AMENDMENT NO. 1 AND WAIVER TO THE
CREDIT AGREEMENT
Dated as of January 30, 2000
AMENDMENT NO. 1 AND WAIVER TO THE CREDIT AGREEMENT (this "AMENDMENT")
among MicroAge Technology Services, L.L.C., a Delaware limited liability
company, and Pinacor, Inc., a Delaware corporation (the "BORROWERS"), MicroAge,
Inc., a Delaware corporation (the "PARENT GUARANTOR"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "LENDERS"), IBM Credit Corporation, as
documentation agent, The CIT Group/Business Credit, as syndication agent, and
Citibank, N.A., as collateral agent and administrative agent (the "AGENT") for
the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Parent Guarantor, the Lenders and the Agent
have entered into a Credit Agreement dated as of October 28, 1999 (the "CREDIT
AGREEMENT"). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.
(2) The Borrowers have requested that the Credit Agreement be amended
to permit the amendment of Attachment E to the Amended and Restated Agreement
for Wholesale Financing dated October 29, 1999 (the "IBMCC AGREEMENT") between
IBM Credit Corporation, MicroAge Computer Centers, Inc., MTS Holding Company and
the Borrowers from time to time to amend the list of authorized suppliers with
the consent of only the Agent. The Borrowers have further requested that the
Required Lenders consent to the amendment of the IBMCC Agreement as set forth on
Schedule I attached to this Amendment.
(3) As described in Schedule II attached to this Amendment, the
Borrowers have proposed to create two new bankruptcy-remote Subsidiaries (the
"NEW MORTGAGE SUBSIDIARIES") to facilitate a $13,000,000 mortgage financing on
the property located at 0000 Xxxx Xxxxxxxx, Xxxxx, Xxxxxxx (the "PROPERTY"). The
proposed lender of such mortgage financing has requested that the New
Subsidiaries be excluded from the operation of Section 5.01(j) of the Credit
Agreement (Covenant to Guarantee Obligations and Give Security).
(4) As described in Schedule III attached to this Amendment, the
Borrowers have proposed to sell the assets of the Latin American Division of
Pinacor and Pinacor's Subsidiaries that distribute technology products 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 provide a $4,000,000 letter of credit for such buyer
for a period of six months.
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(5) The Borrowers 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 Borrowers 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 and employees of the BtoB Subsidiary.
(6) The Borrowers have requested that the financial covenants
contained in Section 5.04 the Credit Agreement be amended as set forth below.
(7) The Borrowers have requested that the Required Lenders authorize
the Agent to amend the Intercreditor Agreement dated as of October 29, 1999 (the
"IBM INTERCREDITOR AGREEMENT") between IBM Credit Corporation and the Agent to
permit IBM Credit Corporation to have a first priority Lien on all Receivables
owed to the Borrowers from time to time by International Business Machines
Corporation and IBM Credit Corporation as security for the Borrowers'
obligations under the IBMCC Agreement.
(8) The Required Lenders are, on the terms and conditions stated
below, willing to grant the request of the Borrowers and the Borrowers and the
Required Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.
SECTION 1. PHASE I AMENDMENTS TO CREDIT AGREEMENT. The Credit
Agreement is, effective as of January 30, 2000 and subject to the satisfaction
of the conditions precedent set forth in Section 6(a), hereby amended as
follows:
(a) Section 1.01 is amended as follows:
(i) deleting the definition of "Fixed Charge Coverage Ratio" in
its entirety;
(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 subsidies), 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 be
delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as
the case may be.
(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
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each week ended within the most recently ended fiscal quarter of the
Parent Guarantor for which financial statements are required to be
delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as
the case may be,
(iv) by amending the definition of "Applicable Letter of Credit
Fee" by (1) deleting the phrase "4.25:1.0 or greater" below the phrase
"LEVEL VI" in the chart and substituting therefor the phrase "4.25:1.0
or greater, but less than 6.00:1.0", and (2) inserting at the bottom
of the chart the following new "LEVEL VII":
LEVEL VII
---------
6.00:1.0 or greater 3.125%
and (3) by deleting in clause (B) of the PROVISO the phrase
"Level VI" and substituting therefor the phrase "Level VII";
and (v) by amending the definition of "Applicable Margin" by (1)
deleting the phrase "4.25:1.0 or greater" below the phrase "LEVEL VI"
in the chart and substituting therefor the phrase "4.25:1.0 or
greater, but less than 6.00:1.0", and (2) inserting at the bottom of
the chart the following new "LEVEL VII":
LEVEL VII
---------
6.00:1.0 or greater 2.50% 3.50%
and (3) by deleting in clause (B) of the PROVISO the phrase
"Level VI" and substituting therefor the phrase "Level VII".
