Time)
with immediately available funds (in this Section, the "discharge funds") to
discharge in full the liabilities of the Canadian Facilities Lenders in respect
of such Canadian Acceptance. TD Canada shall not claim any days of grace for
the payment at maturity of any Canadian Acceptance. If TD Canada does not in
fact provide the Canadian Agent with the discharge funds and is not entitled to
an Advance or a Conversion in the amount of the maturing Canadian Acceptance,
the Canadian Facilities Lenders may (but shall not be obliged to) make a
Canadian Loan to TD Canada, which Canadian Loan TD Canada hereby requests the
Canadian Facilities Lenders to make and which, if made, shall be made on a
demand basis and shall bear interest at the Canadian Prime Rate as varied from
time to time plus 2% per annum. To the extent not inconsistent with the demand
nature of this loan, the terms and conditions of this Agreement pertinent to a
Canadian Prime Rate Loan outstanding under the Canadian Revolving Credit
Facility shall apply to such demand loan. This provision applies whether or
not a Canadian Facilities Lender is the holder of the maturing Canadian
Acceptance.

(h) Acceptances Outstanding Upon Default. If any Canadian
Acceptance is outstanding upon the occurrence of an Event of Default, TD Canada
shall forthwith upon demand by the Canadian Agent pay to the Canadian Agent for
the benefit of the Canadian Facilities Lenders an amount equal to the principal
amount of all such Canadian Acceptances such amount to be held by the Canadian
Agent for application against the Indebtedness owing by TD Canada to the
Canadian Facilities Lenders in respect of such Canadian Acceptances or in
respect of any other amount payable under the Canadian Loan Documents.

(i) Obligations Unconditional. The obligations of TD Canada with
respect to Canadian Acceptances under this Section 3.14 shall be unconditional
and irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the following
circumstances:

(i) any lack of validity or enforceability of any bill of
exchange accepted by the Canadian Facilities Lenders as a Canadian
Acceptance; and

(ii) the existence of any claim, set off, defense or other
right which TD

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Canada may have at any time against the holder of a Canadian
Acceptance, or any other Person, whether in connection with this
Agreement or otherwise.

(j) Non-Acceptance Lenders. Notwithstanding any provision of this
Section 3.14 to the contrary, if a Canadian Facilities Lender is a
Non-Acceptance Lender and if TD Canada wishes to obtain an Advance by way of
Canadian Acceptances, such Canadian Facilities Lender shall, in lieu of
accepting Canadian Acceptances, pay to TD Canada on the date in Section 3.01
and on the terms and conditions of this Agreement the same amount of money in
Canadian Dollars that it would have paid to TD Canada pursuant to Section
3.14(f) hereof if it had been a Canadian Facilities Lender that is not a
Schedule I chartered bank, and such Canadian Non-Acceptance Lender shall be
entitled to a stamping fee in respect thereof equal to the amount and at the
same time that it would be entitled to receive if it was a Canadian Acceptance
Lender. Upon such payment being made to TD Canada by such Canadian
Non-Acceptance Lender, it shall for all purposes be deemed to have accepted a
Canadian Acceptance hereunder.

3.15 Reimbursement.

(a) TD Canada hereby unconditionally agrees immediately
to pay to CIBC on demand at its Lending Office all amounts required to pay all
drafts drawn or purporting to be drawn under the Canadian Letters of Credit and
any and all expenses of every kind incurred by CIBC in connection with the
Canadian Letters of Credit and in any event and without demand to place in the
possession of CIBC (which shall include Canadian Advances under the Canadian
Revolving Credit Facility if permitted by Section 3.01(b)(vii) hereof)
sufficient funds to pay all debts and liabilities arising under any Canadian
Letter of Credit. TD Canada's obligations to pay CIBC under this Section 3.15,
and the right of CIBC to receive the same, shall be absolute and unconditional
and shall not be affected by any circumstance whatsoever. CIBC may charge any
account TD Canada may have with CIBC for any and all amounts CIBC pays under a
Canadian Letter of Credit; provided that to the extent permitted by Section
3.01(b)(vii), amounts shall be paid pursuant to Canadian Advances under the
Canadian Revolving Credit Facility. TD Canada agrees that CIBC may, in its
sole discretion, accept or pay, as complying with the terms of any Canadian
Letter of Credit, any drafts or other documents otherwise in order which may be
signed or issued by an administrator, executor, trustee in bankruptcy, debtor
in possession, assignee for the benefit of creditors, liquidator, receiver,
attorney in fact or other legal representative of a party who is authorized
under such Canadian Letter of Credit to draw or issue any drafts or other
documents. TD Canada agrees to pay CIBC interest on any amounts not paid when
due hereunder at the Canadian Prime Rate plus two percent (2%), or such lower
rate as may be required by law.

(b) In accordance with the provisions of Section
3.01(b)(vii) hereof, CIBC shall notify the Canadian Agent (and shall also
notify TD Canada) of any drawing under any Canadian Letter of Credit issued for
the account of TD Canada as promptly as practicable following the receipt by
CIBC of such drawing.

(c) Each Canadian Facilities Lender (other than CIBC)
shall automatically acquire on the date of issuance thereof, a Participation in
the liability of CIBC in respect of each

<PAGE> 81

Canadian Letter of Credit in an amount equal to such Canadian Facilities
Lender's Applicable Commitment Percentage of such liability, and to the extent
that TD Canada is obligated to pay CIBC under Section 3.16(a), each Canadian
Facilities Lender (other than CIBC) thereby shall absolutely, unconditionally
and irrevocably assume, and shall be unconditionally obligated to pay to CIBC
as hereinafter described, its Applicable Commitment Percentage (determined in
respect of the Total Canadian Revolving Credit Commitment) of the liability of
CIBC under such Canadian Letter of Credit. Prior to the Revolving Credit
Termination Date, each Canadian Facilities Lender (including CIBC in its
capacity as a Canadian Facilities Lender) shall, subject to the terms and
conditions of this Article III, make a Canadian Prime Rate Loan to TD Canada by
paying to the Canadian Agent for the account of CIBC at the Lending Office in
Canadian Dollars and in immediately available funds, an amount equal to its
Applicable Commitment Percentage (determined in respect of the Total Canadian
Revolving Credit Commitment) of any drawing under a Canadian Letter of Credit,
all as described and pursuant to Section 3.01(b)(vii). With respect to
drawings under any of the Canadian Letters of Credit, each Canadian Facilities
Lender, upon receipt from the Canadian Agent of notice of a drawing in the
manner described in Section 3.01(b)(vii), shall promptly pay to the Canadian
Agent for the account of CIBC, prior to the applicable time set forth in
Section 3.01(b)(vii), its Applicable Commitment Percentage (determined in
respect of the Total Canadian Revolving Credit Commitment) of such drawing or
payment. Simultaneously with the making of each such payment by a Canadian
Facilities Lender to CIBC, such Canadian Facilities Lender shall, automatically
and without any further action on the part of CIBC or such Canadian Facilities
Lender, acquire a Participation in an amount equal to such payment (excluding
the portion thereof constituting interest accruing before such Canadian
Facilities Lender made such payment) in the related Reimbursement Obligation of
TD Canada. The Reimbursement Obligations of TD Canada shall be immediately due
and payable whether by Canadian Advances made in accordance with Section
3.01(b)(vii) or otherwise. Each Canadian Facilities Lender's obligation to make
payment to the Canadian Agent for the account of CIBC pursuant to this Section
3.16(c), and the right of CIBC to receive the same, shall be absolute and
unconditional, shall not be affected by any circumstance whatsoever and shall
be made without any offset, abatement, withholding or reduction whatsoever. If
any Canadian Facilities Lender is obligated to pay but does not pay amounts to
the Canadian Agent for the account of CIBC in full upon such request as
required by this Section 3.16(c), such Canadian Facilities Lender shall, on
demand, pay to the Canadian Agent for the account of CIBC interest on the
unpaid amount for each day during the period commencing on the date of notice
given to such Canadian Facilities Lender pursuant to Section 3.01(b)(vii) until
such Canadian Facilities Lender pays such amount to the Agent for the account
of CIBC in full at the interest rate per annum for overnight borrowing by CIBC.

(d) Promptly following the (i) issuance of each Canadian
Letter of Credit and the creation of a Canadian Acceptance, CIBC shall give the
Canadian Agent written notice of the terms and conditions thereof and (ii) end
of each calendar month, CIBC shall deliver to the Canadian Agent and the Agent,
and the Canadian Agent shall deliver to each Canadian Facilities Lender, a
notice describing the aggregate undrawn amount of all Canadian Letters of
Credit accepted and outstanding at the end of such month. Upon the request of
any Canadian Facilities Lender from time to time, CIBC shall deliver to the
Canadian Agent, and the Canadian Agent

<PAGE> 82

shall deliver to such Canadian Facilities Lender, any other information
reasonably requested by such Canadian Facilities Lender with respect to each
Canadian Letter of Credit then outstanding.

(e) The issuance by CIBC of each Canadian Letter of
Credit and a Canadian Acceptance shall, in addition to the conditions precedent
set forth in Section 5.01 hereof, be subject to the conditions that such
Canadian Letter of Credit and Canadian Acceptance be in such form, contain such
terms and support such transactions or obligations as shall be reasonably
satisfactory to CIBC consistent with the then current practices and procedures
of CIBC with respect to similar letters of credit and acceptances. All
Canadian Letters of Credit shall be issued pursuant to and subject to the
Uniform Customs and Practice for Documentary Credits, 1993 revision,
International Chamber of Commerce Publication No. 500 and all subsequent
amendments and revisions thereto. TD Canada shall have executed and delivered
such other instruments and agreements relating to such Canadian Letter of
Credit and Canadian Acceptance as CIBC shall have reasonably requested
consistent with such practices and procedures.

(f) Without duplication of Section 12.13 hereof, TD
Canada hereby indemnifies and holds harmless CIBC, each other Canadian
Facilities Lender and the Canadian Agent from and against any and all claims
and damages, losses, liabilities, costs or expenses which CIBC, such other
Canadian Facilities Lender or the Canadian Agent may incur (or which may be
claimed against CIBC, such other Canadian Facilities Lender or the Canadian
Agent) by any Person by reason of or in connection with the issuance or
transfer of or payment or failure to pay under any Canadian Letter of Credit or
Canadian Acceptance; provided that TD Canada shall not be required to indemnify
CIBC, any other Canadian Facilities Lender or the Canadian Agent for any
claims, damages, losses, liabilities, costs or expenses to the extent, but only
to the extent, (i) caused by the willful misconduct or gross negligence of the
party to be indemnified, (ii) caused by the failure of CIBC to pay under any
Canadian Letter of Credit or Canadian Acceptance after the presentation to it
of a request strictly complying with the terms and conditions of such Canadian
Letter of Credit or Canadian Acceptance, unless such payment is prohibited by
any law, regulation, court order or decree, or (iii) paid or payable by any
Canadian Facilities Lender under Sections 3.10 or 12.04(b) hereof.

(g) Without limiting TD Canada's rights as set forth in
Section 3.15(f) above, the obligation of TD Canada to immediately reimburse the
Canadian Agent or the Canadian Facilities Lenders for drawings made under
Canadian Letters of Credit or payment of Canadian Acceptances shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement and such Canadian Letters of Credit
or Canadian Acceptances, under all circumstances whatsoever, including, without
limitation, the following circumstances:

(i) any lack of validity or enforceability of the
Canadian Letter of Credit or Canadian Acceptance, the obligation supported by
the Canadian Letter of Credit or Canadian Acceptance or any other agreement or
instrument relating thereto (collectively, the "Canadian Related Documents");

<PAGE> 83

(ii) any amendment or waiver of or any consent to
or departure from all or any of the Canadian Related Documents;

(iii) the existence of any claim, setoff, defense
or other rights which TD Canada may have at any time against any beneficiary or
any transferee of a Canadian Letter of Credit or Canadian Acceptance (or any
persons or entities for whom any such beneficiary or any such transferee may be
acting), the Canadian Agent, Canadian Facilities Lenders or any other person or
entity, whether in connection with the Loan Documents, the Canadian Related
Documents or any unrelated transaction;

(iv) any breach of contract or other dispute
between TD Canada and any beneficiary or any transferee of a Canadian Letter of
Credit or Canadian Acceptance (or any persons or entities for whom such
beneficiary or any such transferee may be acting), the Canadian Agent, Canadian
Facilities Lenders or any other person or entity;

(v) any draft, statement or any other document
presented under the Canadian Letter of Credit or Canadian Acceptance proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect whatsoever;

(vi) any delay, extension of time, renewal,
compromise or other indulgence or modification granted or agreed to by the
Canadian Agent or Canadian Facilities Lenders, with or without notice to or
approval by TD Canada in respect of any of TD Canada's indebtedness under this
Agreement; or

(vii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing;

provided, however, that nothing contained herein shall be deemed to release
CIBC or any other Canadian Facilities Lender from any liability for actual loss
arising as a result of its gross negligence or willful misconduct.

3.16 Canadian Letter of Credit Fee. (a) For the period beginning
on the Closing Date and ending on the Revolving Credit Termination Date, TD
Canada agree to pay to the Canadian Agent, for the pro rata benefit of the
Canadian Facilities Lenders based on their Applicable Commitment Percentages
(determined in respect of the Total Canadian Revolving Credit Commitment), a
fee for such period at a per annum rate equal to the Applicable Interest
Addition for Eurodollar Rate Loans on the daily aggregate amount available to
be drawn under Canadian Standby Letters of Credit and fees for such period at
those rates established from time to time by the Canadian Agent and acceptable
to Canadian Facilities Lenders for Commercial Letters of Credit.

(b) For the period beginning on the Closing Date and
ending on the Revolving Credit Termination Date, TD Canada agrees to pay to the
Canadian Agent for the account of

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CIBC as issuer of the Canadian Letters of Credit, a fee for such period at a
per annum rate equal to .125% on the daily aggregate amount available to be
drawn under Canadian Letters of Credit.

(c) Such payments of fees provided for in this Section
3.16 shall be due in arrears, the first such payment to be made on the last
Business Day of October 1997 and on the last Business Day of each January,
April, July and October thereafter.

3.17 Administrative Fees and Reserves. TD Canada shall pay to CIBC
administrative and other fees, if any, in connection with the Canadian Letters
of Credit in such amounts and at such times as CIBC and TD Canada shall agree
from time to time. In addition, TD Canada shall reimburse CIBC for all costs
or reduction in yield occurring by reason of the issuance by CIBC of the
Canadian Letters of Credit.

3.18 Maximum Rate of Return. Notwithstanding any provision to the
contrary contained in this Agreement, in no event shall the aggregate
"interest" (as defined in Section 347 of the Criminal Code, Revised Statutes of
Canada, 1985, C. 46 as the same may be amended, replaced or re-enacted from
time to time) payable under this Agreement exceed the effective annual rate of
interest on the "credit advanced" (as defined in that section) under this
Agreement lawfully permitted under that section and, if any payment, collection
or demand pursuant to this Agreement in respect of "interest" (as defined in
that section) is determined to be contrary to the provisions of that section,
such payment, collection or demand shall be deemed to have been made by mutual
mistake of TD Canada and the Canadian Facilities Lenders and the amount of such
payment or collection shall be refunded to TD Canada; for purposes of this
Agreement the effective annual rate of interest shall be determined in
accordance with generally accepted actuarial practices and principles over the
term of the applicable credit advanced on the basis of annual compounding of
the lawfully permitted rate of interest and, in the event of dispute, a
certificate of a Fellow of the Canadian Institute of Actuaries appointed by the
Canadian Agent will be conclusive for the purposes of such determination.

3.19 Reset of Canadian Lenders, Portion on Default. Upon an Event
of Default occurring hereunder, the Canadian Agent shall determine the amount
of outstanding Obligations of each of the Canadian Facilities Lenders under the
Canadian Facilities based on Applicable Commitment Percentages (determined in
respect of the Total Canadian Revolving Credit Commitment). If at such time
any Canadian Facilities Lender holds Obligations under the Canadian Facilities
in an amount less than its Applicable Commitment Percentage, as the case may be
(the "Purchasing Lender"), the Purchasing Lender shall forthwith purchase from
each Canadian Facilities Lender which holds Obligations under the Canadian
Facilities in excess of its Applicable Commitment Percentage of the Obligations
outstanding under the Canadian Facilities, as the case may be (the "Selling
Lender") the amount of the Obligations under the Canadian Facilities from each
Selling Lender required so that after such purchase and sale, each Canadian
Facilities Lender holds Obligations under the Canadian Facilities equal to its
Applicable Commitment Percentage of the Total Canadian Revolving Credit
Commitment of such Obligations. Each Selling Lender agrees to sell such amount
of such Obligations of the Canadian Facilities to the Purchasing Lender.

