Credit Agreement – Ingram Micro Inc.

US $750,000,000

CREDIT AGREEMENT

dated as of September 28, 2011,

among

INGRAM MICRO INC.,

as an Initial Borrower and Guarantor,

INGRAM MICRO COORDINATION CENTER BVBA,

as an Initial Borrower,

CERTAIN FINANCIAL INSTITUTIONS,

as the Lenders,

BANK OF AMERICA, N.A.,

BNP PARIBAS,

THE ROYAL BANK OF SCOTLAND plc and

UNION BANK, N.A.,

as the Co-Syndication Agents for the Lenders

and

THE BANK OF NOVA SCOTIA,

as the Administrative Agent for the Lenders

As arranged by

THE BANK OF NOVA SCOTIA,

BNP PARIBAS SECURITIES CORP.,

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,

RBS SECURITIES INC. and

UNION BANK, N.A.

as the Joint Lead Arrangers and

Co-Bookrunners

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TABLE OF CONTENTS

				Page
ARTICLE I		DEFINITIONS AND ACCOUNTING TERMS			2
SECTION 1.1		Defined Terms			2
SECTION 1.2		Use of Defined Terms			30
SECTION 1.3		Cross-References			30
SECTION 1.4		Accounting and Financial Determinations			30
SECTION 1.5		Calculations			31
SECTION 1.6		Round Amounts			31
ARTICLE II		COMMITMENTS, ETC			31
SECTION 2.1		Commitments			31
SECTION 2.2		Reductions of the Commitment Amounts			32
SECTION 2.3		Ineligible Currencies			33
SECTION 2.4		Designated Additional Loans			33
ARTICLE III		PROCEDURES FOR CREDIT EXTENSIONS			34
SECTION 3.1		Borrowing Procedures			34
SECTION 3.2		Letter of Credit Issuance Procedures			37
ARTICLE IV		PRINCIPAL, INTEREST, AND FEE PAYMENTS			40
SECTION 4.1		Loan Accounts, Notes, Payments, and Prepayments			40
SECTION 4.2		Interest Provisions			42
SECTION 4.3		Fees			44
SECTION 4.4		Rate and Fee Determinations			46
ARTICLE V		CERTAIN PAYMENT PROVISIONS			47
SECTION 5.1		Illegality; Currency Restrictions			47
SECTION 5.2		Deposits Unavailable			48
SECTION 5.3		Increased Credit Extension Costs, etc			49
SECTION 5.4		Funding Losses			49
SECTION 5.5		Increased Capital Costs			50
SECTION 5.6		Discretion of Lenders as to Manner of Funding			50
SECTION 5.7		Taxes			51
SECTION 5.8		Payments			54
SECTION 5.9		Sharing of Payments			55
SECTION 5.10		Right of Set-off			56

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TABLE OF CONTENTS

(continued)

				Page
SECTION 5.11		Judgments, Currencies, etc			56
SECTION 5.12		Replacement of Lenders			56
SECTION 5.13		Change of Lending Office			57
SECTION 5.14		European Monetary Union			57
SECTION 5.15		Defaulting Lenders			58
SECTION 5.16		Cash Collateral			60
SECTION 5.17		Termination of Defaulting Lender			61
ARTICLE VI		CONDITIONS TO MAKING CREDIT EXTENSIONS AND ACCESSION OF ACCEDING BORROWERS			61
SECTION 6.1		Initial Credit Extension			61
SECTION 6.2		All Credit Extensions			63
SECTION 6.3		Acceding Borrowers			64
ARTICLE VII		REPRESENTATIONS AND WARRANTIES			66
SECTION 7.1		Organization, etc			66
SECTION 7.2		Due Authorization, Non-Contravention, etc			66
SECTION 7.3		No Default			67
SECTION 7.4		Government Approval, Regulation, etc			67
SECTION 7.5		Validity, etc			67
SECTION 7.6		Financial Information			67
SECTION 7.7		No Material Adverse Effect			68
SECTION 7.8		Litigation, Labor Controversies, etc			68
SECTION 7.9		Subsidiaries			68
SECTION 7.10		Ownership of Properties			68
SECTION 7.11		Taxes			68
SECTION 7.12		Pension and Welfare Plans			69
SECTION 7.13		Environmental Warranties			69
SECTION 7.14		Accuracy of Information			69
SECTION 7.15		Patents, Trademarks, etc			70
SECTION 7.16		Margin Stock			70
ARTICLE VIII		COVENANTS			71
SECTION 8.1		Affirmative Covenants			71

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TABLE OF CONTENTS

(continued)

				Page
SECTION 8.2		Negative Covenants			75
ARTICLE IX		EVENTS OF DEFAULT			81
SECTION 9.1		Listing of Events of Default			81
SECTION 9.2		Action if Bankruptcy			84
SECTION 9.3		Action if Other Event of Default			84
SECTION 9.4		Cash Collateral			84
ARTICLE X		AGENTS			84
SECTION 10.1		Authorization and Actions			84
SECTION 10.2		Funding Reliance, etc			85
SECTION 10.3		Exculpation			85
SECTION 10.4		Successor			86
SECTION 10.5		Credit Extensions by an Agent			86
SECTION 10.6		Credit Decisions			86
SECTION 10.7		Copies, etc			87
SECTION 10.8		Joint Lead Arrangers and other Agents			87
ARTICLE XI		MISCELLANEOUS PROVISIONS			87
SECTION 11.1		Waivers, Amendments, etc			87
SECTION 11.2		Notices			88
SECTION 11.3		Payment of Costs and Expenses			88
SECTION 11.4		Indemnification			89
SECTION 11.5		Survival			90
SECTION 11.6		Severability			90
SECTION 11.7		Headings			90
SECTION 11.8		Execution in Counterparts, Effectiveness; Entire Agreement			90
SECTION 11.9		Jurisdiction			90
SECTION 11.10		Successors and Assigns			92
SECTION 11.11		Assignments and Transfers of Interests			92
SECTION 11.12		Other Transactions			95
SECTION 11.13		Further Assurances			95
SECTION 11.14		Waiver of Jury Trial			95
SECTION 11.15		Confidentiality			96

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TABLE OF CONTENTS

(continued)

				Page
SECTION 11.16		Release of Subsidiary Guarantors and Acceding Borrowers			97
SECTION 11.17		Collateral			97
SECTION 11.18		USA PATRIOT Act Notice			97

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SCHEDULES AND EXHIBITS

Schedule I		–		Disclosure Schedule
		–		Item 7.8
		–		Item 7.9
		–		Item 7.11
		–		Item 7.12
		–		Item 8.2.1(a)(ii)
		–		Item 8.2.2(a)
Schedule II		–		[Omitted]
Schedule III		–		[Omitted]
Exhibit A-1		–		[Omitted]
Exhibit A-2		–		[Omitted]
Exhibit B		–		[Omitted]
Exhibit C		–		[Omitted]
Exhibit D		–		[Omitted]
Exhibit E		–		[Omitted]
Exhibit F		–		[Omitted]
Exhibit G		–		[Omitted]
Exhibit H		–		[Omitted]
Exhibit I		–		[Omitted]
Exhibit J		–		[Omitted]
Exhibit K		–		[Omitted]
Exhibit L		–		[Omitted]
Exhibit M		–		[Omitted]
Exhibit N		–		[Omitted]

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT is entered into as of September 28, 2011, among:

INGRAM MICRO INC., a corporation organized and existing under the laws of the State of Delaware, United States of America (“Micro“);

INGRAM MICRO COORDINATION CENTER BVBA, a company organized and existing under the laws of The Kingdom of Belgium (“Coordination Center and, together with Micro, the “Initial Borrowers“);

THE BANK OF NOVA SCOTIA (“Scotia Capital“), BANK OF AMERICA, N.A. (“BOA“), BNP PARIBAS (“BNP“), THE ROYAL BANK OF SCOTLAND plc (“RBS“), UNION BANK, N.A. (“Union“) and all other financial institutions party hereto (together with their respective successors and permitted assigns and any branch or affiliate of a financial institution funding a Revolving Loan as permitted by Section 5.6 as a signatory or otherwise, collectively, the “Lenders“); and

SCOTIA CAPITAL, as administrative agent for the Lenders (in such capacity, the “Administrative Agent“) and BOA, BNP, RBS and Union, as co-syndication agents for the Lenders (in such capacity, the “Syndication Agents” and, collectively with the Administrative Agent, the “Agents“).

