ACKNOWLEDGMENT, WAIVER AND AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING
ACKNOWLEDGMENT, WAIVER AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
AGREEMENT FOR WHOLESALE FINANCING (this "Amendment") is made as of January 30,
2000 by and among IBM CREDIT CORPORATION, a Delaware corporation, MTS HOLDING
COMPANY, a Delaware corporation ("MTSI"), MICROAGE COMPUTER CENTERS, INC., a
Delaware corporation ("MCCI"), MICROAGE TECHNOLOGY SERVICES, L.L.C., a Delaware
limited liability company ("MTS") and PINACOR, INC., a Delaware corporation
("Pinacor", and together with, MCCI, MTS and MTSI, the "Customers" and
individually a "Customer") and MICROAGE, INC., a Delaware corporation (the
"Parent", and together with MTSI, MCCI, MTS and Pinacor, the "Loan Parties").
Notwithstanding the foregoing, and unless otherwise indicated, any obligation of
a "Customer" or "Customers" herein shall be the joint and several obligation of
MTS, MTSI, MCCI and Pinacor.
RECITALS
A. Customers, Parent and IBM Credit have entered into that certain Amended
and Restated Agreement for Wholesale Financing dated as of October 29,1999 (as
amended by this Amendment and as further amended, supplemented or otherwise
modified from time to time, the "Agreement"). All capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Agreement.
B. As described in Schedule I attached to this Amendment, the Loan Parties
have proposed to create two new bankruptcy-remote Subsidiaries (the "New
Mortgage Subsidiaries") to facilitate a $13,000,000 mortgage financing on the
property at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Property"). The proposed
lender of such mortgage financing has requested that the New Subsidiaries be
excluded from the operation of Section 7.15 of the Agreement (Subsidiaries).
C. As described in Schedule II attached to this Amendment, the Loan Parties
have proposed to sell the assets of Latin America Division of Pinacor and
Pinacor's Subsidiaries that distribute technology product in Latin America
(Collectively, "PLA"). The proposed structure of the sale of PLA includes an
Investment in the buyer of such assets in the form of intercompany notes and an
agreement to arrange to have issued a $4,000,000 letter of credit for the
account of such buyer for a period of six months.
D. The Loan Parties have proposed to form a new Subsidiary of MTS (the
"BtoB Subsidiary") to which MTS would contribute its business to business
Internet assets and business. The Loan Parties have requested that up to 20% of
the capital stock of the BtoB Subsidiary be made available as stock options or
other equity incentives for officers, directors and employees of the BtoB
Subsidiary.
E. The Loan Parties have requested that (i) the financial covenants
contained in Section 10.2 of the Agreement be amended as set forth below, (ii)
certain other covenants contained in the Agreement be amended as set forth
below, and (iii) IBM Credit waive certain terms and provisions of the Agreement
as set forth below.
F. IBM Credit is willing to waive such terms and provisions, on the terms
and conditions stated below, and is willing to grant the request of the Loan
Parties and the Loan Parties and IBM Credit have agreed to amend the Agreement
as hereinafter set forth.
Page 1 of 12
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Loan Parties and IBM Credit hereby agree as follows:
SECTION 1. MODIFICATION OF AGREEMENT. The Amendment is effective as of January
30, 2000 and, subject to the satisfaction of the conditions precedent set forth
in Section 3, the Agreement is hereby amended as follows:
A. Attachment A to the Amended and Restated Agreement for Wholesale
Financing is hereby amended by deleting such Attachment A in its entirety and
substituting, in lieu thereof, the Attachment A attached hereto. Such new
Attachment A shall be effective as of the date specified in the new Attachment
A. The changes contained in the new Attachment A include, without limitation,
the following:
(a) Section I. (A) is amended by decreasing the Credit Line from Two
Hundred Fifty Million Dollars ($250,000,000) to Two Hundred Twenty Million
Dollars ($220,000,000);
(b) Section I. (B) (ii) is amended by decreasing the percentage of
collateral value IBM Credit willl give for an Irrevocable Letter of Credit,
issued by an Issuing Bank under the Credit Agreement to IBM Credit ("ILOC") from
(i) 150% to 133% for the period beginning February 8, 2000 and ending April 7,
2000 May 14, 2000, (ii) 125% to 110% for the period beginning April 8May 15,
2000 and ending on the Termination Date of the amount available to be drawn
under such ILOC.