(b) Section 2.06(b)(ii) is hereby amended by inserting immediately
after the phrase "the Letter of Credit Advances and the Swing Line
Advances" the phrase "and deposit an amount in the L/C Cash Collateral
Account".
(c) Section 5.02(b)(iii)(E) is amended in full to read as follows:
(E) Debt secured by a mortgage on the real property located at
0000 Xxxx Xxxxxxxx, Xxxxx, Xxxxxxx in an aggregate principal amount
not to exceed $15,000,000, together with indemnification and guaranty
of rent obligations customary for such mortgage financings,
(d) Section 5.02(g)(iv) is amended in full to read as follows:
(iv) the Parent Guarantor and the Borrowers may issue stock
options to the directors and employees of such Loan Party and the
Subsidiary of MTS capitalized with the business to business Internet
assets and business of MTS (the "BTOB SUBSIDIARY") may issue stock
options to the officers and employees of the BtoB Subsidiary in an
aggregate amount not to exceed 20% of the capital stock of the BtoB
Subsidiary.
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(e) Section 5.02(k) is amended by (i) adding after the date "October
28, 1999" the parenthetical "(the "IBMCC AGREEMENT")" and (ii) adding to
the end thereof the following proviso:
PROVIDED, that any amendment to Attachment E (Authorized Suppliers) of
the IBMCC Agreement may be made with the consent of the Administrative
Agent.
(f) Section 5.03(b) is amended by inserting immediately after 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 Guarantor 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 Guarantor as having been prepared in accordance with GAAP,
together with (i) a certificate of said officer stating that no
Default has occurred and is continuing or, if a Default has occurred
and is continuing, a statement as to the nature thereof and the action
that the Parent Guarantor has taken and proposes to take with respect
thereto and (ii) a schedule in form satisfactory to the Administrative
Agent of the computations used by the Parent Guarantor in determining
compliance with the covenants contained in Section 5.04, PROVIDED that
in the event of any change in GAAP used in the preparation of such
financial statements, the Parent Guarantor shall also provide, if
necessary for the determination of compliance with Section 5.04, a
statement of reconciliation conforming such financial statements to
GAAP and (y)
(g) Section 5.03(d) is amended by inserting immediately after 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 5.03(b) or (c), as the case
may be)".
(h) Section 5.03(n) is amended by deleting the figure "30" and
substituting therefor the figure "60".
(i) Section 5.03(o) is amended by deleting the figure "30" and
substituting therefor the figure "60".