WHEREAS, Micro and its Subsidiaries (such capitalized term
and all other capitalized terms used herein having the meanings provided in
Section 1.1) are engaged primarily in the business of the wholesale
distribution of microcomputer software and hardware products, multimedia
products, customer financing, assembly and configuration and other related
wholesaling, distribution and service activities; and

WHEREAS, Micro wishes to obtain for itself and Coordination
Center as Initial Borrowers, Commitments from all the Lenders for Credit
Extensions to be made prior to the Commitment Termination Date in an aggregate
amount in any Available Currency, not to exceed the Total Commitment Amount at
any one time outstanding, such Credit Extensions being available in accordance
with the term of this Agreement as Revolving Loans, Swing Line Loans and Letters
of Credit; and

WHEREAS, Micro is willing to guarantee all Obligations of
each other Obligor; and

WHEREAS, each Initial Additional Guarantor is, as of the
date hereof, a Material Subsidiary and, consistent with Section
8.1.8(b), is required to, and is willing to, guarantee all Obligations of
each other Obligor; and

WHEREAS, the Lenders are willing, pursuant to and in
accordance with the terms of this Agreement, to extend severally Commitments to
make, from time to time prior to the Commitment Termination Date, Credit
Extensions in an aggregate amount at any time outstanding not to exceed the
excess of the Total Commitment Amount over the then Outstanding Credit
Extensions; and

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WHEREAS, the proceeds of the Credit Extensions will be used
to refinance Indebtedness outstanding under the Predecessor Credit Agreements
and for general corporate purposes (including, working capital and, so long as
the relevant Borrower has complied with Section 8.2.7, Acquisitions) of
each Borrower and its Subsidiaries;

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency, of which are hereby acknowledged by the parties hereto,
the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 Defined Terms. The following terms when used in
this Agreement, including its preamble and recitals, shall, except where the
context otherwise requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):

“Acceding Borrower” is defined in Section 6.3.

“Accession Request and Acknowledgment” means a request for accession
duly completed and executed by an Authorized Person of the applicable Acceding
Borrower and acknowledged by an Authorized Person of each Guarantor,
substantially in the form of Exhibit N attached hereto.

“Acquired Existing Debt and Liens” means, for a period of 180 days
following the acquisition or merger of a Person by or into Micro or any of its
Subsidiaries or the acquisition of a business unit of a Person or the assets of
a Person or business unit of a Person by Micro or any of its Subsidiaries, the
Indebtedness and Liens of that Person or business unit that (a) were not
incurred in connection with that acquisition or merger and do not constitute any
refinancing of Indebtedness so incurred and (b) were in existence at the time of
that acquisition or merger.

“Acquisition” means any transaction, or any series of related
transactions, by which Micro and/or any of its Subsidiaries directly or
indirectly (a) acquires any ongoing business or all or substantially all of the
assets of any Person or division thereof, whether through purchase of assets,
merger or otherwise, (b) acquires (in one transaction or as the most recent
transaction in a series of transactions) control of at least a majority in
ordinary voting power of the securities of a Person which have ordinary voting
power for the election of directors of such Person or (c) otherwise acquires
control of a more than 50% ownership interest in any Person.

“Act” is defined in Section 11.18.

“Additional Commitment Date” is defined in Section 2.4.

“Additional Commitment Lender” is defined in Section 2.4.

“Additional Guarantor” means each Initial Additional Guarantor and
each other Subsidiary of Micro as shall from time to time become a Guarantor in
accordance with Section 8.1.8.

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“Additional Guaranty” means a guaranty, substantially in the form of
the Exhibit I attached hereto, duly executed and delivered by an
Authorized Person of each Additional Guarantor, as amended, supplemented,
restated, or otherwise modified from time to time.

“Additional Permitted Liens” means, as of any date (a) Liens securing
Indebtedness and not described in clauses (a) through (m) of
Section 8.2.2, but only to the extent that (i) the sum of the Amount of
Additional Liens on that date plus the amount of cash and cash equivalents or
investments subject to Liens permitted by clause (c) of this definition
on that date does not exceed 10% of Consolidated Tangible Assets on that date
and, (ii) the Borrowers are otherwise in compliance with Section
8.2.1(b)(i), (b) Liens constituting Acquired Existing Debt and Liens on that
date and (c) Liens on cash and cash equivalents or investments (and the deposit
or other accounts to which such cash and cash equivalents and investments are
credited) securing obligations under any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest rate, currency exchange rate or commodity price hedging agreement
but only to the extent that the sum of the Amount of Additional Liens on that
date plus the amount of such cash and cash equivalents or investments on that
date does not exceed 10% of Consolidated Tangible Assets on that date.

“Administrative Agent” is defined in the preamble and includes each
other Person as shall have subsequently been appointed as the successor
Administrative Agent pursuant to Section 10.4.

“Affiliate” of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be controlled by any other
Person if such other Person possesses, directly or indirectly, power (a) to
vote, in the case of any Lender Party, 10% or more or, in the case of any other
Person, 35% or more, of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managing general
partners, or (b) in the case of any Lender Party or any other Person, to direct
or cause the direction of the management and policies of such Person whether by
contract or otherwise.

“Affiliate Transaction” is defined in Section 8.2.6.

“Agents” is defined in the preamble.

“Agreement” means this Credit Agreement, as amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms.

“Alternate Base Rate” means, on any date, a fluctuating rate of
interest per annum (rounded upward, if necessary, to the next highest 1/16 of
1%) equal to (i) in the case of Loans denominated in Dollars, the highest of:
(a) the Base Rate in effect on such day; (b) the Federal Funds Rate in effect on
such day plus ¹/2 of 1%; and (c) the one-month LIBO Rate; (ii) in the
case of Loans denominated in Sterling, the Sterling Base Rate; (iii) in the case
of Loans denominated in Euro, the Euro Base Rate; and (iv) in the case of Loans
denominated in a currency other than Dollars, Sterling or Euro, the comparable
rate for such currency, as reasonably determined by the Administrative Agent.

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Changes in the rate of interest on that portion of any Loans maintained as
Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. The Administrative Agent will give notice promptly to the
Borrower and the Lenders of changes in the Alternate Base Rate; provided
that, the failure to give such notice shall not affect the Alternate Base Rate
in effect after such change.

“Amount of Additional Liens” means, at any date, the aggregate
principal amount of Indebtedness secured by Additional Permitted Liens on such
date.

“Applicable Margin” means, for any Loan or Letter of Credit (a) for
any day during the period from and including the Effective Date, through and
including the six month anniversary of the Effective Date, the Applicable Margin
for Pricing Level III, and (b) for any day thereafter, the rate per annum
determined in accordance with the following procedure:

(1) If the Pricing Level set forth opposite the Leverage Ratio is the same as
the Pricing Level set forth opposite the applicable Credit Rating, then the
Applicable Margin for that Pricing Level shall be the Applicable Margin.

(2) If the Pricing Level set forth opposite the Leverage Ratio differs by one
Pricing Level from the Pricing Level set forth opposite the applicable Credit
Rating, then the Applicable Margin for the lower numbered Pricing Level of the
two shall be the Applicable Margin.