(c) Section I. (B) is further amended by adding the following paragraph at
the end of this Section:
"Notwithstanding any other provision of the Agreement, the Borrowing Base
as defined in Section I(B) of this Attachment A shall not exceed the sum of (i)
the value of the Authorized Brand Borrowing Base and (ii) the available amount
of the ILOC and (iii) Thirty Million Dollars ($30,000,000)."
(d) Section I.(D) is amended by increasing the Extended Period Finance
Charge from LIBOR plus 300 basis points to LIBOR plus 375 basis points.
(e) Section I.(E) is amended by increasing the Delinquency Fee Rate from
LIBOR plus 550 basis points to LIBOR plus 650 basis points.
B. Section 1.1 of the Agreement is hereby amended by deleting item (8) of
the definition of "Permitted Indebtedness" in its entirety, and substituting, in
lieu thereof, the following:
"(8) Indebtedness secured by a mortgage on the real property located at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ in an aggregate principal amount not to
exceed $15,000,000, together with indemnification and guaranty of rent
obligations customary for such mortgage financings; and"
C. Section 1.1 of the Agreement is hereby amended by inserting immediately
following (8) of the definition "Permitted Indebtedness", the following:
"(9) other Indebtedness consented to by IBM Credit in writing prior to
incurring such Indebtedness."
D. Section 1.1. of the Agreement is hereby amended by adding the following
definition of "BtoB Subsidiary" in the proper alphabetical order:
"BtoB Subsidiary" means the Subsidiary of MTS capitalized with business to
business Internet assets and business to business of MTS."
Page 2 of 12
E. Section 8.6(D) is hereby amended in full to read as follows:
"(D) the Parent and the Customers and the BtoB Subsidiary may issue stock
options to the directors, officers and employees of such Loan Party:"
F. Section 7.1(A) of the Agreement is hereby amended by inserting,
immediately following the phrase "As soon as available and", the following
language:
"(x) in any event within 45 days after the end of each Fiscal Year,
preliminary Consolidated and Consolidating statements of income and cash flows
of the Parent and its Subsidiaries for such Fiscal Year, in reasonable detail
and duly certified (subject to year-end audit adjustments) by the chief
financial officer of the Parent as having been prepared in accordance with GAAP,
together with (i) a certificate of said officer stating no Default has occurred
and is continuing or, if a Default had occurred and is continuing, a statement
as to the nature thereof and the action that the Parent has taken and proposes
to take with respect thereto and (ii) a schedule in form satisfactory to IBM
Credit of the computations used by the Parent in determining compliance with the
covenants contained in Section 10.2, PROVIDED that in the event of any change in
GAAP used in the preparation of such Financial Statements, the Parent shall also
provide, if necessary for the determination of compliance with Section 10.2, a
statement of reconciliation conforming such Financial Statements to GAAP and
(y)"
G. Section 7.1(C) of the Agreement is hereby amended by inserting,
immediately following the phrase "within 30 days after the end of each month",
the parenthetical phrase "(other than any month that is the last month of a
Fiscal Year or of the first three fiscal quarters of a Fiscal Year for which
Financial Statements are delivered pursuant to Section 7.1(A) or (B), as the
case may be)".
H. Section 7.1(J) of the Agreement is hereby amended by deleting this
Section in its entirety and substituting, in lieu thereof, the following:
"on each Business Day, or as otherwiase agreed in writing, a Collateral
Management Report, as of the end of the previous Business Day;"
I. Section 10.1 of the Agreement is hereby amended by (i) deleting the
definition of "Fixed Charged Coverage Ratio" in its entirety, and (ii) adding
the following definition in the appropriate alphabetical order:
"'Interest Coverage Ratio' means, at any date of determination, the ratio
of (a) Consolidated EBITDA to (b) interest payable on, and amortization of debt
discount in respect of, all Debt for Borrowed Money (including expenses incurred
under the Receivables Sales Agreements and flooring subsidiaries, in each case,
of or by the Parent Guarantor and its Subsidiaries during the applicable period
most recently ended for which financial statements are required to the delivered
to IBM Credit pursuant to Section 7.1(A) or (B), as the case may be."