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ARTICLE IV

Yield Protection and Illegality

4.01 Increased Cost and Reduced Return.

(a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such governmental authority, central bank, or
comparable agency:

(i) shall subject such Lender (or its Applicable Lending
Office) to any tax, duty, or other charge with respect to any Fixed
Rate Loans, any Note, its obligation to make Fixed Rate Loans, or the
issuance or maintenance by NationsBank or CIBC or any other Canadian
Facilities Lender of or any other Lender's Participation in any Letter
of Credit or Acceptance; or shall change the basis of taxation of any
amounts payable to such Lender (or its Applicable Lending Office)
under this Agreement or any Note in respect of any Fixed Rate Loans,
Letter of Credit, Acceptance or Participation (other than taxes
imposed on the overall net income of such Lender by the jurisdiction
in which such Lender has its principal office or such Applicable
Lending Office);

(ii) shall impose, modify, or deem applicable any reserve,
special deposit, assessment, compulsory loan, or similar requirement
(other than the Applicable Reserve Requirement utilized in the
determination of the Eurodollar Rate or the CD Rate) relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities or commitments of, such Lender (or its Applicable Lending
Office), including the Domestic Revolving Credit Commitment or
Canadian Revolving Credit Commitment of such Lender hereunder; or

(iii) shall impose on such Lender (or its Applicable
Lending Office) or on the United States market for certificates of
deposit or the London interbank market any other condition affecting
this Agreement or any Note or any of such extensions of credit or
liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Fixed Rate Loan or issuing, maintaining, or obtaining or
maintaining a Participation in, any Letter of Credit or Acceptance, or to
reduce any sum received or receivable by such Lender (or its Applicable Lending
Office) under this Agreement or any Note with respect to any Fixed Rate Loan,
Letter of Credit, Acceptance, or Participation, then each Borrower shall pay to
such Lender on demand such amount or amounts as will compensate such Lender for
such increased cost or reduction. If any Lender requests compensation by any
Borrower under this Section 4.01(a), the applicable

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Borrower may, by notice to such Lender (with a copy to the Agent), suspend the
obligation of such Lender to make or Continue Loans of the Type with respect to
which such compensation is requested, or to Convert Loans of any other Type
into Loans of such Type, until the event or condition giving rise to such
request ceases to be in effect (in which case the provisions of Section 4.04
shall be applicable); provided that such suspension shall not affect the right
of such Lender to receive the compensation so requested.

(b) If, after the date hereof, any Lender shall have determined
that the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any governmental authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such governmental authority, central bank, or comparable agency, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change, request, or
directive (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand each Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for
such reduction.

(c) Without limiting the foregoing but without duplication for any
Associated Costs reimbursed pursuant to Section 4.01(a) or (b), as to any Loan
denominated in British Pounds, the Borrowers will pay the Associated Costs.

(d) Each Lender shall promptly notify the Borrowers and the Agent
of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Lender to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender
claiming compensation under this Section shall furnish to the Borrowers and the
Agent a statement setting forth the additional amount or amounts to be paid to
it hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

4.02. Limitation on Types of Loans. If on or prior to the first day
of any Interest Period for any Fixed Rate Loan:

(a) the Agent determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate or CD Rate, as the case may be, for such Interest
Period; or

(b) the Required Lenders determine (which determination
shall be conclusive) and notify the Agent that the Eurodollar Rate or
the CD Rate will not adequately and

<PAGE> 87

fairly reflect the cost to the Lenders of funding Eurodollar Rate
Loans or CD Loans, as the case may be, for such Interest Period;

then the Agent shall give the Borrowers prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and so long as such
condition remains in effect, the Lenders shall be under no obligation to make
additional Loans of such Type, Continue Loans of such Type, or to Convert Loans
of any other Type into Loans of such Type and the applicable Borrower shall, on
the last day(s) of the then current Interest Period(s) for the outstanding
Loans of the affected Type, either prepay such Loans or Convert such Loans into
another Type of Loan in accordance with the terms of this Agreement.

4.03. Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Loans
hereunder, then such Lender shall promptly notify the Borrowers thereof and
such Lender's obligation to make or Continue Eurodollar Loans and to Convert
other Types of Loans into Eurodollar Rate Loans shall be suspended until such
time as such Lender may again make, maintain, and fund Eurodollar Loans (in
which case the provisions of Section 4.04 shall be applicable).

4.04. Treatment of Affected Loans. If the obligation of any Lender
to make a particular Type of Fixed Rate Loan or to Continue, or to Convert
Loans of any other Type into, Loans of a particular Type shall be suspended
pursuant to Section 4.01 or 4.03 hereof (Loans of such Type being herein called
"Affected Loans" and such Type being herein called the "Affected Type"), such
Lender's Affected Loans shall be automatically Converted into Domestic Base
Rate Loans on the last day(s) of the then current Interest Period(s) for
Affected Loans (or, in the case of a Conversion required by Section 4.03
hereof, on such earlier date as such Lender may specify to the Borrower with a
copy to the Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 4.01 or 4.03 hereof that gave
rise to such Conversion no longer exist:

(a) to the extent that such Lender's Affected Loans have
been so Converted, all payments and prepayments of principal that
would otherwise be applied to such Lender's Affected Loans shall be
applied instead to its Domestic Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued
by such Lender as Loans of the Affected Type shall be made or
Continued instead as Domestic Base Rate Loans, and all Loans of such
Lender that would otherwise be Converted into Loans of the Affected
Type shall be Converted instead into (or shall remain as) Domestic
Base Rate Loans.

If such Lender gives notice to the Borrowers (with a copy to the Agent) that
the circumstances specified in Section 4.01 or 4.03 hereof that gave rise to
the Conversion of such Lender's Affected Loans pursuant to this Section 4.04 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type

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made by other Lenders are outstanding, such Lender's Domestic Base Rate Loans
shall be automatically Converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding Loans of the Affected Type, to the
extent necessary so that, after giving effect thereto, all Loans held by the
Lenders holding Loans of the Affected Type and by such Lender are held pro rata
(as to principal amounts, Types, and Interest Periods) in accordance with their
respective Domestic Revolving Credit Commitments or Canadian Revolving Credit
Commitments, as applicable.

4.05. Compensation. Upon the request of any Lender, each Borrower
shall pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

(a) any payment, prepayment, or Conversion of a Fixed
Rate Loan for any reason (including, without limitation, the
acceleration of the Loans pursuant to Section 10.01) on a date other
than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower for any reason
(including, without limitation, the failure of any condition precedent
specified in Article V to be satisfied) to borrow, Convert, Continue,
or prepay a Fixed Rate Loan on the date for such borrowing,
Conversion, Continuation, or prepayment specified in the relevant
notice of borrowing, prepayment, Continuation, or Conversion under
this Agreement.

4.06 Taxes. (a) Any and all payments by each Borrower to or for
the account of any Lender or any of the Agents hereunder or under any other
Loan Document shall be made free and clear of and without deduction for any and
all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and each of the Agents, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction under the laws of which such
Lender (or its Applicable Lending Office) or such Agent (as the case may be) is
organized or any political subdivision thereof (all such non-excluded taxes,
duties, levies, imposts, deductions, charges, withholdings, and liabilities
being hereinafter referred to as "Taxes"). If any Borrower shall be required
by law to deduct any Taxes from or in respect of any sum payable under this
Agreement or any other Loan Document to any Lender or any of the Agents, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 4.06) such Lender or such Agent receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions, (iii) such Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law, and (iv) such Borrower shall furnish to the
Agent, at its address referred to in Section 12.02, the original or a certified
copy of a receipt evidencing payment thereof.

(b) In addition, each Borrower agrees to pay any and all present
or future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under this
Agreement or any other Loan Document or from the

<PAGE> 89

execution or delivery of, or otherwise with respect to, this Agreement or any
other Loan Document (hereinafter referred to as "Other Taxes").

(c) Each Borrower agrees to indemnify each Lender and each of the
Agents for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 4.06) paid by such Lender or such Agent (as
the case may be) and any liability (including penalties, interest, and
expenses) arising therefrom or with respect thereto. Each Borrower's
obligation under this indemnity shall be conditioned upon: (i) the Lender or
Agent immediately notifying Borrower of any claim for indemnity under this
Section 4.06(c); and (ii) the Lender or Agent shall not pay, settle or
compromise the claim without the prior written consent of Borrower, which shall
not be unreasonably withheld or delayed, or if required to avoid imposition of
liens.

(d) Each Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of
this Agreement in the case of each Lender listed on the signature pages hereof
and on or prior to the date on which it becomes a Lender in the case of each
other Lender, and from time to time thereafter if requested in writing by any
Borrower or the Agent (but only so long as such Lender remains lawfully able to
do so), shall provide the Borrowers and the Agent with (i) Internal Revenue
Service Form 1001 or 4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Lender is entitled to
benefits under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Agreement is effectively connected with
the conduct of a trade or business in the United States, (ii) Internal Revenue
Service Form W-8 or W-9, as appropriate, or any successor form prescribed by
the Internal Revenue Service, and (iii) any other form or certificate required
by any taxing authority (including any certificate required by Sections 871(h)
and 881(c) of the Internal Revenue Code), certifying that such Lender is
entitled to an exemption from or a reduced rate of tax on payments pursuant to
this Agreement or any of the other Loan Documents.

(e) For any period with respect to which a Lender has failed to
provide the Borrowers and the Agent with the appropriate form pursuant to
Section 4.06(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 4.06(a) or 4.06(b) with respect to Taxes imposed by the United
States; provided, however, that should a Lender, which is otherwise exempt from
or subject to a reduced rate of withholding tax, become subject to Taxes
because of its failure to deliver a form required hereunder, each Borrower
shall take such steps as such Lender shall reasonably request to assist such
Lender to recover such Taxes.

(f) If any Borrower is required to pay additional amounts to or
for the account of any Lender pursuant to this Section 4.06, then such Lender
will agree to use reasonable efforts to change the jurisdiction of its
Applicable Lending Office so as to eliminate or reduce any such additional
payment which may thereafter accrue if such change, in the judgment of such
Lender,

<PAGE> 90

is not otherwise disadvantageous to such Lender.

(g) Within thirty (30) days after the date of any payment of
Taxes, the applicable Borrower shall furnish to the Agent the original or a
certified copy of a receipt evidencing such payment.

(h) Without prejudice to the survival of any other agreement of
any Borrower hereunder, the agreements and obligations of each Borrower
contained in this Section 4.06 shall survive the termination of the Commitments
and the payment in full of the Obligations.

4.07 Restricted Lender. In the event any Lender seeks additional
compensation pursuant to this Article IV or is restricted from making any Fixed
Rate Loan under this Agreement, including providing an Alternative Currency
which is made available by other Lenders (a "Restricted Lender"), TDC may cause
such Restricted Lender to be replaced by a financial institution reasonably
acceptable to the Agent which is not similarly restricted and will not seek
such additional compensation. Such Restricted Lender agrees to execute and to
deliver to the Agent an Assignment and Acceptance as provided in Section 12.01
hereof upon payment of all amounts owed under this Agreement to such Restricted
Lender.

4.08 Funding. In the event any Borrower elects to obtain any Loans
as Fixed Rate Loans pursuant to Section 2.01 or Section 3.01, or elects to
Continue any Fixed Rate Loans or Convert any portion of the principal amount of
any Domestic Base Rate Loans, Canadian Prime Rate Loans or Floating CD Loans to
Fixed Rate Loans pursuant to Section 2.09 or Section 3.08, each Lender may, if
it so elects, fulfill its obligation to make or Continue any portion of the
principal amount of any Loan as, or to Convert any portion of the principal
amount of any Loan into, a Fixed Rate Loan in accordance with any election made
by such Borrower by causing a foreign branch or affiliate of such Lender or an
international banking facility created by such Lender to make such Fixed Rate
Loan; provided that in such event such Fixed Rate Loan shall be deemed to have
been made by such Lender, and the obligation of the Borrower to repay such
Fixed Rate Loan shall nevertheless be to such Lender and shall be deemed to be
held by such Lender, to the extent of such Fixed Rate Loan, for the account of
such foreign branch, affiliate or international banking facility. In addition,
the Borrowers hereby consent and agree that, for purposes of any determination
to be made for purposes of this Agreement (including Sections 4.01, 4.02, 4.03
and 4.04), it shall be conclusively assumed that each Lender elected to fund
all Fixed Rate Loans by purchasing Dollar deposits or deposits in the
Alternative Currency in its eurocurrency office's interbank eurocurrency
market.

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ARTICLE V

Conditions to Making Loans, Issuing Letters of Credit and Creating Acceptances

5.01 Conditions of Initial Advance and Issuance of Letters of
Credit and Creating Acceptances. The obligation of the Lenders to make the
initial Domestic Advance or Canadian Advance and of NationsBank and CIBC to
issue the Letters of Credit and create Acceptances is subject to the following
conditions precedent:

(a) The Agent shall have received, on the Closing Date in form and
substance satisfactory to the Agent and the Lenders the following:

(i) executed originals of each of this Agreement and the
Notes and the other Loan Documents, together with all schedules and
exhibits thereto in form and substance satisfactory to the Agent and
the Lenders;

(ii) favorable written opinion or opinions of counsel to
the Borrowers and each Subsidiary executing a Guaranty or Pledge
Agreement dated the Closing Date, addressed to the Agent and the
Lenders and satisfactory to Smith Helms Mulliss & Moore, L.L.P.,
special counsel to the Agent, substantially in the form of
Exhibits K-1 and K-2 attached hereto;

(iii) resolutions of the board of directors (or of the
appropriate committee thereof) of each of the Borrowers certified by
its secretary or assistant secretary as of the Closing Date,
appointing the initial Authorized Representatives and approving and
adopting the Loan Documents to be executed by such Borrower, and
authorizing the execution and delivery thereof; specimen signatures of
officers of each Borrower executing the Loan Documents, certified by
the Secretary or Assistant Secretary of such Borrower;

(iv) the charter documents of each of the Borrowers
certified as of a recent date by the Secretary of State or comparable
official of its jurisdiction of organization;

(v) the by-laws of each of the Borrowers certified as of
the Closing Date as true and correct by the secretary or assistant
secretary of such Borrower;

(vi) certificates issued as of a recent date by the
Secretary of State or comparable official of the jurisdiction of the
formation of each of the Borrowers as to the corporate good standing
of such Borrower therein;

(vii) appropriate certificates of qualification to do
business and of corporate good standing with respect to each of the
Borrowers issued as of a recent date by the Secretary of State or
comparable official of each jurisdiction in which the failure to be
qualified to do business could materially adversely affect the
business, operations or

<PAGE> 92

conditions, financial or otherwise, of such Borrower;

(viii) with respect to each Significant Subsidiary executing
a Guaranty and each Subsidiary executing a Pledge Agreement, each of
the opinions, certificates and documents described in subsections (ii)
through (vii) above;

(ix) notice(s) of appointment of the initial Authorized
Representatives;

(x) all fees payable by the Borrowers on the Closing Date
to the Agent and the Lenders;

(xi) evidence satisfactory to the Agent of the repayment
in full and termination of each of the Prior Facilities substantially
simultaneously with the making of the initial Domestic Advance and the
initial Canadian Advance hereunder, and the agreement to terminate any
Liens on assets securing any obligations under any of the Prior
Facilities which termination shall be effected with reasonable
promptness following the Closing Date;

(xii) evidence of the delivery of stock certificates or
such other documents, and the taking of such other action, as may be
necessary or appropriate under applicable law to perfect the Liens of
the Agent (for itself and on behalf of the Lenders) on the Collateral
under the Loan Documents; and

(xiii) such other documents, instruments, certificates and
opinions as the Agent or any Lender may reasonably request on or prior
to the Closing Date in connection with the consummation of the
transactions contemplated hereby; and

(b) In the good faith judgment of the Agent and the Lenders:

(i) there shall not have occurred or become known to the
Agent or the Lenders any material adverse change in the business,
financial condition, operations, properties or prospects of TDC and
its Subsidiaries, taken as a whole, since January 31, 1997;

(ii) no litigation shall be pending or threatened which
would be likely to materially and adversely affect the business,
financial condition, operations, properties or prospects of TDC and
its Subsidiaries, taken as a whole, or which could reasonably be
expected to restrain or enjoin, impose burdensome conditions on, or
otherwise materially and adversely (A) affect the ability of any of
TDC and its Subsidiaries to fulfill their respective obligations under
the Loan Documents, or (B) impair any interests or rights of the Agent
or any Lender under the Loan Documents; and

(iii) TDC and its Subsidiaries shall have received all
approvals, consents and waivers, and shall have made or given all
necessary filings and notices as shall be

<PAGE> 93
required to consummate the transactions contemplated hereby without
the occurrence of any default under, conflict with or violation of (A)
any applicable law, rule, regulation, order or decree of any
governmental authority or arbitral authority or (B) any agreement,
document or instrument to which any of TDC or any Subsidiaries is a
party or by which any of them or their properties is bound, except for
such approvals, consents, waivers, filings and notices the receipt,
making or giving of which is not, in the good faith judgment of the
Agent and the Lenders, material to the enforcement of any of the Loan
Documents, or the financial condition, business or operations of TDC
and its Subsidiaries, taken as a whole.