(3) If the Pricing Level set forth opposite the Leverage Ratio differs by
more than one Pricing Level from the Pricing Level set forth opposite the
applicable Credit Rating, then the Applicable Margin shall be determined by
reference to the Pricing Level that is numerically one Pricing Level below the
higher numbered of the two applicable Pricing Levels.

Pricing Level		Credit Rating		Leverage Ratio		Applicable Margin for Libo Rate Loans		Applicable Margin for Base Rate Loans
Level I		Higher than or equal to BBB+ or Baa1		Less than .50		1.125%		0.125%
Level II		BBB or Baa2		Greater than or equal to .50, but less than 1.00		1.25%		0.25%
Level III		BBB- or Baa3		Greater than or equal to 1.00, but less than 2.00		1.50%		0.50%
Level IV		BB+ or Ba1		Greater than or equal to 2.00, but less than 3.00		2.00%		1.00%

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Pricing Level		Credit Rating		Leverage Ratio		Applicable Margin for Libo Rate Loans		Applicable Margin for Base Rate Loans
Level V		BB or Ba2		Greater than or equal to 3.00, but less than 3.50		2.25%		1.25%
Level VI		Lower than or equal to BB-or Ba3		Greater than or equal to 3.50		2.50%		1.50%

Any change in the Applicable Margin as a result in a change in the Credit
Rating assigned by either S&P or Moody153s will be effective as of the day
subsequent to the date on which S&P or Moody153s, as the case may be, releases
the applicable change in its Credit Rating.

If the Credit Ratings assigned by S&P and Moody153s fall into different
Pricing Levels, then the applicable Pricing Level shall be determined by
reference to the lower of the two Credit Ratings.

Subject to Section 4.4, the applicable Leverage Ratio shall be the
Leverage Ratio for the Fiscal Period most recently ended prior to such day for
which financial statements and reports have been received by the Administrative
Agent pursuant to Section 8.1.1(a) or (b), as set forth in (and
effective upon delivery by Micro to the Administrative Agent of) the related new
Compliance Certificate pursuant to Section 8.1.1(d).

Notwithstanding the foregoing, (i) for so long as an Event of Default has
occurred and is continuing the applicable Pricing Level shall be Level VI and
(ii) if Micro shall fail to deliver a Compliance Certificate required to be
delivered pursuant to Section 8.1.1(d) within 60 days after the end of
any of its fiscal quarters (or within 90 days, in the case of the last fiscal
quarter of its Fiscal Year), the applicable Pricing Level from and including the
61st (or 91st, as the case may be) day after the end of such fiscal quarter (or
Fiscal Year, as the case may be) to but not including the date Micro delivers to
the Administrative Agent a quarterly Compliance Certificate shall be Level VI.

“Applicable Time” means, except as provided in clause (ii), (i)
New York City time and (ii) in the case of notices, payments, requests or other
actions relating to any Loan or Letter of Credit denominated in any Available
Currency other than Dollars, the local time in the Principal Financial Center of
the Available Currency in which such Loan or Letter of Credit is denominated.

“Authorized Person” means those officers or employees of each Obligor
whose signatures and incumbency shall have been certified to the Administrative
Agent pursuant to Section 6.1.1 or 6.3.1.

“Available Credit Commitment” means, for any Lender and at any time,
the amount (not less than zero) equal to the remainder of (a) its Credit
Commitment Amount at that time minus (b) its Outstanding Credit Extensions at
that time.

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“Available Currency” means Dollars, Sterling and Euro, and any other
currency approved in writing by all of the Lenders.

“BAS” means Banc of America Securities LLC.

“Base Rate” means, at any time, the rate of interest then most
recently established by the Administrative Agent in New York as its base rate
for Dollars loaned in the United States. The Base Rate is not necessarily
intended to be the lowest rate of interest determined by the Administrative
Agent in connection with extensions of credit.

“Base Rate Loan” means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

“BNP” is defined in the preamble.

“BOA” is defined in the preamble.

“Board Representation Agreement” means the Board Representation
Agreement dated as of November 6, 1996 and amended as of June 1, 2001, March 12,
2002 and May 30, 2002, among Micro and the “Family Stockholders” (as
defined therein) listed on the signature pages thereof, as it was in effect on
May 30, 2002 (it being understood that such Agreement is no longer in effect and
is being identified solely for purposes of identifying those Persons who
constitute the “Family Stockholders” for purposes of the definition of “Change
in Control”).

“Borrowers” means, collectively, the Initial Borrowers and the
Acceding Borrowers party to this Agreement from time to time, together with
their respective successors and assigns.

“Borrowing” means the Loans having the same Interest Period, made by
all Lenders on the same Business Day, and made pursuant to the same Borrowing
Request in accordance with Section 3.1.

“Borrowing Request” means a Loan and certificate duly completed and
executed by an Authorized Person of the relevant Borrower, substantially in the
form of Exhibit B attached hereto.

“Brazilian/ISS Judgment” means the commercial service tax assessed by
the Sao Paulo municipal tax authorities against Ingram Micro Brazil Ltda. in
December 2007 in an initial amount of 55.1 million Brazilian real, as such
assessment was upheld by the Sao Paulo municipal taxpayer council May 26, 2009.

“Business Day” means

(a) any day which (i) is neither a Saturday or Sunday nor a legal holiday on
which banks are authorized or required to be closed in London or in Brussels and
(ii) relative to the making, continuing, prepaying of Loans denominated in an
Available Currency, is also a day on which dealings in such Available Currency
are carried on in the interbank eurodollar market in London or New York City;
and

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(b) relative to the making of any payment in respect of any Credit Extension
denominated in an Available Currency other than Sterling, any day on which
dealings in such Available Currency are carried on in the London interbank
eurodollar market and in the relevant local money market.

“Capitalized Lease Liabilities” of any Person means, at any time, any
obligation of such Person at such time to pay rent or other amounts under a
lease of (or other agreement conveying the right to use) real and/or personal
property, which obligation is, or in accordance with GAAP (including FASB
Statement 13) is required to be, classified and accounted for as a capital lease
on a balance sheet of such Person at the time incurred; and for purposes of this
Agreement the amount of such obligation shall be the capitalized amount thereof
determined in accordance with such FASB Statement 13.

“Cash Collateralize” means, to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of one or more of the Issuers or the
Lenders, as collateral for Letter of Credit Outstandings or obligations of
Lenders to fund participations in respect of Letter of Credit Outstandings, cash
or deposit account balances or, if the Administrative Agent and each applicable
Issuer shall agree in their reasonable discretion, other credit support, in each
case pursuant to documentation in form and substance reasonably satisfactory to
the Administrative Agent and each applicable Issuer. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support.

“Change in Control” means the occurrence of either (a) any Person or
two or more Persons (excluding the Family Stockholders (as defined in the Board
Representation Agreement)) acting in concert shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (or any
successor regulation)) of capital stock of Micro having more than 30% of the
ordinary voting power of all capital stock of Micro then outstanding; or (b) at
any time during any period of 25 consecutive calendar months commencing on or
after the date of this Agreement, a majority of Board of Directors of Micro
shall no longer be composed of individuals (i) who were members of such Board of
Directors on the first day of such period, (ii) whose election or nomination to
such Board of Directors was approved by individuals referred to in clause
(b)(i) above constituting at the time of such election or nomination at
least a majority of such Board of Directors or (iii) whose election or
nomination to such Board of Directors was approved by individuals referred to in
clause (b)(i) or (b)(ii) above constituting at the time of such
election or nomination at least a majority of such Board of Directors.

“Change in Control Notice” is defined in Section 4.1.2.