and (iii) by amending clause (a) of the definition of "Debt/EBITDA Ratio" in
full to read as follows:
"(a) the average of the sum of (i) Consolidated total Debt for Borrowed
Money plus (ii) the Available Amount of Letters of Credit, in each case of the
Parent Guarantor and its Subsidiaries as at the end of each week ended within
the most recently ended fiscal quarter of the Parent Guarantor for which
financial statements are required to be delivered to IBM Credit pursuant to
Section 7.1 (A) or (B), as the case may be".
J. Section 10.2(a) of the Agreement is hereby amended by deleting the table
set forth therein in its entirety and substituting therefor the following table:
Page 3 of 12
PERIOD RATIO
------ -----
Four Fiscal Quarters ended April 30, 2000 17.00:1.00
Four Fiscal Quarters ended July 31, 2000 17.00:1.00
Four Fiscal Quarters ended October 31, 2000 8.00:1.00
Four Fiscal Quarters ended January 31, 2001 6.00:1.00
Four Fiscal Quarters ended April 30, 2001 5.00:1.00
Four Fiscal Quarters ended July 31, 2001 4.00:1.00
Four Fiscal Quarters ended October 31, 2001 3.50:1.00
Four Fiscal Quarters ended January 31, 2002 3.50:1.00
Four Fiscal Quarters ended April 30, 2002 3.50:1.00
Four Fiscal Quarters ended July 31, 2002 3.50:1.00
K. Section 10.2(b) of the Agreement is hereby amended in full to read as
follows:
(b) INTEREST COVERAGE RATIO. Maintain at all times an Interest Coverage
Ratio of not less than the ratio set forth for each period set forth below.
PERIOD RATIO
------ -----
For the Month ended February 29, 2000 0.20:1.00
For the Month ended March 31, 2000 0.30:1.00
Fiscal Quarter ended April 30, 2000 0.30:1.00
Two Fiscal Quarters ended July 31, 2000 0.60:1.00
Three Fiscal Quarters ended October 31, 2000 1.00:1.00
Four Fiscal Quarters ended January 31, 2001 1.10:1.00
Four Fiscal Quarters ended April 30, 2001 1.30:1.00
Four Fiscal Quarters ended July 31, 2001 1.50:1.00
Four Fiscal Quarters ended October 31, 2001 1.75:1.00
Four Fiscal Quarters ended January 31, 2002 2.00:1.00
Four Fiscal Quarters ended April 30, 2002 2.00:1.00
Four Fiscal Quarters ended July 31, 2002 2.00:1.00
L. Section 10.2(c) of the Agreement is hereby amended by deleting the table
set forth therein in its entirety and substituting therefor the following table:
PERIOD $ AMOUNT
------ --------
Two Fiscal Quarters ended April 30, 2000 5,000,000
Three Fiscal Quarters ended July 31, 2000 18,000,000
Four Fiscal Quarters ended October 31, 2000 41,000,000
Four Fiscal Quarters ended January 31, 2001 65,000,000
Four Fiscal Quarters ended April 30, 2001 80,000,000
Four Fiscal Quarters ended July 31, 2001 85,000,000
Four Fiscal Quarters ended October 31, 2001 90,000,000
Four Fiscal Quarters ended January 31, 2002 90,000,000
Four Fiscal Quarters ended April 30, 2002 90,000,000
Four Fiscal Quarters ended July 31, 2002 95,000,000
Page 4 of 12
M. The Agreement is hereby modified by deleting Attachment F in its
entirety and substituting, in lieu thereof, the Attachment F attached hereto.