5.02 Conditions of Loans. The obligations of the Lenders to make
any Loans, and of NationsBank or CIBC to issue Letters of Credit or create
Acceptances hereunder on or subsequent to the Closing Date are subject to the
satisfaction of the following conditions:

(a) the Agent shall have received a notice of such
borrowing or request if required by Section 2.01, 2.04, 2.15, 2.18,
2.19, 3.01, 3.13 or 3.14;

(b) the representations and warranties of the Borrowers
set forth in Article VII hereof and in each of the other Loan
Documents shall be true and correct on and as of the date of such
Advance or Loan or issuance of such Letter of Credit or Acceptance, as
the case may be, with the same effect as though such representations
and warranties had been made on and as of such date, except to the
extent that such representations and warranties expressly relate to an
earlier date and except that the financial statements referred to in
Section 7.02(c) shall be deemed to be those financial statements most
recently delivered to the Agent and the Lenders pursuant to Section
8.01 hereof;

(c) in the case of the issuance of a Letter of Credit,
Borrower shall have executed and delivered to NationsBank or CIBC, as
applicable, a Letter of Credit Application in form and content
acceptable to NationsBank or CIBC, as applicable, together with such
other instruments and documents as it shall request; provided that the
terms and conditions of this Agreement shall control if any conflict
should exist between the terms of such Letter of Credit Application
and this Agreement;

(d) in the case of the creation of a Domestic Acceptance,
the Multicurrency Facilities Borrower shall have executed and
delivered to NationsBank a General Acceptance Agreement and a draft in
form and content acceptable to NationsBank together with such other
instruments and documents as NationsBank shall reasonably request;

(e) at the time of each such Advance or Loan or issuance
of each Letter of Credit or Acceptance, as the case may be, no Default
or Event of Default specified in Article X hereof, shall have occurred
and be continuing;

(f) immediately after giving effect to a Domestic Advance
or Domestic Loan,

<PAGE> 94

a Domestic Acceptance or a Domestic Letter of Credit, the Total
Domestic Utilization shall not exceed the Total Domestic Revolving
Credit Commitment;

(g) immediately after giving effect to a Canadian Advance
or Canadian Loan, a Canadian Acceptance or a Canadian Letter of
Credit, the Total Canadian Utilization shall not exceed the Total
Canadian Revolving Credit Commitment;

(h) immediately after giving effect to a Swing Line Loan
the aggregate Swing Line Outstandings shall not exceed $25,000,000;

(i) immediately after giving effect to the issuance of
any Domestic Letter of Credit the Domestic Letter of Credit
Outstandings shall not exceed $125,000,000;

(j) immediately after giving effect to the issuance of
any Canadian Letter of Credit, the Canadian Letter of Credit
Outstandings shall not exceed $15,000,000; and

(k) immediately after giving effect to any Competitive
Bid Loan, the aggregate principal amount of outstanding Competitive
Bid Loans shall not exceed $50,000,000.

Each borrowing of Loans and each issuance of a Letter of Credit and
Acceptance shall constitute a representation and warranty by the Borrowers that
the conditions set forth in clauses (b) and (e) above have been satisfied as of
the date thereof and that as of the date of such Advance or issuance of a
Letter of Credit or Acceptance there has not been any material adverse change
in the business, operations or financial condition of TDC and its Subsidiaries.

<PAGE> 95

ARTICLE VI

Security

6.01 Guaranties and Pledge Agreement. As support and security for
the full and timely payment and performance of all Obligations, the Borrowers
shall on or before the Closing Date cause to be delivered to the Agent (i) the
unconditional guaranty of payment for the benefit of the Multicurrency
Facilities Lenders of all Obligations of the Multicurrency Facilities Borrowers
in connection with the Multicurrency Facilities by the Significant Subsidiaries
of TDC (other than TD France and the Excluded Subsidiaries), (ii) the
unconditional guaranty of payment by TDC and its Significant Subsidiaries
(other than TD Canada and the Excluded Subsidiaries) for the benefit of the
Canadian Facilities Lenders of all Obligations of TD Canada in connection with
the Canadian Facilities, and (iii) the Pledge Agreements signed by TDC, Tech
Data Latin America, Inc. and Tech Data Worldwide Partner, Inc.; and on or
before the Closing Date shall do or cause to be done all things necessary in
the opinion of the Agent and its counsel to grant to the Agent (for itself and
on behalf of the Lenders) a duly perfected, first priority Lien in all
Collateral, subject to no prior Lien (except as permitted by Section 9.08(v))
or other encumbrance or restriction on transfer.

6.02 Further Assurances. At the request of the Agent, each
Subsidiary and TDC will execute by its duly authorized officers, alone or with
the Agent, any certificate, instrument, statement or document and will procure
any such certificate, instrument, statement or document, or take such other
action (and pay all connected costs) which the Agent reasonably deems necessary
to create, continue or preserve (a) the guaranty by such Subsidiary or TDC or
(b) the Liens on Collateral (and the perfection and priority thereof) of the
Agent contemplated hereby and by the other Loan Documents.

6.03 New Subsidiaries. As provided in Section 8.20 hereof, to the
extent allowed under this Agreement, if TDC acquires or forms a Significant
Subsidiary (a) TDC shall cause such Significant Subsidiary to execute a
Guaranty of Obligations as described in Section 6.01 hereof (unless such
Subsidiary is an Excluded Subsidiary); and (b) in the case of an Excluded
Subsidiary other than TD France, that is directly owned by TDC or any Domestic
Subsidiary, TDC shall execute or shall cause any applicable Domestic Subsidiary
to execute a Pledge Agreement, granting to the Agent (for itself and for the
benefit of the Lenders) a Lien on the lesser of (i) 65% of the total capital
stock or ownership interests of such Excluded Subsidiary or (ii) 100% of such
stock and ownership interests owned by TDC or any Domestic Subsidiary.

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ARTICLE VII

Representations and Warranties

7.01 Representations and Warranties as to Borrowers and
Subsidiaries. Each Borrower represents and warrants to and in favor of the
Agents and each Lender with respect to itself and to its Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein and the making of Loans and the issuance of Letters of Credit
and Acceptances), that:

(a) Organization and Authority.

(i) It is a corporation duly organized and
validly existing under the laws of the jurisdiction of its
incorporation;

(ii) it has the corporate power and authority to
own its properties and assets and to carry on its business as
now being conducted and is qualified to do business in every
jurisdiction in which failure so to qualify would have a
material adverse effect on the business or operations of TDC
or its Subsidiaries;

(iii) it has the corporate power and authority to
execute and perform this Agreement, and to borrow hereunder
(in the case of a Borrower), and to execute and deliver each
of the other Loan Documents to which it is a party;

(iv) each Subsidiary executing a Guaranty or
Pledge Agreement has the power and authority to execute,
deliver and perform the Guaranty or Pledge Agreement to which
it is a party; and

(v) when executed and delivered, each of the Loan
Documents to which such Borrower or any Subsidiary is a party
will be valid and binding obligations of the Borrower or such
Subsidiary signatory thereto, enforceable against the Borrower
or such Subsidiary signatory thereto, in accordance with its
terms, subject to the effect of any applicable bankruptcy,
moratorium, insolvency, reorganization or other similar law
affecting the enforceability of creditors' rights generally
and to the effect of general principles of equity which may
limit the availability of equitable remedies (whether in a
proceeding at law or in equity);

(b) Loan Documents. The execution, delivery and
performance by each Borrower and each Subsidiary of each of the Loan
Documents to which it is a party:

(i) have been duly authorized by all requisite
corporate action (including any required shareholder approval)
of such Borrower or its Subsidiaries, as the case may be,
required for the lawful execution, delivery and performance
thereof;

<PAGE> 97

(ii) do not violate any provisions of (1)
applicable law, (2) any order of any court or other agency of
government binding on the Borrower or its Subsidiaries or its
or their properties, (3) the charter documents or by-laws of
the Borrower or its Subsidiaries or (4) any provisions of any
indenture, agreement or other instrument to which the Borrower
or any of its Subsidiaries is a party, or by which the
properties or assets of the Borrower or its Subsidiaries are
bound;

(iii) will not be in conflict with, result in a
breach of or constitute an event of default, or an event
which, with notice or lapse of time, or both, would constitute
an event of default, under any indenture, agreement or other
instrument to which the Borrower or any of its Subsidiaries is
a party; and

(iv) will not result in the creation or imposition
of any Lien, charge or encumbrance of any nature whatsoever
upon any of the properties or assets of the Borrower or any
Subsidiary.

(c) Solvency. Each Borrower and each of its Subsidiaries
are Solvent after giving effect to the transactions contemplated by
this Agreement and the other Loan Documents.

7.02 Representations and Warranties of TDC. TDC represents and
warrants with respect to itself and its Subsidiaries (which representations and
warranties shall survive the delivery of the documents mentioned herein and the
making of Loans and the issuance of Letters of Credit and Acceptances) that:

(a) Subsidiaries and Stockholders. It has no
Subsidiaries other than those Persons listed as Subsidiaries in
Schedule 7.02(a) hereto; Schedule 7.02(a) to this Agreement
states as of the date hereof the authorized and issued capitalization
of each Subsidiary, the number of shares of each class of capital
stock issued and outstanding of each such Subsidiary and the number
and percentage of outstanding shares of each such class of capital
stock owned by TDC or by any such Subsidiary; the outstanding shares
of each such Subsidiary have been duly authorized and validly issued
and are fully paid and nonassessable; and TDC and each such Subsidiary
owns beneficially and of record all the shares it is listed as owning
in Schedule 7.02(a), free and clear of any Lien, except for the Lien
created by the Security Instruments.

(b) Ownership Interests. It does not own any interest in
any Person other than the Persons listed in Schedule 7.02(a) and
Schedule 7.02(b) hereto;

(i) TDC has heretofore furnished to each Lender
an audited unqualified consolidated balance sheet of TDC and
its Subsidiaries as at January

<PAGE> 98

31, 1997 and the notes thereto and the related consolidated
statements of income, cash flow and changes in stockholders'
equity for the Fiscal Year then ended as examined and
certified by Price Waterhouse L.L.P. Except as set forth
therein, such financial statements (including the notes
thereto) present fairly the financial condition of TDC and the
Subsidiaries as of the end of such Fiscal Year and results of
their operations and the changes in their stockholders' equity
for the Fiscal Year then ended, all in conformity with
Generally Accepted Accounting Principles applied on a
Consistent Basis. Except as disclosed therein or otherwise
described or referred to in Schedule 7.02(c), neither TDC nor
any Subsidiary has, as of the date hereof, any known and
material direct liability;

(ii) since January 31, 1997, there has been no
material adverse change in the condition, financial or
otherwise, of TDC and its Subsidiaries or in the businesses,
properties and operations of TDC and its Subsidiaries, in each
case, considered as a whole, nor have such businesses or
properties, taken as a whole, been materially adversely
affected as a result of any fire, explosion, earthquake,
accident, strike, lockout, combination of workers, flood,
embargo or act of God; and

(iii) except as set forth in Schedule 7.02(c)
hereto, TDC and its Subsidiaries have not incurred, other than
in the ordinary course of business, any material indebtedness,
liabilities, obligations or commitments, contingent or
otherwise which remain outstanding or unsatisfied;

(d) Title to Properties. TDC and its Subsidiaries have
title to all their respective real and personal properties subject to
no transfer restrictions, liens, mortgages, pledges, security
interests, encumbrances or charges of any kind, except for (i) the
transfer restrictions and liens described in Schedule 7.02(d) attached
hereto, and (ii) liens permitted under Section 9.08 hereof;

(e) Taxes. TDC and its Subsidiaries have filed or caused
to be filed all federal, state and local tax returns which are
required to be filed by them and except for taxes and assessments
being contested in good faith and against which satisfactory reserves
have been established, have paid or caused to be paid all taxes as
shown on said returns or on any assessment received by them, to the
extent that such taxes have become due;

(f) Other Agreements. Neither TDC nor any Subsidiary is

(i) a party to any judgment, order, decree or any
agreement or instrument or subject to restrictions materially
adversely affecting the business, properties or assets,
operation or condition (financial or otherwise) of TDC and the
Subsidiaries, taken as a whole; or

<PAGE> 99

(ii) in default in the performance, observance or
fulfillment of any of the material obligations, covenants or
conditions contained in any agreement or instrument to which
TDC or any Subsidiary is a party, which default has, or if not
remedied within any applicable grace period could have,
a material adverse effect on the business, operations or
condition, financial or otherwise, of TDC and the Subsidiaries
taken as a whole;

(g) Litigation. Except as set forth in Schedule 7.02(g)
hereto, there is no action, suit or proceeding at law or in equity or
by or before any governmental instrumentality or agency or arbitral
body pending, or, to the best knowledge of TDC, threatened by or
against TDC or any Subsidiary or affecting TDC or any Subsidiary or
any properties or rights of TDC or any Subsidiary, which, if,
determined adversely to TDC or such Subsidiary, would materially
adversely affect the financial condition, business or operations of
TDC and the Subsidiaries taken as a whole;

(h) Margin Stock. Neither TDC nor any Subsidiary owns
any "margin stock" as such term is defined in Regulation U, as amended
(12 C.F.R. Part 221), of the Board. The proceeds of the borrowings
made pursuant to Sections 2.01, 2.04, 2.15 and 3.01 hereof, the
Letters of Credit and the Acceptances will be used by TDC and the
other Borrowers only for the purposes set forth in Section 2.13 and
Section 3.11 hereof. None of such proceeds will be used, directly or
indirectly, for the purpose of purchasing or carrying any margin stock
or for the purpose of reducing or retiring any Indebtedness which was
originally incurred to purchase or carry margin stock or for any other
purpose which might constitute any of the Loans under this Agreement a
"purpose credit" within the meaning of said Regulation U or Regulation
X (12 C.F.R. Part 224) of the Board. Neither TDC nor any agent acting
in its behalf has taken or will take any action which might cause this
Agreement or any of the documents or instruments delivered pursuant
hereto to violate any regulation of the Board or to violate the
Securities Exchange Act of 1934 or any state securities laws, in each
case as in effect on the date hereof;

(i) Investment Company. Neither TDC nor any Subsidiary
is an "investment company," or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company," as
such terms are defined in the Investment Company Act of 1940, as
amended (15 U.S.C. Section 80a-1, et seq.). The application of the
proceeds of the Loans, the Letters of Credit and the Acceptances and
repayment thereof by TDC and the other Borrowers and the performance
by TDC and the other Borrowers of the transactions contemplated by
this Agreement will not violate any provision of said Act, or any
rule, regulation or order issued by the Securities and Exchange
Commission thereunder, in each case as in effect on the date hereof;

(j) Patents, Etc. TDC and its Subsidiaries own or have
the right to use, under valid license agreements or otherwise, all
material patents, licenses, franchises, trademarks, trademark rights,
trade names, trade name rights, copyrights and know how necessary to
the conduct of their businesses as now conducted, without known
material

<PAGE> 100

conflict with any patent, license, franchise, trademark, trade secrets
and confidential commercial or proprietary information, trade
name, copyright, rights to trade secrets or other proprietary rights
of any other Person;

(k) No Untrue Statement. Neither this Agreement nor any
other Loan Document or certificate or document executed and delivered
by or on behalf of TDC or any Subsidiary in accordance with Section
5.01 hereof contains any misrepresentation or untrue statement of
material fact or omits to state a material fact necessary, in light of
the circumstance under which it was made, in order to make any such
representation or statement contained therein not misleading in any
material respect;

(l) No Consents, Etc. Neither the respective businesses
or properties of TDC or any Subsidiary, nor any relationship between
TDC or any Subsidiary and any other Person, nor any circumstance in
connection with the execution, delivery and performance of the Loan
Documents and the transactions contemplated hereby is such as to
require a consent, approval or authorization of, or filing,
registration or qualification with, any governmental or other
authority or any other Person on the part of TDC or any Subsidiary as
a condition to the execution, delivery and performance of, or
consummation of the transactions contemplated by, this Agreement or
the other Loan Documents or if so, such consent, approval,
authorization, filing, registration or qualification has been obtained
or effected, as the case may be;

(m) ERISA.