“Code” means the U.S. Internal Revenue Code of 1986, as amended and as
in effect from time to time, and any rules and regulations promulgated
thereunder.

“Commitment” means, (a) relative to each Lender, its obligation under
Section 2.1(a) to make Revolving Loans, under Section 3.1.2(b) to
make Refunded Swing Line Loans and under Section 3.2 to participate in
Letters of Credit and drawings thereunder, and (b) relative to the Swing Line
Lender, its obligation under Section 2.1(b) to make Swing Line Loans.

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“Commitment Fee” is defined in Section 4.3.2.

“Commitment Termination Date” means the fifth anniversary of the
Effective Date, or the earlier date of termination in whole of the Commitments
pursuant to Section 2.2, 9.2 or 9.3.

“Compliance Certificate” means a report duly completed, with
substantially the same information as set forth in Exhibit E attached
hereto, as such Exhibit E may be amended, supplemented, restated or
otherwise modified from time to time.

“consolidated” and any derivative thereof each means, with reference
to the accounts or financial reports of any Person, the consolidated accounts or
financial reports of such Person and each Subsidiary of such Person determined
in accordance with GAAP, including principles of consolidation consistent with
those applied in the preparation of the consolidated financial statements of
Micro referred to in Section 7.6.

“Consolidated Assets” means, at any date, the total assets of Micro
and its Consolidated Subsidiaries that would be reflected on a consolidated
balance sheet of Micro and its Consolidated Subsidiaries as at such date in
accordance with GAAP.

“Consolidated EBITDA” means, for any period, Consolidated Income (or
Loss) from Operations for such period adjusted by adding thereto (a) the amount
of all amortization of intangibles, depreciation and any other non-cash charges
that were deducted in arriving at Consolidated Income (or Loss) from Operations
for such period and (b) without duplication, the amount of Restructuring Charges
recorded in accordance with GAAP during such period; provided that the
amount of Restructuring Charges added pursuant to clause (b) may not
exceed $50,000,000 in any four consecutive Fiscal Periods.

“Consolidated Funded Debt” means, as at any date, the total of all
Funded Debt of Micro and its Consolidated Subsidiaries outstanding on such date,
after eliminating all offsetting debits and credits between Micro and its
Consolidated Subsidiaries and all other items required to be eliminated in the
course of the preparation of consolidated financial statements of Micro and its
Consolidated Subsidiaries in accordance with GAAP.

“Consolidated Income (or Loss) from Operations” means, for any period,
the amount of “income or loss from operations” (or any substituted or
replacement line item) reflected on a consolidated statement of income of Micro
and its Consolidated Subsidiaries for such period in accordance with GAAP.

“Consolidated Interest Charges” means, for any period, the sum
(without duplication) of the following (in each case, eliminating all offsetting
debits and credits between Micro and its Consolidated Subsidiaries and all other
items required to be eliminated in the course of the preparation of consolidated
financial statements of Micro and its Consolidated Subsidiaries in accordance
with GAAP):

(a) aggregate Net Interest Expense for such period plus, to the extent not
deducted in determining Consolidated Net Income for such period, the amount of
all interest previously capitalized or deferred that was amortized during such
period; plus

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(b) all debt discount and expense amortized or required to be amortized in
the determination of Consolidated Net Income for such period; plus

(c) all attributable interest, fees in lieu of interest and “losses on sales
of receivables” (or any substituted or replacement line item) reflected on a
consolidated statement of income of Micro and its Consolidated Subsidiaries for
such period, in each case associated with any securitization program by Micro or
any of its Consolidated Subsidiaries.

“Consolidated Liabilities” means, at any date, the sum of all
obligations of Micro and its Consolidated Subsidiaries that would be reflected
on a consolidated balance sheet of Micro and its Consolidated Subsidiaries as at
such date in accordance with GAAP.

“Consolidated Net Income” means, for any period, the consolidated net
income of Micro and its Consolidated Subsidiaries as reflected on a consolidated
statement of income of Micro and its Consolidated Subsidiaries for such period
in accordance with GAAP.

“Consolidated Stockholders153 Equity” means, at any date, the remainder
of (a) Consolidated Assets as at such date, minus (b) Consolidated Liabilities
as at such date.

“Consolidated Subsidiary” means any Subsidiary whose financial
statements are required in accordance with GAAP to be consolidated with the
consolidated financial statements delivered by Micro from time to time in
accordance with Section 8.1.1.

“Consolidated Tangible Assets” means, at any date, the remainder of
(a) the Consolidated Assets as at the end of the most recently ended Fiscal
Period for which financial statements have been delivered pursuant to
Section 8.1.1, minus (b) the Intangible Assets of Micro and its
Consolidated Subsidiaries as of such last day.

“Consolidated Tangible Net Worth” means, at any date, the remainder of
(a) Consolidated Stockholders153 Equity as at the end of the most recently ended
Fiscal Period for which financial statements have been delivered pursuant to
Section 8.1.1 plus the accumulated after-tax amount of non-cash charges
and adjustments to income and Consolidated Stockholders153 Equity attributable to
employee stock options and stock purchases through the last day of such Fiscal
Period, minus (b) goodwill and other Intangible Assets of Micro and its
Consolidated Subsidiaries as at such last day.

“Contingent Liability” means any agreement, undertaking or arrangement
(including any partnership, joint venture or similar arrangement) by which any
Person guarantees, endorses or otherwise becomes or is contingently liable (by
direct or indirect agreement, contingent or otherwise) to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or obligation
or any other liability of any other Person (other than by endorsements of
instruments in the course of collection), or guarantees the payment of dividends
or other distributions upon the shares of any other person, if the primary
purpose or intent thereof by the Person incurring the Contingent Liability is to
provide assurance to the obligee of such obligation of another Person that such
obligation of such other Person will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof. The amount of

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any Person153s obligation under any Contingent Liability shall be deemed to be
the lower of (a) the outstanding principal or face amount of the debt,
obligation or other liability guaranteed thereby and (b) the maximum amount for
which such Person may be liable pursuant to the terms of the instrument
embodying such Contingent Liability, unless such obligation and the maximum
amount for which such Person may be liable are not stated or determinable, in
which case the amount of such Contingent Liability shall be such Person153s
maximum reasonably anticipated liability in respect thereof as determined by
Micro in good faith.

“Continuation Notice” means a notice of continuation and certificate
duly completed and executed by an Authorized Person of the relevant Borrower,
substantially in the form of Exhibit D attached hereto.

“Controlled Group” means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with Micro,
are treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

“Coordination Center” is defined in the preamble.

“Cost of Funds” means, for the Administrative Agent or any Lender, as
the case may be, its cost, from whatever source it reasonably selects, of funds
in respect of any expenditure or funding by it or in respect of maintaining any
Loan, as the case may be.

“Cost of Funds Rate Loan” means, for any Lender, any Loan bearing
interest at an annual rate equal to the sum of (a) the Applicable Margin for
that Loan plus (b) such Lender153s Cost of Funds.

“Credit Commitment Amount” means, relative to any Lender at any time,
such Lender153s Percentage multiplied by the then Total Commitment Amount as in
effect at such time.

“Credit Extension” means, collectively, (a) the making of Loans by the
Lenders and (b) the issuance by any Issuer of a Letter of Credit.

“Credit Extension Request” means, as the context may require, a
Borrowing Request, a Continuation Notice or an Issuance Request.

“Credit Rating” means a statistical rating assigned by S&P and
Moody153s to Micro153s long-term senior unsecured debt and either published or
otherwise evidenced in writing by the applicable rating agency and made
available to the Administrative Agent, including both “express” and “indicative”
or “implied” (or equivalent) ratings.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect.