(j) Section 5.04(a) is amended by deleting the table set forth therein
and substituting therefor the following:
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Period Ratio
------ -----
Four Fiscal Quarters ended April 30, 2000 17.00:1.00
Four Fiscal Quarters ended July 31, 2000 22.00:1.00
Four Fiscal Quarters ended October 31, 2000 9.50:1.00
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 5.04(b) is 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 below for each period
set forth below:
Period Ratio
------ -----
Fiscal Quarter ended April 30, 2000 0.25:1.00
Two Fiscal Quarters ended July 31, 2000 0.55:1.00
Three Fiscal Quarters ended October 31, 2000 0.90:1.00
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 5.04(c) is amended by deleting the table set forth therein
and substituting therefor the following:
Period Amount
------ ------
Fiscal Quarter ended April 30, 2000 $ 2,500,000
Two Fiscal Quarters ended July 31, 2000 $12,000,000
Three Fiscal Quarters ended October 31, 2000 $26,000,000
Four Fiscal Quarters ended January 31, 2001 $51,000,000
Four Fiscal Quarters ended April 30, 2001 $72,000,000
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 $90,000,000
5
SECTION 2. PHASE I WAIVERS TO THE CREDIT AGREEMENT. Effective as of
January 30, 2000 and subject to the satisfaction of the conditions precedent set
forth in Section 6(a), the Required Lenders hereby agree to waive (a) Section
5.02(k) of the Credit Agreement to permit the Borrowers to enter into an
amendment to the IBMCC Agreement to reflect the terms set forth on Schedule I to
this Amendment, (b) Section 5.02(f) of the Credit Agreement to permit the
Borrowers to contribute the Property to the New Mortgage Subsidiaries, Section
5.01(j) of the Credit Agreement to exclude the New Mortgage Subsidiaries from
the operation of Section 5.01(j) of the Credit Agreement and Section 5.02(q) to
permit the creation of the New Mortgage Subsidiaries, and (c) Section 5.02(f) of
the Credit Agreement to permit the contribution of the assets and business of
the business to business Internet operations of MTS to the BtoB Subsidiary and
further Investments in an aggregate amount outstanding not to exceed $15,000,000
at any time and Section 5.02(q) to permit the creation of the BtoB Subsidiary
(it being understood that the provisions of Section 5.01(j) shall be applicable
to the BtoB Subsidiary).
SECTION 3. CONSENT TO AMENDMENT OF IBM INTERCREDITOR AGREEMENT.
Effective as of January 30, 2000 and subject to the satisfaction of the
conditions precedent set forth in Section 6(a), the Required Lenders hereby (a)
consent and authorize the Agent to enter into an amendment to the IBM
Intercreditor Agreement to permit IBM Credit Corporation to have a first
priority Lien on the Receivables owed to the Borrowers by International Business
Machines as security for the Borrowers' obligations under the IBMCC Agreement
and (b) consent to the amendment of the IBMCC Agreement to reflect the terms set
forth on Schedule I to this Amendment.
SECTION 4. PHASE II AMENDMENTS TO THE CREDIT AGREEMENT. The Credit
Agreement is, effective as of January 30, 2000 and subject to the satisfaction
of the conditions precedent set forth in Section 6(b), hereby amended by
inserting at the end of Section 9.01(a)(i)(C) the following parenthetical
phrase: "(other than to release any Subsidiary Guarantor, the stock or assets of
which have been sold in accordance with Section 5.02(e))".
SECTION 5. PHASE II WAIVERS TO THE CREDIT AGREEMENT. Effective as of
January 30, 2000 and subject to the satisfaction of the conditions precedent set
forth in Section 6(b), the Lenders hereby agree to waive Section 5.02(e) of the
Credit Agreement to permit the Borrowers to sell the assets of PLA and Section
5.02(f) of the Credit Agreement to permit the Borrowers to acquire an equity
6
interest in the buyer of the assets of PLA and to provide a letter of credit in
an amount not to exceed $4,000,000 to the buyer of the assets of PLA for a
period not to exceed six months.
SECTION 6. CONDITIONS OF EFFECTIVENESS. (a) PHASE I. Sections 1, 2 and
3 of this Amendment shall become effective as of January 30, 2000 (other than
Sections 1(a)(iv) and (v) which shall become effective as of February 17, 2000),
and only when, on or before February 17, 2000 the Agent shall have received (i)
counterparts of this Amendment executed by the Borrower and the Required Lenders
or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this Amendment, (ii) the consent attached hereto executed by each
Subsidiary Guarantor, (iii) a notice from the Borrowers delivered in accordance
with Section 2.05(a) of the Credit Agreement reducing the Working Capital
Facility and the Working Capital Commitments of the Lenders ratably by not less
than $150,000,000, (iv) evidence that the provisions of the IBMCC Agreement have
been amended or waived in a manner consistent with Sections 1 and 2 of this
Amendment and (v) an amendment fee for the account of the Lenders equal to an
agreed percentage of the Working Capital Commitments of the Lenders after giving
effect to the notice delivered pursuant to clause (c) above. The effectiveness
of this Amendment is conditioned upon the accuracy of the factual matters
described herein. This Amendment is subject to the provisions of Section 9.01 of
the Credit Agreement.