(i) None of the employee benefit plans maintained
at any time by TDC or any Subsidiary or the trusts created
thereunder has engaged in a prohibited transaction which could
subject any such employee benefit plan or trust to a material
tax or penalty on prohibited transactions imposed under
Internal Revenue Code Section 4975 or ERISA or under any
Foreign Benefit Law;

(ii) None of the employee benefit plans maintained
at any time by TDC or any Subsidiary which are employee
pension benefit plans and which are subject to Title IV of
ERISA or any Foreign Benefit Law or the trusts created
thereunder has been terminated so as to result in a material
liability of TDC or any Subsidiary under ERISA or any other
Person exercising similar duties and functions under any
Foreign Benefit Law nor has any such employee benefit plan of
TDC incurred any liability to the Pension Benefit Guaranty
Corporation established pursuant to ERISA, other than for
required insurance premiums which have been paid; neither TDC
nor any Subsidiary has withdrawn from or caused a partial
withdrawal to occur with respect to any Multi-employer Plan;
TDC and its Subsidiaries have made or provided for all
contributions to all such employee pension benefit plans which
they maintain and which are required as of the end of the most
recent fiscal year under each such plan; neither TDC nor any
Subsidiary has incurred any accumulated funding deficiency
with respect to any such plan,

<PAGE> 101

whether or not waived; nor has there been any reportable
event, or other event or condition, which presents a material
risk of termination of any such employee benefit plan
by such Pension Benefit Guaranty Corporation or other Person
exercising similar duties and functions under any Foreign
Benefit Law;

(iii) The present value of all vested accrued
benefits under the employee pension benefit plans which are
subject to Title IV of ERISA or any Foreign Benefit Law,
maintained by TDC or any Subsidiary, did not, as of the most
recent valuation date for each such plan, exceed the then
current value of the assets of such employee benefit plans
allocable to such benefits;

(iv) The consummation of the Loans and the
issuance of the Letters of Credit and Acceptances provided for
in Article II and Article III will not involve any prohibited
transaction under ERISA or violate any Foreign Benefit Law;

(v) To the best of TDC's knowledge, each employee
pension benefit plan subject to Title IV of ERISA or other
Foreign Benefit Law, maintained by TDC or any Subsidiary, has
been administered in accordance with its terms and is in
compliance in all material respects with all applicable
requirements of ERISA and other applicable laws, regulations
and rules and any applicable Foreign Benefit Law;

(vi) There has been no withdrawal liability
incurred with respect to any Multi-employer Plan to which TDC
or any Subsidiary is or was a contributor;

(vii) As used in this Agreement, the terms
"employee benefit plan," "employee pension benefit plan,"
"accumulated funding deficiency," "reportable event," and
"accrued benefits" shall have the respective meanings assigned
to them in ERISA, and the term "prohibited transaction" shall
have the meaning assigned to it in Internal Revenue Code
Section 4975 and ERISA; and

(viii) Neither TDC nor any Subsidiary has any
liability, contingent or otherwise, under any plan or program
or the equivalent for unfunded post-retirement benefits,
including pension, medical and death benefits, which liability
would have a material adverse effect on the financial
condition of TDC and its Subsidiaries taken as a whole;

(n) No Default. As of the date hereof, there does not
exist any Default or Event of Default hereunder;

(o) Hazardous Materials. Neither TDC nor any Subsidiary
nor, to the best of TDC's knowledge, any previous owner or operator of
any real property currently owned or operated by TDC or any Subsidiary
(collectively, the "Property") or any other Person, has generated,
stored, or disposed of any Hazardous Material on any portion of the
Property, or transferred any Hazardous Material from the Property to
any other location,

<PAGE> 102

giving rise to any liability of TDC or any Subsidiary which would have
a materially adverse effect on TDC and the Subsidiaries taken as a
whole. TDC and each Subsidiary are in compliance with all applicable
Environmental Laws and neither TDC nor any Subsidiary has been
notified of any action, suit, proceeding or investigation which calls
into question compliance by TDC or any Subsidiary with any
Environmental Laws or which seeks to suspend, revoke or terminate any
license, permit or approval necessary for the generation,
handling, storage, treatment or disposal of any Hazardous Material.

<PAGE> 103

ARTICLE VIII

Affirmative Covenants

Until the Obligations have been paid and satisfied in full and this
Agreement has been terminated in accordance with the terms hereof, unless the
Required Lenders shall otherwise consent in writing, TDC will and will cause
each Subsidiary to:

8.01 Financial Reports, Etc. (a) As soon as practical and in any
event within 120 days after the end of each Fiscal Year of TDC, deliver or
cause to be delivered to the Agents and each Lender (i) consolidated and
consolidating balance sheets of TDC and its Subsidiaries, and the notes
thereto, and the related consolidated and consolidating statements of income,
cash flow and changes in stockholders' equity and the respective notes thereto
for such Fiscal Year, setting forth in each case comparative financial
statements for the preceding Fiscal Year, all prepared in accordance with
Generally Accepted Accounting Principles applied on a Consistent Basis and
containing, with respect to the consolidated financial reports, opinions of
Price Waterhouse L.L.P., or other such independent certified public accountants
selected by TDC and approved by the Required Lenders, which are unqualified as
to the scope of the audit performed and as to the "going concern" status of
TDC; (ii) a copy of TDC's Form 10K as filed with the Securities and Exchange
Commission; and (iii) a certificate of an Authorized Representative
demonstrating compliance with Sections 9.01, 9.02, 9.03, 9.04, 9.05, 9.06,
9.07(iv), (v) and (vi), 9.15, 9.16 and 9.18 of this Agreement, which
certificate shall be in the form attached as Exhibit L;

(b) as soon as practical and in any event within 60 days after the
end of each quarterly period (except the last reporting period of the Fiscal
Year), deliver to the Agents and each Lender (i) consolidated and consolidating
balance sheets of TDC and its Subsidiaries, as of the end of such reporting
period and the related consolidated and consolidating statements of income,
cash flow and changes in stockholders' equity for such reporting period and for
the period from the beginning of the Fiscal Year through the end of such
reporting period, certified by an Authorized Representative as presenting
fairly the financial position of TDC and its Subsidiaries as of the end of such
reporting period and the results of their operations and the changes in their
financial position for such reporting period, in conformity with the standards
set forth in Section 7.02(c)(i) with respect to interim financials, (ii) a copy
of TDC's Form 10Q for such quarterly period as filed with the Securities and
Exchange Commission and (iii) a certificate of an Authorized Representative
containing computations for such quarter similar to that required pursuant to
Section 8.01(a)(iii);

(c) together with each delivery of the financial statements
required by Section 8.01(a) hereof, deliver to the Agents and each Lender a
letter from TDC's accountants specified in Section 8.01(a) hereof stating that
in performing the examination necessary to render an opinion on the financial
statements delivered therewith, they obtained no knowledge of any Default or
Event of Default by TDC or any Subsidiary in the fulfillment of the terms and
provisions of this Agreement insofar as they relate to financial matters (which
at the date of such statement remains uncured); and if the accountants have
obtained knowledge of such Default or Event of Default, a

<PAGE> 104

statement specifying the nature and period of existence thereof;

(d) promptly upon their becoming available to TDC, TDC shall
deliver to the Agents and each Lender, a copy of (i) all regular or special
reports or effective registration statements which TDC or any Subsidiary shall
file with the Securities and Exchange Commission (or any successor thereto) or
any securities exchange, (ii) all reports, proxy statements, financial
statements and other information distributed by TDC to its stockholders,
bondholders or the financial community in general, and (iii) any reports
submitted to TDC or any of its Subsidiaries by independent accountants in
connection with any annual, interim or special audit of TDC or any of its
Subsidiaries;

(e) promptly, from time to time, deliver or cause to be delivered
to each Lender such other information regarding TDC's and each Subsidiary's
operations, business affairs and financial condition as such Lender may
reasonably request, including audited financial statements of any Subsidiary,
to the extent such statements exist. The Agents and the Lenders are hereby
authorized to deliver a copy of any such financial information delivered
hereunder to the Lenders (or any affiliate of any Lender) or to the Agent, to
any regulatory authority having jurisdiction over any of the Lenders pursuant
to any written request therefor, and to any other Person who shall acquire or
consider the acquisition of a participation interest in or assignment of any
Loan or the Letters of Credit or Acceptances permitted by this Agreement.

8.02 Maintain Properties. Maintain all properties and other
personal property necessary to its operations in good working order and
condition and make all needed repairs, replacements and renewals as are
necessary to conduct its business in accordance with customary business
practices.

8.03 Existence, Qualification, Etc. Do or cause to be done all
things necessary to preserve and keep in full force and effect its existence
and all material rights and franchises, trade names, trademarks and permits and
maintain its license or qualification to do business as a foreign corporation
and good standing in each jurisdiction in which its ownership or lease of
property or the nature of its business requires such qualification where the
failure to maintain such license or qualification would have a material adverse
effect on TDC and its Subsidiaries.

8.04 Regulations and Taxes. Comply with or contest in good faith
all statutes and governmental regulations and pay all taxes, assessments,
governmental charges, claims for labor, supplies, rent and any other obligation
which, if unpaid, might become a lien against any of its properties except
liabilities being contested in good faith and against which adequate reserves
have been established.

8.05 Insurance. Maintain with financially sound and reputable
insurers insurance with respect to its properties and business and against such
liabilities, casualties and contingencies of such types and in such amounts as
is customary in the case of corporations engaged in the same or a similar
business or having similar properties similarly situated.

<PAGE> 105

8.06 True Books. Keep true books of record and account in which
full, true and correct entries will be made of all of its dealings and
transactions, and set up on its books such reserves as may be required by
Generally Accepted Accounting Principles or other accounting principles
applicable in the jurisdiction of a Borrower's or Subsidiary's organization or
creation with respect to all taxes, assessments, charges, levies and claims and
with respect to its business in general, and include such reserves in interim
as well as year-end financial statements.

8.07 Pay Indebtedness to Lenders and Perform Other Covenants. (a)
Make full and timely payment of the principal of and interest on the Notes and
all other Obligations whether now existing or hereafter arising; and (b) duly
comply with all the terms and covenants contained in all other instruments and
documents given to the Agent or any Lender pursuant to this Agreement.

8.08 Right of Inspection. Permit any Person designated by any
Lender, at the Lender's expense, to visit and inspect any of the properties,
corporate books and financial reports of TDC and its Subsidiaries, and to
discuss its affairs, finances and accounts with its principal officers and
independent certified public accountants, all at such reasonable times, at
reasonable intervals and with reasonable prior notice. Information received by
the Agent and any Lender pursuant to such inspections shall be limited to
distribution in the same manner as described in Section 8.01(e) hereof.

8.09 Observe all Laws. Conform to and duly observe all laws,
regulations and other valid requirements of any regulatory authority with
respect to the conduct of its business, the failure to observe which would have
a material adverse effect on its business.

8.10 Covenants Extending to Subsidiaries. Cause each of its
Subsidiaries to do with respect to itself, its business and its assets, each of
the things required of TDC in Sections 8.02 through 8.09, inclusive.

8.11 Officer's Knowledge of Default. Upon an officer of TDC
obtaining knowledge of any Default or Event of Default hereunder or under any
other obligation of TDC or any Subsidiary, cause such officer to promptly
notify the Agents of the nature thereof, the period of existence thereof, and
what action TDC proposes to take with respect thereto.

8.12 Suits or Other Proceedings. Upon an officer of TDC obtaining
knowledge of any litigation, dispute or proceedings being instituted or
threatened against TDC or its Subsidiaries, or any attachment, levy, execution
or other process being instituted against any assets of TDC or its Subsidiaries
in an amount greater than $5,000,000 not otherwise covered by insurance,
promptly deliver to the Agents written notice thereof stating the nature and
status of such litigation, dispute, proceeding, levy, execution or other
process.

8.13 Environmental Reports. Promptly provide to the Agents true,
accurate and complete copies of any and all documents, including reports,
submissions, notices, orders, directives, findings and correspondence made by
TDC or any Subsidiary to the United States

<PAGE> 106

Environmental Protection Agency ("EPA"), the United States Occupational Safety
and Health Administration ("OSHA") or to any other federal, state or local
authority pursuant to any federal, state or local law, code or ordinance and
all rules and regulations promulgated thereunder which require informational
submissions concerning environmental, health or safety matters.

8.14 Notice of Discharge of Hazardous Material or Environmental
Complaint. Give to the Agents immediate written notice of any complaint,
order, directive, claim, citation or notice by any governmental authority or
any Person to TDC, any Subsidiary or any successor with respect to (i) air
emissions, (ii) spills, releases or discharges to soils or improvements located
thereon, surface water, groundwater or the sewer, septic system or waste
treatment, storage or disposal systems servicing the Property, (iii) noise
emissions, (iv) solid or liquid waste disposal, or (v) the use, generation,
storage, transportation or disposal of Hazardous Material. Such notices shall
include, among other information, the name of the party who filed the claim,
the nature of the claim and the actual or potential amount of the claim. TDC
shall, and shall cause its Subsidiaries to, promptly comply with its
obligations under law with regard to such matters. However, neither TDC nor
any Subsidiary shall not be obligated to give such notice to Agent of discharge
or existence of any Hazardous Material which occurs legally in accordance with
and pursuant to the terms and conditions of a valid governmental permit,
license, certificate or approval therefor.

8.15 Indemnification. The Borrowers hereby jointly and severally
agree to defend, indemnify and hold the Agents and Lenders harmless from and
against any and all claims, losses, liabilities, damages and expenses
(including, without limitation, cleanup costs and reasonable attorneys' fees
including those arising by reason of any of the aforesaid or an action against
TDC or any Subsidiary under this indemnity) arising directly or indirectly
from, out of or by reason of the handling, storage, treatment, emission or
disposal of any Hazardous Material by or in respect of TDC or any Subsidiary or
property owned or leased by TDC or any Subsidiary. The provisions of this
Section 8.15 shall survive repayment of the Obligations, occurrence of the
Revolving Credit Termination Date and expiration or termination of this
Agreement. This indemnity shall not apply to the extent of damages caused to
Agent, Lenders or others by Agent or Lenders.

8.16 Further Assurances. At its cost and expense, upon request of
either of the Agents, duly execute and deliver or cause to be duly executed and
delivered, to the Agents such further instruments, documents, certificates, and
do and cause to be done such further acts that may be reasonably necessary or
advisable in the opinion of the Agents to carry out more effectively the
provisions and purposes of this Agreement and the other Loan Documents.

8.17 ERISA Requirement. Comply with all material requirements of
ERISA, to the extent applicable, and any Foreign Benefit Law applicable to it
and furnish to the Agents as soon as possible and in any event (i) within
thirty (30) days after TDC or duly appointed administrator of a employee
benefit plan knows or has reason to know that any reportable event

<PAGE> 107

or other event under any Foreign Benefit Law with respect to any employee
benefit plan has occurred, written statement of an Authorized Representative
describing in reasonable detail such reportable event or other event under any
Foreign Benefit Law and any action which TDC proposes to take with respect
thereto, together with a copy of the notice of such reportable event given to
the PBGC or a statement that said notice will be filed with the annual report
to the United States Department of Labor with respect to such plan if such
filing has been authorized, (ii) promptly after receipt thereof, a copy of any
notice that TDC or any Subsidiary may receive from the PBGC relating to the
intention of the PBGC to terminate any employee benefit plan or plans or to
appoint a trustee to administer any such plan, and (iii) within 10 days after a
filing with the PBGC pursuant to Section 412(n) of the Code of a notice of
failure to make a required installment or other payment with respect to a plan,
a certificate of an Authorized Representative setting forth details as to such
failure and the action that TDC or its Subsidiary proposes to take with respect
thereto, together with a copy of such notice given to the PBGC.

8.18 Continued Operations. Continue at all times (i) to maintain
the chief executive offices and principal place of business of TDC at 5350 Tech
Data Drive, Clearwater, Florida 33760, (ii) to conduct its business and engage
principally in the same line or lines of business substantially as heretofore
conducted, and (iii) to preserve, protect and maintain free from Liens its
material patents, copyrights, licenses, trademarks, trademark rights, trade
names, trade name rights, trade secrets and know-how necessary or useful in the
conduct of its operations.

8.19 Use of Proceeds. Use the proceeds of the Loans, Letters of
Credit and Acceptances solely for the purposes specified in Articles II and III
hereof, as applicable.

8.20 New Subsidiaries. (a) Simultaneously with the formation of
any Significant Subsidiary or the acquisition of any Significant Subsidiary
permitted by the terms of this Agreement or at any time a Subsidiary becomes a
Significant Subsidiary, cause to be delivered to the Agent for the benefit of
the Lenders each of the following:

(i) guaranty agreements of each Significant Subsidiary,
each duly executed by such Significant Subsidiary substantially in the
form of Exhibit G-1 and Exhibit G-2, provided that a Significant
Subsidiary shall not be required to deliver a guaranty agreement in
the form of Exhibit G-1 or Exhibit G-2 if such Significant Subsidiary
(an "Excluded Subsidiary") is a Foreign Subsidiary;

(ii) in the case of an Excluded Subsidiary that is
directly owned in whole or in part by TDC or any Domestic Subsidiary,
a Pledge Agreement duly executed by such owners and granting to the
Agent (for itself and on behalf of the Lenders) a Lien on the lesser
of (a) 65% of the total capital stock or ownership interests of such
Excluded Subsidiary or (b) 100% of such stock and ownership interests
owned by TDC or any Domestic Subsidiaries;

(iii) the stock certificates or other documents (duly
executed by TDC or the Domestic Subsidiaries) that are required to
ensure that the Agent (for itself and on behalf of the Lenders) has a
duly perfected first priority Lien on the Collateral described in any
Pledge Agreement delivered pursuant to clause (ii) of this Section
8.20, subject to no

100

<PAGE> 108

prior Liens (except as permitted by Section 9.08(v)) or
encumbrances or restrictions on transfer;

(iv) an opinion of counsel to the Borrowers and the
Significant Subsidiaries (which may be an employee of TDC) dated as of
the date of delivery of the documents provided in the foregoing
clauses (i), (ii) and (iii) and addressed to the Agent and the
Lenders, in form and substance reasonably acceptable to the Agent and
the Lenders (which opinion may include assumptions and qualifications
of similar effect to those contained in the opinions of counsel
delivered pursuant to Section 5.01(a)(ii) hereof), to the effect that:

(A) such Significant Subsidiary is duly
organized, validly existing and in good standing in the
jurisdiction of its incorporation, has the requisite corporate
power and authority to own its properties and conduct its
business as then owned and then proposed to be conducted and
is duly qualified to transact business and is in good standing
as a foreign corporation in each other jurisdiction in which
the character of the properties owned or leased, or the
business carried on by it, requires such qualification; and

(B) the execution, delivery and performance of
the documents described in clause (i) and (ii) of this Section
8.20 to which such Significant Subsidiary or its parent is a
signatory have been duly authorized by all requisite corporate
action (including any required shareholder approval), such
documents have been duly executed and delivered and constitute
valid and binding obligations of such Significant Subsidiary
or its parent, as the case may be, enforceable against such
Subsidiary or its parent in accordance with its terms, subject
to the effect of any applicable bankruptcy, moratorium,
insolvency, reorganization or other similar law affecting the
enforceability of creditors' rights generally and to the
effect of general principles of equity which may limit the
availability of equitable remedies (whether in a proceeding at
law or in equity), and the documents delivered pursuant to
clause (iii) of this Section 8.20 are sufficient to ensure
that the Agent (for itself and the Lenders) has a perfected
Lien on the Collateral described in the respective Pledge
Agreement, and such Lien secures the Obligations; and

(v) current copies of the charter and bylaws of such
Significant Subsidiary, minutes of duly called and conducted meetings
(or duly effected consent actions) of the Board of Directors (and, if
required by such charter, bylaws or by applicable laws, of the
shareholders) of such Significant Subsidiary and its parent
authorizing the actions and the execution and delivery of documents
described in clauses (i), (ii) and (iii) of this Section 8.20 and
evidence satisfactory to the Agent (confirmation of the receipt of
which will be provided by the Agent to the Lenders) that such
Significant Subsidiary is Solvent as of such date and after giving
effect to its Guaranty.