“Default” means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

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“Defaulting Lender” means, subject to Section 5.15(b), any
Lender that (a) has failed to (i) fund all or any portion of its Loans within
two Business Days of the date such Loans were required to be funded hereunder
unless such Lender notifies the Administrative Agent and the Borrowers in
writing that such failure is the result of such Lender153s determination that one
or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to the Administrative Agent, any
Issuer, the Swing Line Lender or any other Lender any other amount required to
be paid by it hereunder (including in respect of its participation in Letters of
Credit or Swing Line Loans) within two Business Days of the date when due, (b)
has notified the Borrowers, the Administrative Agent or any Issuer or the Swing
Line Lender in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless
such writing or public statement relates to such Lender153s obligation to fund a
Loan hereunder and states that such position is based on such Lender153s
determination that a condition precedent to funding (which condition precedent,
together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent or the
Borrowers, to confirm in writing to the Administrative Agent and the Borrowers
that it will comply with its prospective funding obligations hereunder
(provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the
Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Law, or (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity; provided that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a governmental authority so long as such ownership
interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such
governmental authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)
through (d) above shall be conclusive and binding absent manifest error, and
such Lender shall be deemed to be a Defaulting Lender (subject to Section
5.15(b)) upon delivery of written notice of such determination to the
Borrowers, each Issuer, the Swing Line Lender and each Lender.

“Designated Additional Commitments” is defined in Section 2.4.

“Disbursement Date” is defined in Section 3.2.2.

“Disclosure Schedule” means the Disclosure Schedule attached hereto as
Schedule I, as the same may be amended, supplemented or otherwise
modified from time to time by Micro with the consent of the Administrative Agent
and the Required Lenders.

“Dollar” and the sign “$” each means the lawful currency of the
United States.

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“Dollar Amount” at any date, means (a) with respect to an amount
denominated in Dollars, such amount as at such date, and (b) with respect to an
amount denominated in any other Available Currency, the amount of Dollars into
which such Available Currency is convertible into Dollars as at such date and on
the terms herein provided.

“Effective Date” is defined in Section 11.8.

“Effective Date Certificate” means a certificate duly completed and
executed by an Authorized Person of Micro, substantially in the form of
Exhibit F attached hereto.

“Eligible Assignee” means any Person that, on the date that it is to
become a Lender under this Agreement, is (i) a Lender or (ii) any one of the
following (in each case, with the prior written consent of the Administrative
Agent, the Issuer and (so long as no Event of Default exists at that time)
Micro, in each case such consent not to be unreasonably withheld or delayed (it
being understood that (1) if an assignment or transfer to a Person described
below results in a reduced rate of return to the Issuer or requires the Issuer
to set aside capital in an amount greater than that which is required to be set
aside for other Lenders participating in the Letter of Credit or the Issuer has
a reasonable concern about the creditworthiness or reputation of the proposed
assignee, then the failure to consent to such transfer by the Issuer shall be
deemed reasonable and (2) in the case of an assignment or transfer to a bank or
financial institution pursuant to clause (a) below to which Micro must
consent, Micro may take into account, among other things, the creditworthiness
of that bank or financial institution and the holding company, if any, by which
it is owned):

(a) a bank or financial institution that at that time has (or is owned by a
holding company that on a consolidated basis has) combined capital and surplus
(as established in its most recent report of condition to its primary regulator)
of not less than $250,000,000 (or its equivalent in foreign currency);

(b) a commercial bank that at that time (i) is organized under the laws of
the United States or any State thereof, (ii) has outstanding unsecured
indebtedness that is rated A- or better by S&P or A3 or better by Moody153s
(or an equivalent rating by another nationally recognized statistical rating
agency of similar standing if such corporations are no longer in the business of
rating unsecured indebtedness of entities engaged in such businesses) and (iii)
has combined capital and surplus (as established in its most recent report of
condition to its primary regulator) of not less than $250,000,000 (or its
equivalent in foreign currency);

(c) a commercial bank that at that time (i) is organized under the laws of
(A) any other country that is a member of the Organization for Economic
Cooperation and Development or has concluded special lending arrangements with
the International Monetary Fund associated with its General Arrangements to
Borrow or any country that is a member of the European Community, or (B)
political subdivision of any such country, (ii) has (unless Micro otherwise
agrees) outstanding unsecured indebtedness that is rated A- or better by S&P
or A3 or better by Moody153s (or an equivalent rating by another nationally
recognized statistical rating agency of similar standing if such corporations
are no longer in the business of rating unsecured indebtedness of entities

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engaged in such businesses) and (iii) has combined capital and surplus (as
established in its most recent report of condition to its primary regulator) of
not less than $250,000,000 (or its equivalent in foreign currency);

(d) the central bank of any country that at that time (i) is a member of the
Organization for Economic Cooperation and Development, (ii) has (unless Micro
otherwise agrees) outstanding unsecured indebtedness that is rated A- or better
by S&P or A3 or better by Moody153s (or an equivalent rating by another
nationally recognized statistical rating agency of similar standing if such
corporations are no longer in the business of rating unsecured indebtedness of
entities engaged in such businesses) and (iii) has combined capital and surplus
(as established in its most recent report of condition to its primary regulator)
of not less than $250,000,000 (or its equivalent in foreign currency); or

(e) solely during the occurrence and continuance of an Event of Default, a
finance company, insurance company, or other financial institution or fund
(whether a corporation, partnership, or other entity) that at that time is
engaged generally in making, purchasing, and otherwise investing in commercial
loans in the ordinary course of its business;

so long as, in the case of any Person described in clauses (a)
through (e) above, it must also at that time be (A) in respect of
payments by Micro, entitled to receive payments hereunder free and clear of and
without deduction for or on account of any United States federal income taxes,
and (B) in respect of payments by Coordination Center, (I) credit institutions
established in countries within the European Economic Area or with which Belgium
has entered into a treaty for the avoidance of double taxation and (II) entitled
to receive payments hereunder free and clear of and without any deduction for or
on account of any income taxes imposed by The Kingdom of Belgium.

“EMU” means economic and monetary union as contemplated in the Treaty
on European Union.

“EMU Legislation” means legislative measures of the European Council
for the introduction of, changeover to, or operation of, a single or unified
European currency (whether known as the euro or otherwise), being in part the
implementation of the third stage of EMU.

“Environmental Laws” means any and all applicable statutes, laws,
ordinances, codes, rules, regulations and binding and enforceable guidelines
(including consent decrees and administrative orders binding on any Obligor or
any of their respective Subsidiaries), in each case as now or hereafter in
effect, relating to human health and safety, or the regulation or protection of
the environment, or to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals or toxic or hazardous substances or wastes
into the indoor or outdoor environment, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes issued (presently or in the future) by any
national, federal, state, provincial, territorial, or local authority in any
jurisdiction in which any Obligor or any of their respective Subsidiaries is
conducting its business.

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“Equity Issuance” means (a) any issuance or sale by Micro or any of
its Consolidated Subsidiaries after the Effective Date of (i) any of its capital
stock, (ii) any warrants or options exercisable in respect of its capital stock
(other than any warrants or options issued to directors, officers or employees
of Micro or any of its Consolidated Subsidiaries pursuant to employee benefit
plans established in the ordinary course of business and any capital stock of
Micro issued upon the exercise of such warrants or options) or (iii) any other
security or instrument representing an equity interest (or the right to obtain
any equity interest) in Micro or any of its Subsidiaries or (b) the receipt by
Micro any of its Subsidiaries after the Effective Date of any capital
contribution; provided that Equity Issuance shall not include (x) any
such issuance or sale by any Subsidiary of Micro to Micro or any wholly owned
Subsidiary of Micro or (y) any capital contribution by Micro or any wholly owned
Subsidiary of Micro to any Subsidiary of Micro.

“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the rules
and regulations promulgated thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

“Eurocurrency Liabilities” has the meaning assigned to that term in
Regulation D of the F.R.S. Board, as in effect from time to time.