SECTION 2. ADDITIONAL WAIVERS TO THE AGREEMENT. Effective January 30, 2000 and
subject to the satisfaction of the conditions precedent set forth in Section 3,
IBM Credit hereby agrees to waive compliance with the representations
requirements of (a) (i) Section 8.7(E) of the Agreement to but only to permit
the Loan Parties to contribute the Property to the New Mortgage Subsidiaries and
(ii) Section 7.15 of the Agreement to the extent required to exclude the New
Mortgage Subsidiaries from the operation of Section 7.15 of the Agreement, (b)
(i) Section 8.2 of the Agreement to but only to permit the Loan Parties to sell
the assets of PLA, (ii) Section 8.7 of the Agreement to but only to permit the
Loan Parties to acquire an equity interest in the buyer of the assets of PLA and
(iii) Section 8.12 of the Agreement to but only to provide a letter of credit in
an amount not to exceed $4,000,000 to the buyer of the assets for a period not
to exceed six months, (c) Section 8.7 of the Agreement to but only to permit the
contribution of the assets and business of the business Internet operations of
MTS to the BtoB Subsidiary and further investment in an aggregate amount
outstanding not to exceed $15,000,000 at any time and (d) Section 8.8 to but
only to permit the creation of the BtoB Subsidiary.
SECTION 3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as
of January 30, 2000, and only when, on or before February 11, 2000 IBM Credit
shall have received (a) counterparts of this Amendment duly executed by the Loan
Parties, (b) the consent attached hereto duly executed by each Subsidiary, (c)
evidence that the provisions of the Credit Agreement have been waived or amended
in a manner consistent with Sections 1 and 2 of this Amendment, and (d) an
amendment and waiver fee in immediately available funds equal to Seven Hundred
Seventy Thousand Dollars ($770,000), (e) the Acknowledgement attached hereto,
duly executed by Citibank N.A., as Administrative Agent and (f) amendment to the
Irrevocable Letter of Credit NO. NY-20511-30026459, to provide for adjustments
in the Available Amount (as defined therein) consistent with Attachment F to the
Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES. The Loan Parties
represent and warrant as follows:
(a) Each Loan Party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and is duly
qualified and authorized to do business and is in good standing in each
jurisdiction it presently is engaged in business and is required to be so
qualified.
(b) The execution, delivery and performance by the Loan Parties of this
Amendment and the Agreement and Other Documents, as amended hereby, to which it
is or is to be a party, and the consummation of the transactions contemplated
hereby, are within each Loan Party's powers, have been duly authorized by all
necessary corporate or other action and do not (i) contravene any Loan Party's
charter, by-laws or other organizational documents, (ii) violate any law, rule
or regulation (including, without limitation, Regulation X of the Board of
Governors of the Federal Reserve System), or any order, writ, judgment,
injunction, decree, determination or award, binding on or affecting any Loan
Party, any of its Subsidiaries or any of their properties, (iii) conflict with
or result in the breach of, or constitute a default under, any contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
properties or (iv) except for the Liens contemplated under the Agreement, as
amended hereby, result in or require the creation or imposition of any Lien upon
or with respect to any of the properties of any Loan Party or any of its
Subsidiaries.
(c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third
party is required for the due execution, delivery or performance by any Loan
Party of this Amendment or the Agreement or any of the Other Documents, as
amended hereby, to which it is or is to be a party.
(d) This Amendment has been duly executed and delivered by each Loan Party.
This Amendment and each of the Agreement and Other Documents, as amended hereby,
to which any Loan Party, is a party are legal, valid and binding obligations of
such Loan Party, enforceable against such Loan Party in accordance with their
respective terms.
Page 5 of 12
(e) There is no action, suit, investigation, litigation or proceeding
affecting any Loan Party or any of its Subsidiaries (including, without
limitation, any Environmental Liability) pending or threatened before any court,
Governmental Authority or arbitrator that (i) would be reasonably likely to have
a Material Adverse Effect (other than the Disclosed Litigation set forth in
Attachment B) or (ii) purports to affect the legality, validity or
enforceability of this Amendment or any Other Documents, as amended hereby, or
the consummation of any of the transactions contemplated hereby.
SECTION 5. REFERENCE TO AND EFFECT ON THE AGREEMENT. (a) On and after the
effectiveness of this Amendment, each reference in the Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Agreement, and each reference in the Other Documents to "the Agreement",
thereunder", "thereof" or words of like import referring to the Agreement shall
mean and be a reference to the Agreement, as amended by this Amendment.