101

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(b) If at any time the sum of the total assets or total revenues
of Subsidiaries that have not executed and delivered to the agent a Guaranty
exceeds in the aggregate $40,000,000, TDC shall promptly cause there to be
delivered to the Agent one or more additional Guaranties of Subsidiaries that
do not constitute Significant Subsidiaries in order that after giving effect to
such additional Guaranties, the sum of the total assets or total revenues, in
either or both cases, of Subsidiaries not having delivered a Guaranty does not
exceed in the aggregate $40,000,000.

102

<PAGE> 110

ARTICLE IX

Negative Covenants

9.01 Current Ratio. Permit the ratio of Consolidated Current
Assets to Consolidated Current Liabilities to be less than: 1.10 to 1.00 at any
time from the Closing Date to January 30, 1999, and 1.20 to 1.00 at any time
thereafter.

9.02 Shareholders' Equity. Permit at any time Consolidated
Shareholders' Equity to be less than the sum of (a) $411,988,500, plus (b) on a
cumulative basis, (with no reduction for net losses during such period) 75% of
Consolidated Net Income for each fiscal quarter beginning with the fiscal
quarter ended July 31, 1997. In addition, after the date hereof, such minimum
level of Consolidated Shareholders' Equity shall be increased by 75% of the net
proceeds received by TDC from the sale of any shares of capital stock.

9.03 Senior Indebtedness to Total Capital. Permit the ratio of
Consolidated Senior Indebtedness to Consolidated Total Capital to exceed: 0.60
to 1.00 at any time prior to the issuance by TDC or any Subsidiary of any
Convertible Indebtedness, and 0.55 to 1.00 at any time on and after the date of
issuance of such Convertible Indebtedness.

9.04 Indebtedness to Total Capital. Permit the ratio of
Consolidated Funded Indebtedness to the Consolidated Total Capital to exceed
.65 to 1.00 at any time.

9.05 EBIT to Interest Expense. Permit the ratio of Consolidated
EBIT to Consolidated Interest Expense for the Four-Quarter Period immediately
preceding the date of computation to be less than 2.50 to 1.00 at any time.

9.06 Lease Expense Ratio. Permit at any time the ratio of the (i)
sum of Consolidated EBIT plus Consolidated Lease Expense for the Four-Quarter
Period immediately preceding the date of computation to (ii) the sum of
Consolidated Interest Expense plus Consolidated Lease Expense for the
Four-Quarter Period immediately preceding the date of computation to be less
than 2.00 to 1.00.

9.07 Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, howsoever evidenced, except

(i) Indebtedness existing as of the date hereof which is
set forth in Schedule 9.07 attached hereto;

(ii) Indebtedness arising in connection with this
Agreement;

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(iii) the endorsement of negotiable instruments for deposit
or collection, the guaranty of payment of Borrowers' customers'
Indebtedness to commercial finance entities arising solely from the
purchase of products by such customers from one or more Borrowers or
their Subsidiaries or similar transactions in the ordinary course of
business;

(iv) Indebtedness incurred to purchase personal property
provided such Indebtedness is secured only by the property so acquired
and does not exceed the actual cost of such property; provided that
the total outstanding amount of all such Indebtedness shall not exceed
at any time $25,000,000;

(v) Convertible Subordinated Indebtedness not exceeding
in the aggregate amount at any time outstanding $300,000,000, so long
as after giving effect thereto no Default or Event of Default exists
hereunder;

(vi) Indebtedness that is not secured by any assets or
property of TDC or any Subsidiary and does not exceed the aggregate
amount at any time outstanding of $100,000,000, so long as after
giving effect thereto no Default or Event of Default exists hereunder;

(vii) any obligations arising under the Transfer and
Administration Agreement; and

(viii) any Indebtedness permitted under Section 9.10(vii).

9.08 Liens. Incur, create or permit to exist any pledge, Lien,
charge or other encumbrance of any nature whatsoever with respect to any
property or assets now owned or hereafter acquired by any Borrower or any of
its Subsidiaries, other than

(i) Liens existing as of the date hereof which are set
forth in Schedule 7.02(d) attached hereto;

(ii) Liens on that equipment acquired with Indebtedness
permitted under Section 9.07(iv) hereof;

(iii) Liens on receivables arising in connection with the
Trade Receivable Purchase Facility;

(iv) any unfiled lien of materialmen, mechanics, workmen,
warehousemen, carriers, landlords or repairmen; provided that if such
a lien shall be perfected and shall not be contested in good faith, it
shall be discharged of record immediately by payment, bond or
otherwise;

(v) tax liens which are being contested in good faith, or
which constitute liens

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for taxes the payment of which is not yet required;

(vi) easements, restrictions, defects in title, covenants
and similar encumbrances in respect of real estate that do not render
title thereto uninsurable or detract from or interfere in any material
respect with the use of such property subject thereto in connection
with the business of the Borrower or any of its Subsidiaries; and

(vii) Liens on the Collateral in favor of the Agent (for
itself and on behalf of the Lenders) pursuant to the Security
Instruments.

9.09 Transfer of Assets. Sell, lease, transfer or otherwise
dispose of any item of property or asset except (i) sales, leases, transfers or
other dispositions in the ordinary course of business, (ii) sales and
dispositions of assets or property which are obsolete, worn out or no longer
useful in its business, (iii) sales or transfers of receivables related to the
Transfer and Administration Agreement, (iv) the inter-company transfer or sales
of receivables, inventory or other assets to Subsidiaries who have guaranteed
payment of the Obligations or whose shares have been pledged pursuant to the
Pledge Agreement and (v) the sale of certain assets of Macrotron, A.G. having a
book value of not in excess of $125,000,000.

9.10 Investments. Purchase, own, invest in or otherwise acquire,
directly or indirectly, any stock or other securities, or make or permit to
exist any interest whatsoever in any other Person or permit to exist any loans
or advances to any Person; provided, TDC and its Subsidiaries may maintain
investments or invest in

(i) direct obligations of the United States of America or
any agency or instrumentality thereof or obligations guaranteed by the
United States of America or any agency or instrumentality thereof,
provided that such obligations mature within one year from the date of
acquisition thereof;

(ii) demand deposits, time deposits or certificates of
deposit issued by any of the Lenders or certificates of deposit
maturing within one year from the date of acquisition issued by a bank
or trust company organized under the laws of the United States or any
state thereof having capital surplus and undivided profits aggregating
at least $400 million and being rated A-3 or better by Standard &
Poor's Rating Services or A or better by Moody's Investors Services,
Inc.;

(iii) commercial paper rated A-1 or better by Standard &
Poor's Rating Services or P-1 or better by Moody's Investors Services,
Inc. (Commercial Paper Record);

(iv) one or more Subsidiaries created or acquired in
compliance with the provisions of Section 8.20 hereof;

(v) shares of capital stock owned by TDC and each
Subsidiary as listed on Schedule 7.02(a);

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(vi) investments existing as of the date hereof which are
set forth in Schedule 7.02(b) attached hereto; and

(vii) loans by TDC or a wholly-owned Subsidiary of TDC to
another Subsidiary of TDC or TDC.

9.11 Merger or Consolidation. (a) Consolidate with or merge into
any other Person, or (b) permit any other Person to merge into TDC if after
giving effect to the merger of any Person into TDC (i) a Default or Event of
Default would exist under this Agreement or (ii) TDC is not the surviving
entity. Any Subsidiary of TDC may merge with and into any other entity if the
survivor is a Subsidiary of TDC.

9.12 Transactions with Affiliates. Enter into any transaction
after the date hereof, including, without limitation, the purchase, sale,
leasing or exchange of property, real or personal, or the rendering of any
service, with any stockholder, officer or director of TDC or any Subsidiary
(other than TDC or another Subsidiary), except (a) that directors,
shareholders, officers and employees of TDC and the Subsidiaries may render
services to TDC or the Subsidiaries for compensation at the same rates
generally paid by corporations engaged in the same or similar businesses for
the same or similar services and (b) in the ordinary course of and pursuant to
the reasonable requirements of TDC's (or any Subsidiary's) business consistent
with past practice of TDC and its Subsidiaries and upon fair and reasonable
terms no less favorable to TDC (or any Subsidiary) than would be obtained in a
comparable arm's-length transaction with a Person not a stockholder, officer or
director.

9.13 ERISA. With respect to all employee pension benefit plans
maintained by TDC or any Subsidiary:

(i) terminate any of such employee pension benefit plans
so as to incur any liability in excess of $500,000 to the Pension
Benefit Guaranty Corporation established pursuant to ERISA or to any
other Person exercising similar duties and functions under any Foreign
Benefit Law;

(ii) allow or suffer to exist any prohibited transaction
involving any of such employee pension benefit plans or any trust
created thereunder which would subject TDC or a Subsidiary to a tax or
penalty or other liability (A) on prohibited transactions in excess of
$500,000 imposed under Internal Revenue Code Section 4975 or ERISA or
(B) under any Foreign Benefit Law;

(iii) fail to pay to any such employee pension benefit plan
any contribution which it is obligated to pay under the terms of such
plan;

(iv) allow or suffer to exist any accumulated funding
deficiency, whether or not waived, with respect to any such employee
pension benefit plan;

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(v) allow or suffer to exist any occurrence of a
reportable event or any other event or condition, which presents a
material risk of termination by the Pension Benefit Guaranty
Corporation of any such employee pension benefit plan that is a Single
Employer Plan, which termination could result in any liability (A) to
the Pension Benefit Guaranty Corporation or (B) under any Foreign
Benefit Law; or

(vi) incur any withdrawal liability with respect to any
Multi-employer Plan which is not fully funded.

9.14 Fiscal Year. Change TDC's Fiscal Year.

9.15 Rate Hedging Obligations. Incur any Rate Hedging Obligations
or enter into any agreements, arrangements, devices or instruments relating to
Rate Hedging Obligations, except in regard to (i) Indebtedness evidenced by the
Notes, the aggregate amount of such outstanding Rate Hedging Obligation in no
event to exceed $550,000,000; (ii) Indebtedness and obligations arising
pursuant to the Trade Receivable Purchase Facility, the aggregate amount of
such Rate Hedging Obligation not to exceed $500,000,000; (iii) existing
Indebtedness to Aetna Life and Casualty Company secured by TDC's headquarters
office building, all such Rate Hedging Obligations to be at rates, in form and
with counterparties reasonably acceptable to the Agent and (iv) up to
$90,000,000 of obligations arising under the TDC TROL.

9.16 Acquisition. Enter into any agreement to acquire all or any
part of the assets or equity securities of any Person unless (a) such
acquisition constitutes a Permitted Acquisition and (b) the Cost of Acquisition
of such assets or equity securities of any Person does not exceed 35% of
Consolidated Shareholders' Equity.

9.17 Transfer and Administration Agreement. Amend, modify or
change the definition of Eligible Receivables as set forth in the Transfer and
Administration Agreement as it exists on the Closing Date.

9.18 Lease-Backs. Enter into any arrangements, directly or
indirectly, with any Person whereby any of the Borrowers or its Subsidiaries
shall sell or transfer any property, whether now owned or hereafter acquired,
used or useful in its business, in connection with the rental or lease of the
property so sold or transferred or of other property which the Borrowers or
their Subsidiaries intend to use for substantially the same purpose or purposes
as the property so sold or transferred except property of the Borrowers and
their Subsidiaries having a book value of not to exceed in the aggregate
$10,000,000.

9.19 Dividends or Distributions. Declare or pay dividends (other
than stock dividends and dividends by Subsidiaries) or make other stockholder
distributions or purchases of its capital stock, or make any distribution of
capital, cash or property to any stockholders or partners provided, however,
that nothing in this Section 9.19 shall limit the right of (i) TDC to purchase
shares of its common stock for the purposes of making required contributions to
its employee stock option plan so long as the aggregate dollar amount spent for
such stock in any Fiscal Year

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does not exceed $5,000,000 or (ii) Macrotron A.G. from paying required
dividends on preferred stock of Macrotron A.G.

9.20 Negative Pledge. Except as set forth in Schedule 9.20, enter
into any agreement whereby any Borrower or a Subsidiary limits its rights to
impose any Lien or encumbrance on any of its assets.

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ARTICLE X

Events of Default and Acceleration

10.01 Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), that is to say:

(a) if default shall be made in the due and punctual
payment of the principal of any Loan or Reimbursement Obligation, when
and as the same shall be due and payable whether pursuant to any
provision of Article II or Article III hereof, at maturity, by
acceleration or otherwise; or

(b) if default shall be made in the due and punctual
payment of any amount of interest on any Loan or Reimbursement
Obligation or of any fees on the date on which the same shall be due
and payable; or

(c) if default shall be made in the performance or
observance of any covenant set forth in Sections 8.07 or 8.11 or
Article IX hereof; or

(d) if a default shall be made in the performance or
observance of, or shall occur under, any covenant, agreement or
provision contained in this Agreement or the Notes (other than as
described in clause (a), (b) or (c) above) and such default shall
continue for 30 or more days after the earlier of receipt of notice of
such default by the Authorized Representative from the Agent or any
Borrower becomes aware of such default, or if a default shall be made
in the performance or observance of, or shall occur under, any
covenant, agreement or provision contained in any of the other Loan
Documents or in any instrument or document evidencing or creating any
obligation, guaranty, lien or security interest in favor of the Agent
or Canadian Agent or delivered to any of the Lenders in connection
with or pursuant to this Agreement or any of the Obligations (beyond
any applicable grace period contained therein), or if any Loan
Document ceases to be in full force and effect (other than by reason
of any action by the Agent or any Lender), or if without the written
consent of the Lenders, this Agreement or any other Loan Document
shall be disaffirmed or shall terminate, be terminable or be
terminated or become void or unenforceable for any reason whatsoever
(other than in accordance with its terms in the absence of default or
by reason of any action by the Agents or any Lender); or

(e) if a default shall occur, which is not waived, (i) in
the payment of any principal, interest or premium with respect to any
Indebtedness in an amount in excess of $5,000,000 (other than the
Loans and Reimbursement Obligations) of TDC or any Subsidiary or (ii)
in the performance, observance or fulfillment of any term or covenant

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contained in any agreement or instrument under or pursuant to which
any such Indebtedness may have been issued, created, assumed,
guaranteed or secured by TDC or any Subsidiary, and such default shall
continue for more than the period of grace, if any, therein specified,
or if such default shall permit the holder of any such Indebtedness to
accelerate the maturity thereof; or

(f) if any representation, warranty or other statement of
fact contained herein or in any other Loan Document or in any writing,
certificate, report or statement at any time furnished to either of
the Agents or any Lender by or on behalf of TDC or any Subsidiary
pursuant to or in connection with this Agreement, or otherwise, shall
be false or misleading in any material respect when given; or

(g) if TDC or any Subsidiary shall be unable to pay its
debts generally as they become due; file a petition to take advantage
of any insolvency statute; make an assignment for the benefit of its
creditors; commence a proceeding for the appointment of a custodian,
receiver, trustee, liquidator or conservator of itself or of the whole
or any substantial part of its property; file a petition or answer
seeking receivership, liquidation, reorganization or arrangement or
similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state
or similar law of any other country or province thereof; or

(h) if a court of competent jurisdiction shall enter an
order, judgment or decree appointing a custodian, receiver, trustee,
liquidator or conservator of TDC or any Subsidiary or of the whole or
any substantial part of its properties, or approve a petition filed
against TDC or any Subsidiary seeking receivership, liquidation,
reorganization or arrangement or similar relief under the federal
bankruptcy laws or any other applicable law or statute of the United
States of America or any state or similar law of any other country or
province thereof; or if, under the provisions of any other law for the
relief or aid of debtors, a court of competent jurisdiction shall
assume custody or control of TDC or any Subsidiary or of the whole or
any substantial part of its properties; or if there is commenced
against TDC or any Subsidiary any proceeding or petition seeking
receivership, liquidation, reorganization, arrangement or similar
relief under the federal bankruptcy laws or any other applicable law
or statute of the United States of America or any state or similar law
of any other country or province thereof, which proceeding or petition
remains undismissed for a period of 90 days; or if TDC or any
Subsidiary takes any action to indicate its consent to or approval of
any such proceeding or petition; or