“Euro” means the single currency of Participating Member States of the
European Union.

“Euro Base Rate” means, for any day, a rate per annum equal to the
main refinancing rate as set by the European Central Bank plus
¹/2 of 1%.

“Euro Unit” means a currency unit of the Euro.

“Event of Default” is defined in Section 9.1.

“Existing Letters of Credit” means each of the Letters of Credit set
forth on Schedule III hereto and outstanding under the Predecessor
Revolving Credit Agreement.

“FASB” means the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code and any
regulations or official interpretations thereof.

“Fee Letters” means the letter agreements dated on or about September
6, 2011, between Micro and Coordination Center, on the one hand, and each of
Scotia Capital, BOA and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
BNP and BNP Paribas Securities Corp., RBS and RBS Securities Inc., and Union on
the other, relating to certain fees to be paid in connection with this
Agreement.

“Fiscal Period” means a fiscal period of Micro or any of its
Subsidiaries, which shall be either a calendar quarter or an aggregate period
comprised of three consecutive periods of four weeks and five weeks (or, on
occasion, six weeks instead of five), currently commencing on or about each
January 1, April 1, July 1 or October 1.

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“Fiscal Year” means, with respect to any Person, the fiscal year of
such Person. The term Fiscal Year, when used without reference to any Person,
shall mean a Fiscal Year of Micro, which currently ends on the Saturday nearest
December 31.

“Floor Plan Obligation” means, with respect to any Person, an
obligation owed by such Person arising out of arrangements whereby a third party
makes payments for the account of such Person directly or indirectly to a trade
creditor of such Person in respect of Trade Payables of such Person.

“Floor Plan Support Obligation” means any obligation, contingent or
otherwise, of any Person (the “Obligor”) in favor of another Person in respect
of Floor Plan Obligations held by the other Person that arise in connection with
sales of goods or services by the Obligor or its Affiliates.

“Foreign Borrowers” means, collectively, (a) Coordination Center and
(b) any Acceding Borrower that is not domiciled in the United States.

“Foreign Excluded Subsidiary” is defined in Section 8.1.8.

“Foreign Subsidiary” means any Subsidiary of Micro that is not
domiciled in the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender,
(a) with respect to any Issuer, an amount equal to such Defaulting Lender153s
Percentage of the outstanding Letter of Credit Outstandings with respect to
Letters of Credit issued by such Issuer other than Letter of Credit Outstandings
as to which such Defaulting Lender153s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms
hereof, and (b) with respect to the Swing Line Lender, an amount equal to such
Defaulting Lender153s Percentage of outstanding Swing Line Loans made by the Swing
Line Lender other than Swing Line Loans as to which such Defaulting Lender153s
participation obligation has been reallocated to other Lenders.

“F.R.S. Board” is defined in Section 7.17.

“Funded Debt” means, with respect to any Person, the sum (without
duplication) of (i) all Indebtedness of such Person, (ii) the Securitization
Financing Amount and (iii) the aggregate amount of Total Reimbursement
Obligations that are more than 3 days past due; provided that, for
purposes of determining the “Applicable Margin” and the amount of the Commitment
Fee pursuant to Section 4.3.2, the definition of Funded Debt used to
determine the Leverage Ratio shall include, in lieu of clause (iii)
above, all Letter of Credit Outstandings.

“GAAP” is defined in Section 1.4.

“Guaranties” means, collectively, (a) the Micro Guaranty and (b) each
Additional Guaranty.

“Guarantors” means, collectively, Micro and each Additional Guarantor.

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“Hazardous Material” means (a) any pollutant or contaminant or
hazardous, dangerous or toxic chemical, material or substance that is presently
or hereafter becomes defined as or included in the definition of “hazardous
substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,”
“toxic substances,” “toxic pollutants,” “contaminants,”
“pollutants,” or terms of similar import within the meaning of any
Environmental Law, or (b) any other chemical or other material or substance,
exposure to which is presently or hereafter prohibited, limited or regulated
under any Environmental Law.

“herein,” “hereof,” “hereto,” “hereunder” and
similar terms contained in this Agreement or any other Loan Document refer to
this Agreement or such other Loan Document, as the case may be, as a whole and
not to any particular Article, Section, clause, paragraph or provision of this
Agreement or such other Loan Document.

“Impermissible Qualifications” means, relative to the opinion of
certification of any independent public accountant engaged by Micro as to any
financial statement of Micro and its Consolidated Subsidiaries, any
qualification or exception to such opinion or certification:

(a) which is of a “going concern” or similar nature;

(b) which relates to the limited scope of examination of matters relevant to
such financial statement; or

(c) which relates to the treatment or classification of any item in such
financial statement and which, as a condition to its removal, would require an
adjustment to such item the effect of which would be to cause Micro to be in
default of any of its obligations under Section 8.2.3 or 8.2.8;

provided that (i) qualifications relating to pre-acquisition balance
sheet accounts of Person(s) acquired by Micro or any of its Subsidiaries and
(ii) statements of reliance in the auditor153s opinion on another accounting firm
(so long as such other accounting firm has a national reputation in the
applicable country and such reliance does not pertain to any Borrower) shall not
be deemed an Impermissible Qualification.

“including” and “include” mean including without limiting the
generality of any description preceding such term.

“Indebtedness” of any Person means and includes the sum of the
following (without duplication):

(a) all obligations of such Person for borrowed money, all obligations
evidenced by bonds, debentures, notes, investment repurchase agreements or other
similar instruments, and all securities issued by such Person providing for
mandatory payments of money, whether or not contingent;

(b) all obligations of such Person pursuant to revolving credit agreements or
similar arrangements to the extent then outstanding;

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(c) all obligations of such Person to pay the deferred purchase price of
property or services, except (i) trade accounts payable arising in the ordinary
course of business, (ii) other accounts payable arising in the ordinary course
of business in respect of such obligations the payment of which has been
deferred for a period of 270 days or less, (iii) other accounts payable arising
in the ordinary course of business none of which shall be, individually, in
excess of $200,000, and (iv) a lessee153s obligations under leases of real or
personal property not required to be capitalized under FASB Statement 13;

(d) all obligations of such Person as lessee under Capitalized Lease
Liabilities or Synthetic Leases;

(e) all obligations of such Person to purchase securities (or other property)
which arise out of or in connection with the sale of the same or substantially
similar securities or property excluding any such sales or exchanges for a
period of less than 45 days;

(f) all obligations, contingent or otherwise, with respect to the stated
amount of letters of credit, whether or not drawn, issued for the account of
such Person to support the Indebtedness of any Person other than Micro or a
Subsidiary of Micro, and bankers153 acceptances issued for the account of such
Person;

(g) all Indebtedness of others secured by a Lien of any kind on any asset of
such Person, whether or not such Indebtedness is assumed by such Person;
provided that the amount of any Indebtedness attributed to any Person
pursuant to this clause (g) shall be limited, in each case, to the lesser
of (i) the fair market value of the assets of such Person subject to such Lien
and (ii) the amount of the other Person153s Indebtedness secured by such Lien; and

(h) all guarantees, endorsements and other Contingent Liabilities of such
Person in respect of any of the foregoing;

provided that it is understood and agreed that the following are not
“Indebtedness“:

(i) obligations to pay the deferred purchase price for the acquisition of any
business (whether by way of merger, sale of stock or assets or otherwise), to
the extent that such obligations are contingent upon attaining performance
criteria such as earnings and such criteria shall not have been achieved;

(ii) obligations to repurchase securities issued to employees pursuant to any
Plan or other contract or arrangement relating to employment upon the
termination of their employment or other events;

(iii) obligations to match contributions of employees under any Plan;

(iv) guarantees of any Obligor or any of their respective Subsidiaries that
are guarantees of performance, reclamation or similar bonds or, in lieu of such
bonds, letters of credit used for such purposes issued in the ordinary course

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of business for the benefit of any Subsidiary of Micro, which would not be
included on the consolidated financial statements of any Obligor; and

(v) Trade Payables.