(b) PHASE II. Sections 4 and 5 of this Amendment shall become
effective as of January 30, 2000, after the satisfaction of the conditions set
forth in 6(a) above, when and only when, on or before February 17, 2000 the
Agent shall have received counterparts of this Amendment executed by all the
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such
Lender has executed this Amendment.
SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. The
Borrowers 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.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Loan 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 created under the Collateral Documents, 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.
7
(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 any of the Loan 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
Borrower and the Parent Guarantor. This Amendment and each of the other
Loan 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.
(e) There is no action, suit, investigation, litigation or proceeding
affecting any Loan Party or any of its Subsidiaries (including, without
limitation, any Environmental Action) pending or threatened before any
court, governmental agency or arbitrator that (i) would be reasonably
likely to have a Material Adverse Effect (other than the Disclosed
Litigation) or (ii) purports to affect the legality, validity or
enforceability of this Amendment or any of the other Loan Documents, as
amended hereby, or the consummation of any of the transactions contemplated
hereby.
SECTION 8. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
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 Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
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 a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 9. COSTS AND EXPENSES. The Borrowers agree to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
8
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 10. 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 taken together shall constitute but one and the same agreement.
Delivery of an 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 11. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
MICROAGE TECHNOLOGY SERVICES, L.L.C.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
PINACOR, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
9
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Lender
By /s/ Citibank Signatory
-------------------------------------
Title: Vice President
IBM CREDIT CORPORATION
By /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Title: Mgr. Com & Specialty Financing
THE CIT GROUP/BUSINESS CREDIT, INC.
By /s/ Xxxxx Xxxxx
-------------------------------------
Title: AVP
FLEET CAPITAL CORPORATION
By /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Title: Vice President
MELLON BANK, N.A.
By /s/ R. Shirinyam
-------------------------------------
Title: Vice President
IBJ WHITEHALL BUSINESS
CREDIT CORPORATION
By IBJ Whitehall Signatory
-------------------------------------
Title: Vice President
10
DEBIS FINANCIAL SERVICES, INC.
By
-------------------------------------
Title:
FINOVA CAPITAL CORPORATION
By
-------------------------------------
Title:
GMAC COMMERCIAL CREDIT LLC
By
-------------------------------------
Title:
XXXXXX FINANCIAL INC.
By
-------------------------------------
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By
-------------------------------------
Title:
FIRST SOURCE FINANCIAL, L.L.P.
By
-------------------------------------
Title:
11
CONSENT
Dated as of February 11, 2000
The undersigned, each a Subsidiary Guarantor under the Subsidiary
Guaranty dated as of October 28, 1999 (collectively, the "SUBSIDIARY GUARANTY")
in favor of the Agent and the Lenders parties to the Credit Agreement referred
to in the foregoing Amendment, hereby consents to such Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, the Subsidiary Guaranty and each other Loan Document to which the
undersigned is a party (including, without limitation, the Security Agreement)
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects, and (b) the Collateral Documents 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 all of the Secured Obligations (in each
case, as defined therein).
153000 CANADA LTD.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
COMPLETE DISTRIBUTION, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
CONNECTWORKS, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
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CONTRACT PC, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
ECADVANTAGE, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
INTERPC DE COLOMBIA
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
INTERPC DE VENEZUELA
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
INTRACOM MARKETING, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MAXSOURCE, L.L.C.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
13
MCCI HOLDING COMPANY
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MCSS, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE ADMINISTRATION, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE COMPUTER CENTERS, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE DEUTSCHLAND GMBH
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE EUROPE LIMITED
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE GOVERNMENT, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
14
MICROAGE INFOSYSTEMS SERVICES, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE INFOSYSTEMS SERVICES EUROPE
LIMITED
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE L & D L.L.C.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE OF CALIFORNIA, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE PAYMASTER, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE TECHNOLOGIES, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
15
MICROAGE TELESERVICES, L.L.C.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE (UK) LIMITED
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MICROAGE VENTURES, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
MTS HOLDING COMPANY
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
PCC CLEARANCE, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
PHOENIX CONNECTIONS, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
16
PINACOR LOGISTICS SERVICES, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
PRI TECH SOLUTIONS, INC.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
QUALITY INTEGRATION SERVICES, L.L.C.
By /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Chairman
17