(i) if (i) any judgment where the amount not covered by
insurance (or the amount as to which the insurer denies liability) is
in excess of $5,000,000 is rendered against TDC or any Subsidiary, or
(ii) there is any attachment, injunction or execution against any of
TDC's or any Subsidiary's properties for any amount in excess of
$5,000,000; and such judgment, attachment, injunction or execution
remains unpaid, unstayed or undismissed for a period of sixty (60)
days; or

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(j) if TDC or any Subsidiary shall, other than in the
ordinary course of business (as determined by past practices), suspend
all or any part of its operations material to the conduct of the
business of TDC and the Subsidiaries, taken as a whole; or

(k) if (i) TDC or any Subsidiary shall engage in any
prohibited transaction (as described in Section 9.13(ii) hereof)
involving any employee pension benefit plan of TDC or any Subsidiary,
(ii) any accumulated funding deficiency (as referred to in Section
9.13(iv) hereof), whether or not waived, shall exist with respect to
any Single Employer Plan, (iii) a reportable event (as referred to in
Section 9.13(v) hereof) (other than a reportable event for which the
statutory notice requirement to the Pension Benefit Guaranty
Corporation has been waived by regulation) shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed to administer or to terminate, any Single
Employer Plan, which reportable event or institution or proceedings
is, in the reasonable opinion of the Required Lenders, likely to
result in the termination of such Single Employer Plan for purposes of
Title IV of ERISA, and in the case of such a reportable event, the
continuance of such reportable event shall be unremedied for thirty
(30) days after notice of such reportable event pursuant to Section
4043(a), (c) or (d) of ERISA is given, as the case may be, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) TDC or any Subsidiary shall withdraw from a Multi-employer
Plan for purposes of Title IV of ERISA, and, as a result of any such
withdrawal, TDC or any Subsidiary shall incur withdrawal liability to
such Multi-employer Plan, or (vi) any other event or condition shall
occur or exist; and in each case in clauses (i) through (vi) of this
Section 10.01(k), such event or condition, together with all other
such events or conditions, if any, could subject TDC or any Subsidiary
to any tax, penalty or other liabilities in the aggregate material in
relation to the business, operations, property or financial or other
condition of TDC and the Subsidiaries, taken as a whole, and in each
such case the event or condition is not remedied to the satisfaction
of the Required Lenders within ninety (90) days after the earlier of
(i) receipt of notice of such event or condition by the Authorized
Representative from the Agent or (ii) TDC becomes aware of such event
or condition; or

(l) if TDC or any Subsidiary shall breach any of the
terms or conditions of any agreement under which any Rate Hedging
Obligation permitted pursuant to Section 9.15 is created and such
breach shall continue beyond any grace period, if any, relating
thereto pursuant to the terms of such Obligation; or TDC or any
Subsidiary shall disaffirm or seek to disaffirm any such agreement or
any of its obligations thereunder; or

(m) if a Termination Event (as defined in the Transfer
and Administration Agreement) shall occur under the Transfer and
Administration Agreement which Termination Event is not cured or
waived;

(n) if there shall occur any Change of Control of TDC or
any Significant Subsidiary; or

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(o) if there shall occur any event of default under the
TDC TROL, which is not cured within any grace period;

then, and in any such event and at any time thereafter, if such Event of
Default or any other Event of Default shall then be continuing,

(A) either or both of the following actions may
be taken: (i) the Agent, with the consent of the Required
Lenders, may, and at the direction of the Required Lenders
shall, declare any obligation of the Lenders to make further
Loans or issue Letters of Credit or Acceptances terminated,
whereupon the obligation of each Lender to make further Loans
or issue Letters of Credit or Acceptances, hereunder shall
terminate immediately, and (ii) the Agent shall at the
direction of the Required Lenders, at their option, declare by
notice to the Borrowers any or all of the Obligations to be
immediately due and payable, and the same, including all
interest accrued thereon and all other obligations of the
Borrowers to the Lenders, shall forthwith become immediately
due and payable without presentment, demand, protest, notice
or other formality of any kind, all of which are hereby
expressly waived, anything contained herein or in any
instrument evidencing the Obligations to the contrary
notwithstanding; provided, however, that notwithstanding the
above, if there shall occur an Event of Default under clause
(g) or (h) above, then the obligations of the Lenders to
extend credit hereunder shall automatically terminate and any
and all of the Obligations shall be immediately due and
payable without the necessity of any action by the Agent or
the Required Lenders or notice by the Agent or the Lenders;
and

(B) Borrowers shall, upon demand of Agent deposit
cash with the Agent in an amount equal to the amount of any
Letters of Credit and Acceptances remaining undrawn or unpaid,
as collateral security for the repayment of any future
drawings or payments under such Letters of Credit and
Acceptances, and Borrowers shall forthwith deposit and pay
such amounts and such amounts shall be held by Agent pursuant
to the terms of the LC/Acceptance Account Agreement;

10.02 Agent to Act. In case any one or more Events of Default shall
occur and be continuing, the Agent and the Canadian Agent may, and at the
direction of the Required Lenders shall, proceed to protect and enforce their
rights or remedies either by suit in equity or by action at law, or both,
whether for the specific performance of any covenant, agreement or other
provision contained herein or in any other Loan Document, or to enforce the
payment of the Obligations or any other legal or equitable right or remedy.

10.03 Cumulative Rights. No right or remedy herein conferred upon
the Lenders, Agent or Canadian Agent is intended to be exclusive of any other
rights or remedies contained herein or in any other Loan Document, and every
such right or remedy shall be cumulative and shall be in addition to every
other such right or remedy contained herein and therein or now or hereafter

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existing at law or in equity or by statute, or otherwise.

10.04 No Waiver. No course of dealing between the Borrowers and any
Lender or the Agents or any failure or delay on the part of any Lender or Agent
in exercising any rights or remedies hereunder shall operate as a waiver of any
rights or remedies hereunder and no single or partial exercise of any rights or
remedies hereunder shall operate as a waiver or preclude the exercise of any
other rights or remedies hereunder or of the same right or remedy on a future
occasion.

10.05 Default. The Agent and the Lenders shall have no right to
accelerate any of the Loans upon the occurrence of any Default which shall not
also constitute an Event of Default; provided, however, nothing contained in
this sentence shall in any respect impair or adversely affect the right, power
and authority of the Agent and the Lenders (i) to take any action expressly
required or permitted to be taken under the Loan Documents upon the occurrence
of any Default (and including any action or proceeding which the Agent may
determine to be necessary or appropriate in furtherance of any such expressly
authorized action) and (ii) to take any action provided under the Loan
Documents or otherwise available by statute, at law or in equity upon the
occurrence of any Default.

10.06 Allocation of Proceeds. If an Event of Default has occurred
and is continuing, and the maturity of the Obligations has been accelerated
pursuant to Article X hereof, all payments received by the Agent or the
Canadian Agent, or both, hereunder in respect of any principal of or interest
on the Obligations or any other amounts payable by the Borrowers hereunder
shall be applied by the Agent or Canadian Agent in the following order:

(i) amounts due to the Agents, the Lenders, NationsBank
and CIBC pursuant to Sections 2.10, 2.22, 3.09, 3.17, 8.15, 12.06 and 12.13
hereof;

(ii) amounts due to (A) NationsBank pursuant to Section
2.23, (B) CIBC pursuant to Section 3.10, and (C) the Agents pursuant to Section
11.08 hereof;

(iii) payments of interest on Loans and Reimbursement
Obligations, to be applied for the ratable benefit of the Lenders, without
distinction or preference as between Canadian Loans and Domestic Loans and
Reimbursement Obligations;

(iv) payments of principal on Loans and Reimbursement
Obligations, to be applied for the ratable benefit of the Lenders, without
distinction or preference as between Canadian Loans and Domestic Loans and
Reimbursement Obligations;

(v) payment of cash amounts to the Agent for deposit to
the account created pursuant to the LC/Acceptance Account Agreement pursuant to
Section 10.01(B) hereof;

(vi) payment of Obligations owed Lenders pursuant to Swap
Agreements on a pro rata basis according to amounts owed; and

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(vii) payments of all other amounts due under this
Agreement and the other Loan Documents, if any, to be applied in accordance
with each Lender's or Agent's pro rata share of all such amounts.

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ARTICLE XI

The Agents

11.01 Appointment, Powers, and Immunities. Each Lender (including
NationsBank in its capacity as maker of Swing Line Loans and NationsBank and
CIBC in their respective capacities as issuers of the Letters of Credit and
Acceptances) hereby irrevocably appoints and authorizes NationsBank to act as
the Agent of the Lenders and CIBC to act as Canadian Agent for the Canadian
Facilities Lenders under this Agreement and the other Loan Documents with such
powers and discretion as are specifically delegated to the Agent and Canadian
Agent by the terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental thereto. Each of the
Agents (which term as used in this sentence and in Section 11.05 and the first
sentence of Section 11.06 hereof shall include its affiliates and its own and
its affiliates' officers, directors, employees, and agents): (a) shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not
be responsible to the Lenders for any recital, statement, representation, or
warranty (whether written or oral) made in or in connection with any Loan
Document or any certificate or other document referred to or provided for in,
or received by any of them under, any Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability, or sufficiency of any
Loan Document, or any other document referred to or provided for therein or for
any failure by any Loan Party or any other Person to perform any of its
obligations thereunder; (c) shall not be responsible for or have any duty to
ascertain, inquire into, or verify the performance or observance of any
covenants or agreements by any Loan Party or the satisfaction of any condition
or to inspect the property (including the books and records) of any Loan Party
or any of its Subsidiaries or affiliates; (d) shall not be required to initiate
or conduct any litigation or collection proceedings under any Loan Document;
and (e) shall not be responsible for any action taken or omitted to be taken by
it under or in connection with any Loan Document, except for its own gross
negligence or willful misconduct. Each of the Agents may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.

11.02. Reliance by Agents. Each of the Agents shall be entitled to
rely upon any certification, notice, instrument, writing, or other
communication (including, without limitation, any thereof by telephone or
telecopy) believed by it to be genuine and correct and to have been signed,
sent or made by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel for any Loan Party),
independent accountants, and other experts selected by such Agent. The Agents
may deem and treat the payee of any Note as the holder thereof for all purposes
hereof unless and until the Agent receives and accepts an Assignment and
Acceptance executed in accordance with Section 12.01 hereof. As to any matters
not expressly provided for by this Agreement, neither of the Agents shall be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and
such instructions shall be binding on all of the Lenders; provided, however,
that neither of the Agents shall be required to take any action that exposes
such Agent

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to personal liability or that is contrary to any Loan Document or applicable
law or unless it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking any such action.

11.03. Defaults. The Agents shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the Agent has
received written notice from a Lender or a Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of Default". In the
event that the Agent receives such a notice of the occurrence of a Default or
Event of Default, the Agent shall give prompt notice thereof to the Lenders.
The Agents shall (subject to Section 11.02 hereof) take such action with
respect to such Default or Event of Default as shall reasonably be directed by
the Required Lenders, provided that, unless and until the Agents shall have
received such directions, the Agents may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default
or Event of Default as they shall deem advisable in the best interest of the
Lenders.

11.04. Rights as Lender. With respect to its commitment and the
Loans made by it, each of NationsBank (and any successor acting as Agent) and
CIBC (and any successor acting as Canadian Agent) in its capacity as a Lender
hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Agent or Canadian
Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include each of the Agents in its individual capacity. Each of
NationsBank (and any successor acting as Agent) and CIBC (and any successor
acting as Canadian Agent) and their respective affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to, make
investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with any Loan Party or any of its
Subsidiaries or affiliates as if it were not acting as Agent or Canadian Agent,
and each of NationsBank (and any successor acting as Agent) and CIBC (and any
successor acting as Canadian Agent) and their respective affiliates may accept
fees and other consideration from any Loan Party or any of its Subsidiaries or
affiliates for services in connection with this Agreement or otherwise without
having to account for the same to the Lenders.

11.05. Indemnification. The Lenders agree to indemnify the Agents
(to the extent not reimbursed under Section 12.13 hereof, but without limiting
the obligations of the Borrowers under such Section) on a pro rata basis in
accordance with their respective commitment to lend under this Agreement as it
relates to the sum of the Total Canadian Credit Commitment and the Total
Domestic Revolving Credit Commitment, for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including attorneys' fees), or disbursements of any kind and nature whatsoever
that may be imposed on, incurred by or asserted against any of the Agents
(including by any Lender) in any way relating to or arising out of any Loan
Document or the transactions contemplated thereby or any action taken or
omitted by any of the Agents under any Loan Document; provided that no Lender
shall be liable for any of the foregoing to the extent they arise from the
gross negligence or willful misconduct of the Person to be indemnified.
Without limitation of the foregoing, each Lender agrees to reimburse the Agents
promptly upon demand for its ratable share of any costs or expenses payable by
the Borrowers under Section 12.06, to the extent that the Agents are not
promptly reimbursed for

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such costs and expenses by the Borrowers. The agreements contained in this
Section shall survive payment in full of the Loans and all other amounts
payable under this Agreement.

11.06. Non-Reliance on Agents and Other Lenders. Each Lender agrees
that it has, independently and without reliance on either of the Agents or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Loan Parties and their
Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon either of the Agents or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under the Loan Documents. Except for notices,
reports, and other documents and information expressly required to be furnished
to the Lenders by the Agents hereunder, the Agents shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition, or business of any Loan Party or
any of its Subsidiaries or affiliates that may come into the possession of
either of the Agents or any of its affiliates.

11.07. Resignation of an Agent. Either of the Agents may resign at
any time by giving notice thereof to the Lenders and the Borrowers. Upon any
such resignation, the Required Lenders shall have the right to appoint a
successor Agent or Canadian Agent, as the case may be, for the Lenders (and so
long as no Default or Event of Default exists, a successor acceptable to the
Borrower), which, in the case of the Agent, shall be a commercial bank
organized or licensed under the laws of the United States or any state thereof,
and, in the case of the Canadian Agent, shall be a bank organized under the
laws of Canada or a province thereof, in each case having a combined surplus
and capital of not less than $500,000,000. If no successor Agent or Canadian
Agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Agent's or
retiring Canadian Agent's giving of notice of resignation, then the retiring
Agent or Canadian Agent may, on behalf of the Lenders, appoint a successor
Agent or Canadian Agent which shall be a commercial bank organized under the
laws of the United States or any state thereof or Canada or a province thereof,
as the case may be. Upon the acceptance of any appointment as Agent or
Canadian Agent hereunder by a successor, such successor shall thereupon succeed
to and become vested with all the rights, powers, discretion, privileges, and
duties of the retiring Agent or Canadian Agent, and the retiring Agent or
Canadian Agent shall be discharged from its duties and obligations hereunder.
After any retiring Agent's or retiring Canadian Agent's resignation hereunder
as Agent or Canadian Agent, the provisions of this Article XI shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Agent or Canadian Agent.

11.08 Fees. The Borrowers agree to pay to each of the Agents, for
its individual account, an annual Agent's fee pursuant to the terms of fee
letters dated as of July 22, 1997 among the Borrowers and the Agents. Such
fees shall be paid in quarterly installments in advance on the last day of each
October, January, April and July, the first such installment to be paid on the
Closing Date.

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11.09 Power of Attorney. Each Lender hereby irrevocably appoints
the Agent as its attorney in fact to execute and file such documents (including
the granting of one or more powers of attorney to agents in foreign
jurisdictions), and take such other actions, on behalf of such Lender as the
Agent may deem appropriate in order to create, maintain, perfect or ensure the
enforceability or priority of Liens on any Collateral, wheresoever located,
securing any of the Obligations. This power-of-attorney is coupled with an
interest.

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ARTICLE XII

Miscellaneous

12.01 Assignments and Participations. (a) Each Lender may
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Loans, its Notes, its Domestic Revolving Credit Commitment, its
Canadian Revolving Credit Commitment and its Participations); provided,
however, that

(i) each such assignment shall be to an Eligible
Assignee;

(ii) except in the case of an assignment to another Lender
or an assignment of all of a Lender's rights and obligations in the Canadian
Facilities or the Multicurrency Facilities, respectively, under this Agreement,
any such partial assignment shall include a minimum assignment of at least
$5,000,000 of such Lender's Canadian Revolving Credit Commitment (if any) and
$10,000,000 of such Lender's Domestic Revolving Credit Commitment;

(iii) each such assignment by a Lender shall be of a
constant, and not varying, percentage of all of its rights and obligations
(including Loans and Participations) under this Agreement with respect to the
Canadian Facilities or the Multicurrency Facilities, as applicable, and its
Notes; provided that an assignment by NationsBank shall not include any portion
of the Swing Line;

(iv) the parties to such assignment shall execute and
deliver to the Agent for its acceptance an Assignment and Acceptance in the
form of Exhibit B hereto, together with any Note subject to such assignment and
a processing fee of $3,500;

(v) each Canadian Facilities Lender must also be a
Multicurrency Facilities Lender after giving effect to any assignment
hereunder; and

(vi) such assignee shall have an office located in the
United States.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder
and the assigning Lender shall, to the extent of such assignment, relinquish
its rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the
Agent and the Borrower shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the assignee. If the
assignee is not incorporated under the laws of the United States of America or
a state thereof, it shall deliver to the Borrowers and the Agent certification
as to exemption from deduction or withholding of Taxes in accordance with
Section 4.06.