“Indemnified Liabilities” is defined in Section 11.4.

“Indemnified Parties” is defined in Section 11.4.

“Ineligible Currency” means, with respect to any Available Currency
(other than Dollars), a determination by the Administrative Agent that such
currency has ceased to be (a) freely convertible into Dollars or (b) a currency
for which there is an active foreign exchange and deposit market in London or
New York City.

“Initial Additional Guarantors” means Ingram Micro Management Company,
a California corporation, Ingram Micro Asia Holdings Inc., a California
corporation, and Ingram Micro SB Inc., a California corporation, each of which
shall execute and deliver an Additional Guaranty on or prior to the Effective
Date as required by Section 6.1.3.

“Initial Borrowers” is defined in the preamble.

“Intangible Assets” means, with respect to any Person, that portion of
the book value of the assets of such Person which would be treated as
intangibles under GAAP, including all items such as goodwill, trademarks, trade
names, brands, trade secrets, customer lists, copyrights, patents, licenses,
franchise conversion rights and rights with respect to any of the foregoing and
all unamortized debt or equity discount and expenses.

“Intercompany Transfer” means the purchase or acquisition by Micro or
any Subsidiary of Micro of property or assets of Micro or any Subsidiary of
Micro, provided that (i) such purchase or acquisition satisfies the
requirements of Section 8.2.6 and (ii) no Event of Default has occurred
and is continuing at the time of such purchase or acquisition or would occur
after giving effect thereto.

“Interest Period” means, for any LIBO Rate Loan, the period beginning
on (and including) the date on which such Loan is made, continued or converted
and ending on (but excluding) the last day of the period selected by the
relevant Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one week (it being understood that such one-week
Interest Period may not be selected by the Borrowers collectively more than
twice in any calendar month) or one, three, or six months from (and including)
the date of such Loan, ending on (but excluding), in the case of a one-week
Interest Period, the corresponding day of the following week and, in each other
case, the day which numerically corresponds to such date (or, if such month has
no numerically corresponding day on the last Business Day of such month), as the
relevant Borrower may select in its relevant notice pursuant to Section
3.1 or 4.2.3; provided that:

(a) the Borrowers shall not be permitted to select Interest Periods for Loans
to be in effect at any one time which have expiration dates occurring on more
than 10 different dates in the aggregate;

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(b) Interest Periods commencing on the same date for Loans comprising part of
the same Borrowing shall be of the same duration;

(c) if such Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next following Business Day
(unless (except in the case of a one-week Interest Period), if such Interest
Period applies to a Loan, such next following Business Day is the first Business
Day of a calendar month, in which case such Interest Period shall end on the
Business Day next preceding such numerically corresponding day); and

(d) no Interest Period for any Loan may end later than the Commitment
Termination Date.

“Intra-Group Agreement” means, collectively, any Intra-Group
Agreement, substantially in the form of Exhibit G attached hereto (i)
duly executed and delivered on or prior to the Effective Date by Authorized
Persons of each Borrower and each Initial Additional Guarantor and (ii) executed
and delivered if and when required by Section 8.1.9, in each case as
amended, supplemented, restated or otherwise modified from time to time.

“Issuance Request” means an issuance request for Letters of Credit
duly completed and executed by an Authorized Person of the relevant Borrower,
substantially in the form of Exhibit C attached hereto.

“Issuer” means Scotia Capital, in its capacity as issuer of the
Letters of Credit. At the request of the Agents, another Lender or an Affiliate
of Scotia Capital may (but is not otherwise obligated to) issue one or more
Letters of Credit hereunder.

“Joint Lead Arrangers” means Scotia Capital, BNP Paribas Securities
Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities
Inc. and Union.

“Lenders” is defined in the preamble and also includes Additional
Commitment Lenders pursuant to Section 2.4.

“Lender Assignment Agreement” means a Lender Assignment Agreement
substantially in the form of Exhibit J attached hereto.

“Lender Party” means any of the Lenders, the Agents, the Issuers, and
(for purposes only of Section 11.4) the Joint Lead Arrangers.

“Lending Office” means, for any Lender (a) for Loans to Micro, its
Lending Office for Loans to Micro designated beside its signature below,
designated in a Lender Assignment Agreement to which it is a party, or
designated in a notice to the Administrative Agent and Micro from time to time
and at any time and (b) for other Loans, its Lending Office for “Other Loans”
designated beside its signature below, designated in a Lender Assignment
Agreement to which it is a party, or designated in a notice to the
Administrative Agent and Micro from time to time and at any time.

-19-

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“Letter of Credit Commitment” means, with respect to any Issuer of
Letters of Credit, such Issuer153s obligations to issue Letters of Credit pursuant
to Section 3.2 and, with respect to each of the other Lenders, the
obligations of each such Lender to participate in Letters of Credit pursuant to
such Section 3.2.

“Letter of Credit Fees” is defined in Section 4.3.3.

“Letter of Credit Limit” means, on any date, a maximum amount (as such
amount may be reduced from time to time pursuant to Section 2.2) equal to
$275,000,000. The Letter of Credit Limit is part of, and not in addition to, the
Commitments.

“Letter of Credit Outstandings” means, on any date, the sum (without
duplication) of the Dollar Amounts of (a) the then aggregate amount which is
undrawn and available under all Letters of Credit issued and outstanding
(assuming that all conditions for drawing have been satisfied), plus (b) the
then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

“Letters of Credit” means all letters of credit issued and outstanding
under this Agreement.

“Leverage Ratio” means the ratio of (a) Consolidated Funded Debt on
the last day of any Fiscal Period to (b) Consolidated EBITDA for the period of
four Fiscal Periods ending on the last day of such Fiscal Period.

“LIBO Rate” means, for any Interest Period for a Borrowing, an annual
interest rate (rounded upward to four decimal places) determined by the
Administrative Agent to be either:

(a) the London interbank offered rate for deposits, in the currency in which
that Borrowing is denominated under this Agreement, at approximately 11:00 a.m.,
London time, two Business Days before the first day (or, solely in the case of
Borrowings denominated in Sterling, on the first day) of that Interest Period
for a term comparable to that Interest Period, determined by the British Bankers
Association as the London Interbank Offered Rate for deposits in the currency in
which the Borrowing is denominated under this Agreement and published at Reuters
Screen LIBOR01 Page or any successor publication, agreed upon by the parties
hereto, that reports British Bankers Association rates; or

(b) if no such display rate is then available, the average of the rates at
which deposits of the currency of the relevant Borrowing in immediately
available funds are offered to each Reference Lender153s principal office in the
London interbank market at or about 11:00 a.m., London time, two Business Days
prior to (or the Business Day that, for Borrowings denominated in Sterling, is)
the beginning of such Interest Period for delivery on the first day of such
Interest Period, and in an amount approximately equal to the amount of each such
Reference Lender153s Loan that is part of that Borrowing and for a period
approximately equal to such Interest Period.

“LIBO Rate Loan” means a Loan bearing interest at a rate determined by
reference to the LIBO Rate.

-20-

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“LIBOR Reserve Percentage” means, for any Lender, relative to any
Interest Period for Loans, the reserve percentage (expressed as a decimal) equal
to the maximum aggregate reserve requirements (including all basic, emergency,
supplement, marginal and other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then applicable to
assets or liabilities consisting of and including Eurocurrency Liabilities
having a term approximately equal or comparable to such Interest Period.