(b) The Agreement, and each of the Other Documents, as specifically amended
by this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. Without limiting the generality
of the foregoing, the Agreement and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations of the Loan Parties
under the Agreement and Other Documents, in each case as amended by this
Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as an amendment or waiver of, or an
indication of IBM Credit's willingness to amend or waive, any right, power or
remedy of IBM Credit under the Agreement or the Other Documents, nor constitute
an amendment or waiver of any provision of the Agreement or the Other Documents
or the same Sections of the Agreement amended hereby for any other date or time
period other than specified herein (whether or not such other provisions or
compliance with such Sections for another date or time period are effected by
the circumstances addressed in this Amendment).
SECTION 6. COSTS AND EXPENSES. The Loan Parties agree to pay on demand all costs
and expenses of IBM Credit in connection with the preparation, execution,
delivery and administrations, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for IBM Credit).
SECTION 7. EXECUTION IN 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 but one and the same agreement.
Delivery of any executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 8. GOVERNING LAW. This Amendment and the rights and obligations of the
parties under this Amendment shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York without regard to the
principles of the conflicts of laws thereof.
Page 6 of 12
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly undersigned, as of the date first
above written.
IBM CREDIT CORPORATION MTS HOLDING COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Mgr, Commercial Financing Title: Treasurer
Solutions Americas
PINACOR, INC. MICROAGE COMPUTER CENTERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer Title: Treasurer
MICROAGE, INC. MICROAGE TECHNOLOGY SERVICES, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: MTS HOLDING COMPANY, MANAGER
---------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer ------------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
Page 7 of 12
CONSENT
Dated as of February 17, 2000
The undersigned, each a Guarantor under the Amended and Restated
Collateralized Guaranty dated as of October 29, 1999 (collectively the
"undersigned") in favor of IBM Credit, hereby consents to the attached Amendment
and hereby confirms and agrees that (a) notwithstanding the effectiveness of
such Amendment, the Amended and Restated Collateralized Guaranty and each Other
Document to which the undersigned is a party is and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, and
(b) the Amended and Restated Collateralized Guaranty to which each of the
undersigned is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of the Obligations (in each case, as defined
therein).
MCCI HOLDING COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chairman
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MICROAGE TELESERVICES, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chairman
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QUALITY INTEGRATION SERVICES, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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MAXSOURCE, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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Page 8 of 12
MICROAGE L&D L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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MICROAGE OF CALIFORNIA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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MCSS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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CLERIS, INC. (F/K/A ECADVANTAGE, INC.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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PINACOR LOGISTICS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chairman
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COMPLETE DISTRIBUTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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Page 9 of 12
CONTRACT PC, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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CONNECTWORKS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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PHOENIX CONNECTIONS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Print Name: ▇▇▇▇▇ ▇▇▇▇
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Title: President
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MICROAGE ADMINISTRATION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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MICROAGE TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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MICROAGE VENTURES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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Page 10 of 12
MICROAGE PAYMASTER, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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INTRACOM MARKETING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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PCCLEARANCE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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MICROAGE INFOSYSTEMS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman
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PRITECH SOLUTIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chairman
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MICROAGE GOVERNMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chairman
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Page 11 of 12
ACKNOWLEDGMENT
The undersigned, Citibank, N.A., as Administrative Agent on behalf of the
Lenders under the Credit Agreement (as defined in the Agreement defined below)
acknowledges receipt of a copy of the foregoing amendment to the Amended and
Restated Agreement for Wholesale Financing, dated as of October 29, 1999 (as
amended, supplemented or otherwise modified from to time, the "Agreement")
between IBM Credit Corporation, MTS Holding Company, MicroAge Computer Centers,
Inc., MicroAge Technology Services, L.L.C., Pinacor, Inc. and MicroAge, Inc.,
and consents to the terms thereof.
Executed this 17th day of February 2000.
CITIBANK, N.A., as Administrative Agent
By: /s/ Citibank Signatory
--------------------------------
Title:
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Page 12 of 12