(b) The Agent shall maintain at its address referred to in Section
12.02 a copy of each

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Assignment and Acceptance delivered to and accepted by it and a register for
the recordation of the names and addresses of the Lenders and the Domestic
Revolving Credit Commitment or Canadian Revolving Credit Commitment of, and
principal amount of the Loans owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Borrowers, the Agents and the
Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by any Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

(c) Upon its receipt of an Assignment and Acceptance executed by
the parties thereto, together with any Note subject to such assignment and
payment of the processing fee, the Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit B
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
parties thereto.

(d) Each Lender may sell participations to one or more Persons in
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Domestic Revolving Credit Commitment, its Canadian
Revolving Credit Commitment, its Loans and Participations); provided, however,
that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the participant
shall be entitled to the benefit of the yield protection provisions contained
in Article IV and the right of set-off contained in Section 12.04, (iv) the
Borrowers shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement, and
(v) such Lender shall retain the sole right to enforce the obligations of the
Borrowers relating to its Loans, its Notes and its Participations and to
approve any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable or the amount
of fees payable on such Loans or Notes or the Reimbursement Obligations,
extending any scheduled principal payment date or date fixed for the payment of
interest on such Loans or Notes or the Reimbursement Obligations, releasing any
Guarantor or all or substantially all of the Collateral, or extending such
Lender's Domestic Revolving Credit Commitment or Canadian Revolving Credit
Commitment, except as permitted by Section 2.14 or Section 3.12).

(e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any portion of
its Loans, its Notes and its interest under the Loan Documents to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank. No such assignment shall release
the assigning Lender from its obligations hereunder.

(f) Any Lender may furnish any information concerning any Borrower
or any of its Subsidiaries in the possession of such Lender from time to time
to assignees and participants (including prospective assignees and
participants) evaluating the assignment or participation and subject to the
confidentiality agreement required by TDC of all Lenders.

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12.02 Notices. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective on the day on which delivered to
such party (against receipt therefor) at the address set forth below or such
other address as such party shall specify to the other parties in writing (or,
in the case of telephonic notice or notice by telecopy, telegram or telex
(where the receipt of such message is verified by return) expressly provided
for hereunder, when received at such telephone, telecopy or telex number as may
from time to time be specified in written or verbal notice to the other parties
hereto or otherwise received), or if sent prepaid by certified or registered
mail return receipt requested on the third Business Day after the day on which
mailed, addressed to such party at said address:

(a) if to any Borrower:

Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 33760
Attention: Chief Financial Officer
Telefacsimile: 813-538-5860
Telephone: 813-538-7825

(b) if to the Authorized Representative:

at the address set forth for
receipt of notices in the
notice of appointment thereof.

NationsBank, National Association
901 Main Street, 67th Floor
Dallas, Texas 75202
Attention: Timothy M. O'Connor
Telefacsimile: 214-508-0980
Telephone: 214-508-9419

with a copy to:

NationsBank, National Association
Independence Center
Charlotte, North Carolina 28255
Attention: Agency Services
Telefacsimile: 704-386-9923
Telephone: 800-788-7125

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(d) if to NationsBank in its capacity as issuer of the
Domestic Letters of Credit or Domestic Acceptances:

NationsBank, National Association
901 Main Street, 9th Floor
Dallas, Texas 75202
Attention: Alan Hanna,
Letter of Credit Department
Telefacsimile: 214-508-1814
Telephone: 214-508-3606

(e) if to the Canadian Agent:

Canadian Imperial Bank of Commerce
Head Office
Commerce Court West, 7th Floor
Toronto Ontario M5L 1A2
Attention: Manager Agent Administration
Telefacsimile: 416-980-5151
Telephone: 416-980-4077

(f) If to CIBC in its capacity as issuer of the Canadian
Letters of Credit or Canadian Acceptances:

Canadian Imperial Bank of Commerce
Corporate Client Support Center
Commerce Court West, 50th Floor
Toronto, Ontario M5L 1A2
Attention: Associate
Telefacsimile: 416-980-5855
Telephone: 416-214-8417

(g) if to the Lenders:

At the addresses set forth on the signature pages
hereof and on the signature page of each Assignment
and Acceptance

(h) if to any other Subsidiary signatory to a Guaranty,
at the address of such Subsidiary provided in such
Guaranty.

12.03 No Waiver. No failure or delay on the part of the Agent or
any Lender in the exercise of any right, power or privilege hereunder shall
operate as a waiver of any such right, power or privilege nor shall any such
failure or delay preclude any other or further exercise thereof. The rights
and remedies herein provided are cumulative and not exclusive of any rights

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or remedies provided by law.

12.04 Right of Set-off; Adjustments.

(a) Upon the occurrence and during the continuance of any Event of
Default, each Lender (and each of its affiliates) is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender (or any of its affiliates) to or for the credit or the account of any
Borrower (other than for safekeeping or collateral accounts for other Persons)
against any and all of the Obligations of such Borrower now or hereafter
existing under this Agreement, any other Loan Document and the Notes held by
such Lender, irrespective of whether such Lender shall have made any demand
under this Agreement, any other Loan Document or such Notes and although such
Obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower and the Agent after any such set-off and application made by such
Lender; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
under this Section 12.04(a) are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Lender may
have.

(b) If any Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of the Loans (excluding Competitive Bid
Loans) or Reimbursement Obligations owing to it, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of
such other Lender's Loans (excluding Competitive Bid Loans) or Reimbursement
Obligations owing to it, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loans owing to it, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. Each Borrower agrees that
any Lender so purchasing a participation from a Lender pursuant to this Section
12.04(b) may, to the fullest extent permitted by law, exercise all of its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Person were the direct creditor of such
Borrower in the amount of such participation.

12.05 Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the issuance of the Letters of Credit and Acceptances and the execution and
delivery to the Lenders of this Agreement and the Notes and shall continue in
full force and effect so long as any of Obligations remain outstanding or any
Lender has any commitment hereunder. Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and permitted assigns of such party and all covenants, provisions
and agreements by or on behalf of the Borrowers which are contained in this
Agreement and the Notes shall inure to the benefit of the

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successors and permitted assigns of the Lenders or any of them. No Borrower
shall assign any of its rights or obligations hereunder without the consent of
all Lenders.

12.06 Expenses. Each Borrower jointly and severally agrees to pay
on demand all reasonable and customary out-of-pocket costs and expenses of the
Agents in connection with the syndication, preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the other Loan
Documents, and the other documents to be delivered hereunder, including,
without limitation, the reasonable and customary fees and expenses of counsel
for the Agents with respect thereto and with respect to advising the Agents as
to their rights and responsibilities under the Loan Documents. Each Borrower
further agrees jointly and severally to pay on demand all reasonable and
customary costs and expenses of the Agents and the Lenders, if any (including,
without limitation, reasonable attorneys' fees and expenses), in connection
with the enforcement or preservation of rights under this Agreement (whether
through negotiations, legal proceedings, or otherwise), any other Loan
Documents and any other documents to be delivered hereunder.

12.07 Amendments and Waivers. Any provision of this Agreement or
any other Loan Document may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrowers and the
Required Lenders (and, if Article XI or the rights or duties of the Agent or
the Canadian Agent are affected thereby, by the Agent or Canadian Agent, as
applicable); provided that no such amendment or waiver shall, unless signed by
all the Lenders, (i) increase the Domestic Revolving Credit Commitments or
Canadian Revolving Credit Commitments of any Lenders; (ii) increase the
Canadian Letter of Credit Facility or the Domestic Letter of Credit Facility or
the maximum amount of Competitive Bid Loans; (iii) reduce the principal of or
rate of interest on any Loan or Reimbursement Obligation or any fees or other
amounts payable hereunder; (iv) postpone any date fixed for the payment of any
scheduled installment of principal of or interest on any Loan or Reimbursement
Obligation or any fees or other amounts payable hereunder or for termination of
any Domestic Revolving Credit Commitment or Canadian Revolving Credit
Commitment; (v) change the percentage of the Domestic Revolving Credit
Commitments or Canadian Revolving Credit Commitments or of the unpaid principal
amount of the Notes, or the number of Lenders, which shall be required for the
Lenders or any of them to take any action under this Section or any other
provision of this Agreement; or (vi) release any Guarantor or all or
substantially all of the Collateral; provided, further, that no such amendment
or waiver that affects the rights or duties of NationsBank or CIBC as maker of
Swing Line Loans, issuer of Letters of Credit or issuer of Acceptances, as
applicable, shall be effective unless signed by NationsBank or CIBC, as
applicable.

Notwithstanding any provision of the other Loan Documents to the contrary, as
between the Agent and the Lenders, execution by the Agent shall not be deemed
conclusive evidence that the Agent has obtained the written consent of the
Required Lenders. No notice to or demand on any Borrower in any case shall
entitle such Borrower to any other or further notice or demand in similar or
other circumstances, except as otherwise expressly provided herein. No delay
or omission on any Lender's or either Agent's part in exercising any right,
remedy or option shall operate as a waiver of such or any other right, remedy
or option or of any Default or Event of Default.

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12.08 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

12.09 WAIVERS BY BORROWERS. IN ANY LITIGATION IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE LOANS,
ANY OF THE NOTES, ANY OF THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS, OR ANY
INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY,
PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER
CLAIM OR DISPUTE HOWSOEVER ARISING BETWEEN THE BORROWER AND THE LENDERS OR THE
AGENT, (I) EACH BORROWER HEREBY WAIVES THE RIGHT TO INTERPOSE ANY SETOFF,
RECOUPMENT, COUNTERCLAIM OR CROSS-CLAIM IN CONNECTION WITH ANY SUCH LITIGATION,
IRRESPECTIVE OF THE NATURE OF SUCH SETOFF, RECOUPMENT, COUNTER-CLAIM OR
CROSS-CLAIM UNLESS SUCH SETOFF, RECOUPMENT, COUNTER-CLAIM OR CROSS-CLAIM COULD
NOT, BY REASON OF ANY APPLICABLE FEDERAL, STATE OR PROVINCE PROCEDURAL LAWS, BE
INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION AND (II) THE BORROWER AND
EACH LENDER AND THE AGENTS HEREBY, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, WAIVE TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

12.10 Termination. The termination of this Agreement shall not
affect any rights of the Borrowers, the Lenders or the Agents or any obligation
of any Borrower, the Lenders or either of the Agents, arising prior to the
effective date of such termination, and the provisions hereof shall continue to
be fully operative until all transactions entered into or rights created or
obligations incurred prior to such termination have been fully disposed of,
concluded or liquidated and the Obligations arising prior to or after such
termination have been irrevocably paid in full. The rights granted to the
Agents for the benefit of the Lenders hereunder and under the other Loan
Documents shall continue in full force and effect, notwithstanding the
termination of this Agreement, until all of the Obligations have been paid in
full after the termination hereof or the Borrowers have furnished the Lenders
and the Agent with an indemnification satisfactory to the Agents and each
Lender with respect thereto. All representations, warranties, covenants,
waivers and agreements contained herein shall survive termination hereof until
payment in full of the Obligations unless otherwise provided herein.
Notwithstanding the foregoing, if after receipt of any payment of all or any
part of the Obligations, any Lender is for any reason compelled to surrender
such payment to any Person because such payment is determined to be void or
voidable as a preference, impermissible setoff, a diversion of trust funds or
for any other reason, this Agreement shall continue in full force and the
Borrowers shall be liable to, and shall indemnify and hold such Lender harmless
for, the amount of such payment surrendered until such Lender shall have been
finally and irrevocably paid in full. The provisions of the foregoing sentence
shall be and remain effective notwithstanding any contrary action which may
have been taken by the Lenders in reliance upon such payment, and any such
contrary action so taken shall be without prejudice to the Lenders' rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevocable.

12.11 Governing Law.

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(A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER
THAN THOSE LOAN DOCUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE
GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
STATE. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT ANY ACTION,
SUIT OR PROCEEDING IS BROUGHT AGAINST TD CANADA WITHIN CANADA, THEN
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

(B) EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES
AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN
MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE
COUNTIES OF PINELLAS OR HILLSBOROUGH, STATE OF FLORIDA, UNITED STATES
OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION
OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION
OR PROCEEDING, AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS GENERALLY
AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH
SUIT, ACTION OR PROCEEDING.

(C) EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE
MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR
OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY
REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE
BORROWER PROVIDED IN SECTION 12.02, ATTENTION GENERAL COUNSEL OR BY
ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN
EFFECT IN THE STATE OF FLORIDA.

(D) NOTHING CONTAINED IN SUBSECTION (A) OR (B) HEREOF
SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE
COURTS OF ANY JURISDICTION WHERE ANY BORROWER OR ANY BORROWER'S
PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED
BY THE

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APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND
EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING,
OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY
ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE
UNDER APPLICABLE LAW.

12.12 Representation and Warranty of the Lenders. Each Lender
hereby represents that no part of any funds used by such Lender to fund any
Loan or other extension of credit to the Borrowers made by it constitutes or
will constitute assets allocated to any "separate account" maintained by such
Lender. As used herein, the term "separate account" shall have the meaning
assigned to such term in Section 3 of ERISA.

12.13 Indemnification. Each Borrower jointly and severally agrees
to indemnify and hold harmless each of the Agents and each Lender and NCMI and
their respective officers, directors, employees, agents, and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities, costs, and expenses (including, without limitation, reasonable
attorneys' fees) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith):

(a) the Loan Documents;

(b) any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Loans; or any
transaction supported by any Letter of Credit or Acceptance;

(c) any investigation, litigation or proceeding related
to any environmental cleanup, audit, compliance or other matter
relating to the protection of the environment or the release by TDC or
any of its Subsidiaries of any Hazardous Material; or

(d) the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or release from,
any real property owned or operated by TDC or any Subsidiary thereof
of any Hazardous Material (including any losses, liabilities, damages,
costs, expenses or claims asserted or arising under any Environmental
Law), regardless of whether caused by, or within the control of, TDC
or such Subsidiary,

except to the extent such claim, damage, loss, liability, cost, or expense is
found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from such Indemnified Party's gross negligence or willful
misconduct. In the case of an investigation, litigation or other proceeding to
which the indemnity in this Section 12.13 applies, such indemnity shall be

127

<PAGE> 135

effective whether or not such investigation, litigation or proceeding is
brought by any Borrower, its directors, shareholders or creditors or an
Indemnified Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. Each Borrower agrees not to assert any claim against any of the
Agents, any Lender, any of their affiliates, or any of their respective
directors, officers, employees, attorneys, agents, and advisers, on any theory
of liability, for special, indirect, consequential, or punitive damages arising
out of or otherwise relating to the Loan Documents, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the Loans.

Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of each Borrower contained
in this Section 12.13 shall survive the payment in full of the Loans and all
other amounts payable under this Agreement.

12.14 Judgment Currency. Each Borrower, the Agent and each Lender
hereby agree that if, in the event that a judgment is given in relation to any
sum due to either Agent or any Lender hereunder, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), such Borrower agrees to
indemnify such Agent or such Lender, as the case may be, to the extent that the
amount of the Original Currency which could have been purchased by the Agent in
accordance with normal banking procedures on the Business Day following receipt
of such sum is less than the sum which could have been so purchased by the
Agent had such purchase been made on the day on which such judgment was given
or, if such day is not a Business Day, on the Business Day immediately
preceding the giving of such judgment, and if the amount so purchased exceeds
the amount which could have been so purchased had such purchase been made on
the day on which such judgment was given or, if such day is not a Business Day,
on the Business Day immediately preceding such judgment, the Agent or the
applicable Lender agrees to remit such excess to the Borrowers. The agreements
in this Section shall survive payment of all other Obligations.

12.15 Economic and Monetary Union in the European Community.

(a) The parties confirm that, except as provided in subsection (b)
below of this Section 12.15, the occurrence or non-occurrence of an event
associated with economic and monetary union in the European Community will not
have the effect of altering any term of, or discharging or excusing performance
under, this Agreement, any other Loan Document, any Loan or any transaction
contemplated by any of the foregoing, nor give a party the right unilaterally
to alter or terminate this Agreement, any other Loan Document, any Loan or any
transaction contemplated by any of the foregoing or give rise to an Event of
Default or otherwise be the basis for the effective designation of a Revolving
Credit Termination Date.

"An event associated with economic and monetary union in the European
Community" includes, without limitation, each (and any combination) of the
following:

(i) the introduction of, changeover to or operation of a
single or unified

128

<PAGE> 136

European currency (whether known as the euro or otherwise);

(ii) the fixing of conversion rates between a member
state's currency and the new currency or between the currencies of
member states;

(iii) the substitution of that new currency for the ECU as
the unit of account of the European Community;

(iv) the introduction of that new currency as lawful
currency in a member state;

(v) the withdrawal from legal tender of any currency
that, before the introduction of the new currency, was lawful currency
in one of the member states; or

(vi) the disappearance or replacement of a relevant price
source for the ECU or the national currency of any member state, or
the failure of the agreed sponsor (or a successor sponsor) to publish
or display a relevant rate, index, price, page or screen.

(b) Any agreement between the parties that amends or overrides the
provisions of this Section in respect of any Loan or any other transaction
contemplated by this Agreement or any of the Loan Documents will be effective
if it is in writing and expressly refers to this Section or to European
monetary union or to an event associated with economic and monetary union in
the European Community and would otherwise be effective in accordance with
Section 12.07.

(c) Each Borrower agrees that, notwithstanding anything to the
contrary contained in any agreement relating to "an event associated with
economic and monetary union in the European Community", upon the occurrence of
any such event, the Lenders shall have the right to convert any or all
Alternative Currency Loans into Loans denominated in Dollars determined as of
such date as may be selected by the Agent in its sole discretion.

12.16 Agreement Controls. In the event that any term of any of the
Loan Documents other than this Agreement conflicts with any term of this
Agreement, the terms and provisions of this Agreement shall control.

12.17 Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more
parties hereto, then such provision shall remain in effect with respect to all
parties, if any, as to whom such provision is neither illegal nor invalid, and
in any event all other provisions hereof shall remain effective and binding on
the parties hereto.

129
<PAGE> 137

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.

WITNESS: TECH DATA CORPORATION

/s/ R. Malloy McKeithen
- --------------------------------

/s/ Terry L. Witcher By: /s/ Jeffery P. Howells
- -------------------------------- --------------------------
Name: Jeffery P. Howells
Title: Executive Vice
President of Finance and
Chief Financial Officer

WITNESS: TECH DATA FRANCE, S.N.C.

/s/ R. Malloy McKeithen By: TECH DATA FRANCE, INC.,
- -------------------------------- Managing Director

/s/ Terry L. Witcher
- --------------------------------
By: /s/ Jeffery P. Howells
-----------------------
Name: Jeffery P. Howells
Title: Executive Vice
President of Finance
and Chief Financial
Officer

WITNESS: TECH DATA CANADA INC.

/s/ R. Malloy McKeithen
- --------------------------------

/s/ Terry L. Witcher By: /s/ Jeffery P. Howells
- -------------------------------- --------------------------
Name: Jeffery P. Howells
Title: Secretary and Chief
Financial Officer

130

<PAGE> 138

NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders

By: /s/ Timothy M. O'Connor
--------------------------------
Name: Timothy M. O'Connor
Title: Vice President

NATIONSBANK, NATIONAL ASSOCIATION

By: /s/ Timothy M. O'Connor
--------------------------------
Name: Timothy M. O'Connor
Title: Vice President

Lending Office: NationsBank Plaza
901 Main Street, 67th Floor
Dallas, Texas 75202

Wire Transfer Instructions:

NationsBank, National Association
Dallas, Texas
ABA# 111000025
Reference Tech Data Corporation
Attention: Corporate Credit Support
Account No.: 136621-2163

131

<PAGE> 139

CIBC INC., as Domestic Facililties
Lender

By: /s/ William C. Humphries
--------------------------------
Name: William C. Humphries
Title: as Agent, CIBC Wood Gundy
Securities Corp.

Domestic Lending Office:
Two Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, Georgia 30339

Domestic Wire Transfer Instructions:
Morgan Guaranty Trust Company
of New York
60 Wall Street
New York, New York 10260
ABA #021-000-238
For Account of: CIBC Atlanta
A/C #630-00-480
Reference: Tech Data

CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian Agent

By: /s/ M. Warren Lobo
--------------------------------
Name: M. Warren Lobo
Title: Associate

CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian Facilities Lender

By: /s/ Mauro Spagnolo
--------------------------------
Name: Mauro Spagnolo
Title: Director

Lending Office:
Corporate Client Support Center
Commerce Court West, 50th Floor
Toronto, Ontario M5L 1A2

Wire Transfer Instruction:
Corporate Client Support Centre
Canadian Imperial Bank of Commerce
Transit #00002
Swiftcode-CIBCCATT
CCSC Suspense

132

<PAGE> 140
Account Number: Cdn$ 09-55515
US$ 05-42016
Attention Jennie Harris

133

<PAGE> 141

BARNETT BANK, N.A., Co-Agent

By: /s/ Michael S. Crowe
-------------------------------
Name: Michael S. Crowe
Title: Senior Vice President

Lending Office:
200 Central Avenue
Suite 1800
St. Petersburg, Florida 33701

Wire Transfer Instructions:
Barnett Bank, N.A.
Jacksonville, Florida 32256
ABA #063000047
Account #01396-10231
Attention: Commercial Loan Operations
Reference: Tech Data Corporation

134

<PAGE> 142

BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH

By: /s/ Pamela T. Gillons /s/ Sylvia K. Cheng
---------------------------------------
Name: Pamela T. Gillons Sylvia K. Cheng
Title: Asst. Treasurer Vice President

Lending Office:
335 Madison Avenue, 19th Floor
New York, New York York 10017-4679

Wire Transfer Instructions:
Bayerische Vereinsbank AG
New York, New York
ABA #026008 808 Bay Vereins Bk
Attention: Loan Servicing
Reference: Tech Data Corporation

135

<PAGE> 143

CREDIT LYONNAIS ATLANTA AGENCY

By: /s/ David M. Cawrse
---------------------------------
Name: David M. Cawrse
Title: First Vice President & Manager

Lending Office:
303 Peachtree Street, N.E.
Suite 4400
Atlanta, Georgia 30308

Wire Transfer Instructions:
Credit Lyonnais New York
New York, New York 10019
ABA #0260-0807-3
Account #01.24173.0001.00
For further credit to: Credit Lyonnais
Atlanta Agency

Attention: Loan Servicing
Reference: Tech Data Corporation

136

<PAGE> 144

DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH

By: /s/ Ralf Hoffmann
-------------------------------
Name: Ralf Hoffmann
Title: Vice President

By: /s/ John Augsburger
-------------------------------
Name: John Augsburger
Title: Vice President

Lending Office:
31 West 52nd Street, 24th Floor
New York, New York 10019

Wire Transfer Instructions:
Deutsche Bank AG New York Branch
New York, New York
ABA #026-003-780
Attention: Nancy Zorn
Reference: Tech Data Corporation

137

<PAGE> 145

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/ Curtis A. Price
-----------------------------------
Name: Curtis A. Price
Title: First Vice President,
as authorized agent

Lending Office:
One First National Plaza
Suite 0324, 10th Floor
Chicago, Illinois 60670

Wire Transfer Instructions:
The First National Bank of Chicago
Chicago, Illinois
ABA #071000013
Account #7521-7653
Attention: Bill Laird
Reference: Tech Data Corporation

138

<PAGE> 146

ROYAL BANK OF CANADA

By: /s/ M. A. Cole
--------------------------------
Name: M. A. Cole
Title: Manager

Lending Office:
New York Branch
Financial Square
32 Old Slip
New York, New York 10005-3531

Address for Notices:
Royal Bank of Canada, New York Branch
Financial Square, 23rd Floor
32 Old Slip
New York, New York 10005-3531

For matters related to Domestic Letters
of Credit:
Attention: Assistant Manager,
Standby Lcs
Telefacsimile: (212) 428-2301
Telephone: (212) 428-6275

For matters related to Competitive Bid
Loans:
Attention: Irene Wanamaker
Telefacsimile: (212) 428-2310
Telephone: (212) 428-6308

For all other matters:
Attention: Manager, Credit
Administration
Telefacsimile: (212) 428-2372
Telephone: (212) 428-6204

In each case with a copy to:
Royal Bank of Canada
600 Wilshire Boulevard, Suite 800
Los Angeles, California 90017
Attention: M.A. Cole
Telefacsimile: (213) 955-5350
Telephone: (213) 955-5328

Wire Transfer Instructions:
The Chase Manhattan Bank, NY
New York, New York
ABA #021000021
Account #920-1-033363
For further credit to:
Account #218-599-9
Attention: Linda Smith

139

<PAGE> 147

Reference: Tech Data

140

<PAGE> 148

THE BANK OF NOVA SCOTIA

By: /s/ P. Hawes
--------------------------------
Name: P. Hawes
Title: Compt.

Lending Office:
600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30308

Wire Transfer Instructions:
The Bank of Nova Scotia, New York
Agency
New York, New York
ABA #02600 2532
Account #0606634
Attention: Atlanta Agency
Reference: Tech Data Corporation

141

<PAGE> 149

FIRST UNION NATIONAL BANK

By: /s/ Michael J. Carlin
--------------------------------
Name: Michael J. Carlin
Title: Senior Vice President

Lending Office:
225 Water Street, 11th Floor
Jacksonville, Florida 32202

Wire Transfer Instructions:
First Union National Bank
Jacksonville, Florida
ABA #063000021
Account #145916-2008
Attention: Cindy Petrie
Reference: Tech Data Corporation

142

<PAGE> 150

BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY

By: /s/ John L. Stacy
---------------------------------
Name: John L. Stacy
Title: Vice President

Lending Office:
333 Clay
Suite 3400
Houston, Texas 77002

Wire Transfer Instructions:
BNP New York
New York, New York
ABA #026007689
Account #141011-001-69
Attention: Loan Operations
Reference: Tech Data Corporation

143

<PAGE> 151

SUNTRUST BANK, TAMPA BAY

By: /s/ Janet P. Sammons
------------------------------
Name: Janet P. Sammons
Title: Vice President

Lending Office:
300 1st Avenue South
St. Petersburg, Florida 33701

Wire Transfer Instructions:
SunTrust Bank, Tampa Bay
St. Petersburg, Florida
ABA #063 106 569
Account #MTS 9656624110
Attention: Peggy Corbet
Reference: Tech Data Corporation

144

<PAGE> 152

NATEXIS BANQUE
(previously BFCE, New York Branch)

By: /s/ Pieter J. van Tulder /s/ John Rigo
------------------------------------------
Name: Pieter J. van Tulder John Rigo
Title: Vice President and Assistant
Manager Vice President
Multinational Group

Lending Office:
645 Fifth Avenue
New York, New York 10022

Wire Transfer Instructions:
Chase Manhattan Bank
New York, New York
ABA #0210-0002-1
Account #544-7-75330
For credit to: Banque Francaise du
Commerce Exterieur

Attention: Loan Department
Reference: Tech Data Corporation

145

<PAGE> 153

THE DAI-ICHI KANGYO BANK, LIMITED
ATLANTA AGENCY

By: /s/ Tatsuji Noguchi
----------------------------------
Name: Tatsuji Noguchi
Title: Joint General Manager

Lending Office:
Marquis Two Tower, Suite 2400
285 Peachtree Center Avenue, N.E.
Atlanta, Georgia 30303

Wire Transfer Instructions:
The Dai-Ichi Kangyo Bank, Ltd.
New York, New York
ABA #0260 0430 7
For credit to: DKB-Atlanta Agency
Account #H79-740-111250
Reference: Tech Data Corporation

146

<PAGE> 154

DRESDNER BANK AG
NEW YORK AND GRAND CAYMAN BRANCHES

By: /s/ William E. Lambert /s/ Brian Haughney
--------------------------------------------
Name: William E. Lambert Brian Haughney
Title: Assistant Vice President Assistant
Treasurer

Lending Office:
75 Wall Street
New York, New York 10005-2889

Wire Transfer Instructions:

___________________________________

____________, ____________

ABA #____________
Account #____________
Attention:____________________________
Reference: Tech Data Corporation

147

<PAGE> 155

MELLON BANK, N.A.

By: /s/ Clifford A. Smith
---------------------------------
Name: Clifford A. Smith
Title: Assistant Vice President

Lending Office:
One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258

Wire Transfer Instructions:
Mellon Bank, N.A.
Pittsburgh, Pennsylvania
ABA #043000261
Account #990873800
Attention: Jodi Stewart
Reference: Tech Data Corporation

148

<PAGE> 156

PNC BANK, KENTUCKY, INC.

By: /s/ Ralph M. Bowman
----------------------------------
Name: Ralph M. Bowman
Title: Vice President

Lending Office:
500 W. Jefferson Street
Louisville, Kentucky 40202

Wire Transfer Instructions:
PNC Bank, Kentucky, Inc.
Louisville, Kentucky
ABA #083000108
Account #3000991434
Attention: Commercial Loan Operations
Reference: Tech Data Corporation

149

<PAGE> 157

THE SAKURA BANK, LIMITED
ATLANTA AGENCY

By: /s/ Hiroyasu Imanishi
-------------------------------
Name: Hiroyasu Imanishi
Title: V.P. & Senior Manager

Lending Office:
245 Peachtree Center Avenue, N.E.
Suite 2703
Atlanta, Georgia 30303

Wire Transfer Instructions:
Morgan Guaranty Trust Co. of New York
New York, New York
ABA #021 000 238
Account Name: The Sakura Bank, Ltd.,
New York
Account #631-22-624
In favor of: MTKB, Atlanta,
A/C 8000100-1

150

<PAGE> 158

SOUTHTRUST BANK, NATIONAL ASSOCIATION

By: /s/ Dianne M. Flannery
----------------------------------
Name: Dianne M. Flannery
Title: Vice President

Lending Office:
420 N. 20th Street
Birmingham, Alabama 35203

Wire Transfer Instructions:
SouthTrust Bank, National Association
St. Petersburg, Florida
ABA #062-0000-80
Account $131009
Attention: Joanne Gundling
(813) 898-2607
Reference: Tech Data Corporation

151

<PAGE> 159

THE SUMITOMO BANK, LIMITED

By: /s/ Jeffrey N. Frost
-----------------------------------
Name: Jeffrey N. Frost
Title: Vice President & Manager
Regional Credit (East)

By: /s/ Brian M. Smith
-----------------------------------
Name: Brian M. Smith
Title: Senior Vice President &
Regional Manager (East)

Lending Office:
100 S. Ashley Drive
Suite 1780
Tampa, Florida 33602

Wire Transfer Instructions:
Sumitomo Bk Chgl
Chicago, Illinois
ABA #017001850
Account # Tech Data
Attention: Loans Administration

152

<PAGE> 160

EXHIBIT A

Lenders' Commitments and
Applicable Commitment Percentages

<TABLE>
<CAPTION>
Applicable Applicable Total Revolving Applicable
Commitment Canadian Commitment Credit Commitment Commitment
Domestic Revolving Percentage Revolving Credit Percentage (Domestic Percentage
Lender Credit Commitment (Domestic) Commitment (Canadian) and Canadian) (Combined)
----- ----------------- ----------- ----------------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
NationsBank, $45,000,000 8.49056604% 0 0% $ 45,000,000 8.18181818%
National
Association

Barnett Bank, N.A. $40,000,000 7.54716981% 0 0% $ 40,000,000 7.27272727%

Bayerische $40,000,000 7.54716981% 0 0% $ 40,000,000 7.27272727%
Vereinsbank AG New
York Branch

Credit Lyonnais $40,000,000 7.54716981% 0 0% $ 40,000,000 7.27272727%
Atlanta Agency

Deutsche Bank $40,000,000 7.54716981% 0 0% $ 40,000,000 7.27272727%

The First National $40,000,000 7.54716981% 0 0% $ 40,000,000 7.27272727%
Bank of Chicago

Royal Bank of $40,000,000 7.54716981% 0 0% $ 40,000,000 7.27272727%
Canada

The Bank of Nova $30,000,000 5.66037736% $10,000,000 50% $ 40,000,000 7.27272727%
Scotia

CIBC Inc. $30,000,000 5.66037736% $10,000,000 50% $ 40,000,000 7.27272727%

First Union $25,000,000 4.71698113% 0 0% $ 25,000,000 4.54545455%
National Bank

Banque Nationale $20,000,000 3.77358491% 0 0% $ 20,000,000 3.63636364%

</TABLE>

<PAGE> 161

<TABLE>

<S> <C> <C> <C> <C> <C> <C>
de Paris, Houston
Agency

SunTrust Bank, $20,000,000 3.77358491% 0 0% $ 20,000,000 3.63636364%
Tampa Bay

Natexis Banque $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%
(previously BFCE,
New York Branch)

The Dai-Ichi Kangyo $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%
Bank, Atlanta
Agency

Dresdner Bank AG $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%
New York and Grand
Cayman Branches

Mellon Bank, N.A. $15,000,000 2.830188.68% 0 0% $ 15,000,000 2.72727273%

PNC Bank, Kentucky, $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%
Inc.

The Sakura Bank, $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%
Limited, Atlanta
Agency

SouthTrust Bank, N.A. $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%

The Sumitomo Bank, $15,000,000 2.83018868% 0 0% $ 15,000,000 2.72727273%
Limited

TOTALS $530,000,000 100% $20,000,000 100% $550,000,000 100%

</TABLE>

<PAGE> 1

EXHIBIT 23(B)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated March 18, 1997, relating
to the consolidated financial statements of Tech Data Corporation and its
subsidiaries, which appears in such Prospectus. We also consent to the
incorporation by reference in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated March 18, 1997, appearing
on page 14 of Tech Data Corporation's Annual Report on Form 10-K for the year
ended January 31, 1997, and our report relating to the Financial Statement
Schedule included under Item 14 of such Form 10-K. We also consent to the
references to us under the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Tampa, Florida
October 1, 1997