“Lien” means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against, valid claim on or interest in property to secure payment of a
debt or performance of an obligation or other priority or preferential
arrangement of any kind or nature whatsoever (including, without limitation, (a)
the lien or retained security title of a conditional vendor and (b) under any
agreement for the sale of Trade Accounts Receivable (or an undivided interest in
a specified amount of such Trade Accounts Receivable), the interest of the
purchaser (or any assignee of such purchaser which has financed the relevant
purchase) in a percentage of receivables of the seller not so sold, held by the
purchaser (or such assignee) as a reserve for (i) interest rate protection in
the event of a liquidation of the receivables sold, (ii) expenses that would be
incurred upon a liquidation of the receivables sold, (iii) losses that might be
incurred in the event the amount actually collected from the receivables sold is
less than the amount represented in the relevant receivables purchase agreement
as collectible, or (iv) any similar purpose (but excluding the interest of a
trust in such receivables to the extent that the beneficiary of such trust is
Micro or a Subsidiary of Micro).

“Loan Document” means this Agreement, each Note (if any), each Credit
Extension Request, each Letter of Credit, the Intra-Group Agreement, each
Guaranty, the most recently delivered Compliance Certificate (specifically
excluding any other Compliance Certificate previously delivered), any Accession
Request and Acknowledgment, and any other agreement, document, or instrument
(excluding any documents delivered solely for the purpose of satisfaction
disclosure requirements or requests for information) required in connection with
this Agreement or the making or maintaining of any Credit Extension and
delivered by an Authorized Person.

“Loans” means, as the context may require, (i) either a Revolving Loan
or a Swing Line Loan or (ii) a Base Rate Loan or a LIBO Rate Loan of any type.

“Mandatory Costs” means the percentage rate per annum calculated by
the Administrative Agent in accordance with Schedule II.

“Margin Stock” means “margin stock,” as such term is defined
and used in Regulation U.

“Material Adverse Effect” means a material adverse effect on the
ability (whether financial, legal or otherwise) of the Obligors to comply with
their obligations (future or otherwise) under this Agreement.

“Material Asset Acquisition” (a) means the purchase or other
acquisition (in one transaction or a series of related transactions) from any
Person of property or assets, the aggregate purchase price of which (calculated
in Dollars) paid in cash or property (other than

		-21-

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property consisting of equity shares or interests or other equivalents of
corporate stock of, or partnership or other ownership interests in, any
Obligor), equals or exceeds 25% of the sum (calculated without giving effect to
such purchase or acquisition) of (i) Consolidated Funded Debt (determined as at
the end of the then most recently ended Fiscal Period), plus (ii) Consolidated
Stockholders153 Equity (determined as at the end of the then most recently ended
Fiscal Period), plus (iii) any increase thereof attributable to any equity
offerings or issuances of capital stock occurring subsequent to the end of such
Fiscal Period and before any such purchase or acquisition, but (b) does not mean
an Intercompany Transfer.

“Material Subsidiary” means:

(a) with respect to any Subsidiary of Micro (other than any Foreign Excluded
Subsidiary) as of the date of this Agreement, a Subsidiary of Micro that, as of
any date of determination, either (i) on an average over the three most recently
preceding Fiscal Years contributed at least 5% to Consolidated Net Income or
(ii) on an average at the end of the three most recently preceding Fiscal Years
owned assets constituting at least 5% of Consolidated Assets; and

(b) with respect to any Subsidiary of Micro (other than any Foreign Excluded
Subsidiary) organized or acquired subsequent to the date of this Agreement, a
Subsidiary of Micro that as of:

(i) the date it becomes a Subsidiary of Micro, would have owned (on a pro
forma basis if such Subsidiary had been a Subsidiary of Micro at the end of the
preceding Fiscal Year) assets constituting at least 5% of Consolidated Assets at
the end of the Fiscal Year immediately prior to the Fiscal Year in which it is
organized or acquired; or

(ii) any date of determination thereafter, either (A) on an average over the
three most recently preceding Fiscal Years (or, if less, since the date such
Person became a Subsidiary of Micro) contributed at least 5% to Consolidated Net
Income or (B) on an average at the end of the three (or, if less, such number of
Fiscal Year-ends as have occurred since such Person became a Subsidiary of
Micro) most recently preceding Fiscal Years owned assets constituting at least
5% of Consolidated Assets;

provided that Ingram Funding Inc. and any other special purpose
financing vehicle shall not be Material Subsidiaries.

“Maturity” of any of the Obligations means the earliest to occur of:

(a) the date on which such Obligations expressly become due and payable
pursuant hereto or any other Loan Document but in no event beyond the Commitment
Termination Date; and

(b) the date on which such Obligations become due and payable pursuant to
Section 9.2, 9.3, or 9.4.

		-22-

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“Maximum Brazilian/ISS Judgment Amount” means the lesser of (i)
$200,000,000 or (ii) 250,000,000 Brazilian real.

“Micro” is defined in the preamble.

“Micro Guaranty” means a guaranty, substantially in the form of
Exhibit H attached hereto, duly executed and delivered by an Authorized
Person of Micro, as amended, supplemented, restated or otherwise modified from
time to time.

“Minimum Collateral Amount” means, at any time, with respect to Cash
Collateral consisting of cash or deposit account balances, an amount equal to
the aggregate Percentages of any Defaulting Lenders at such time times
the Fronting Exposure of all Issuers with respect to Letters of Credit issued
and outstanding at such time.

“Moody153s” means Moody153s Investors Service, Inc. and any successor
thereto.

“National Currency Unit” means a unit of currency (other than a Euro
Unit) of a Participating Member State.

“Net Interest Expense” means, for any applicable period, the aggregate
interest expense of Micro and its Consolidated Subsidiaries (including imputed
interest on Capitalized Lease Liabilities) deducted in determining Consolidated
Net Income for such period, net of interest income of Micro and its Consolidated
Subsidiaries included in determining Consolidated Net Income for such applicable
period.

“Non-Compliance Period” is defined in Section 8.2.4(b).

“Non-Defaulting Lender” means, at any time, each Lender that is not a
Defaulting Lender at such time.

“Non-Exempt U.S. Person” means any Lender Party who is a “United
States person” within the meaning of Section 7701(a)(30) of the Code other than
a Lender Party who is an exempt recipient (including a corporation or a
financial institution) as determined under the provisions of Treas. Reg. §
1.6049-4(c)(1)(ii) unless the communications with such Lender Party are mailed
by Micro or the Administrative Agent to an address in a foreign country.

“Non-Recourse Financing Transaction” means any transaction that
constitutes a sale or transfer of Trade Accounts Receivable by Micro or any of
its Subsidiaries to a Person other than Micro or a Subsidiary of Micro so long
as pursuant to the terms of such transaction, such Person does not have recourse
to Micro or its Consolidated Subsidiaries with respect to the uncollectibility
of such Trade Accounts Receivable (it being understood that such transactions
may include customary seller153s obligations to repurchase receivables arising as
a result of a breach of representations, warranties, covenants or indemnities).

“Note” means, as the context may require, a Revolving Note or a Swing
Line Note.

“Obligations” means, individually and collectively (a) the Revolving
Loans, (b) Swing Line Loans, (c) all Letter of Credit Outstandings, and (d) all
other indebtedness, liabilities,

		-23-

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obligations, covenants and duties of any Borrower owing to the Agents or the
Lenders of every kind, nature and description, under or in respect of this
Agreement or any of the other Loan Documents including, without limitation, any
fees, whether direct or indirect, absolute or contingent, due or not due,
contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note.

“Obligors” means, collectively, the Borrowers and the Guarantors.

“Organic Documents” means, relative to any Obligor, any governmental
filing or proclamation pursuant to which such Person shall have been created and
shall continue in existence (including a charter or certificate or articles of
incorporation or organization) and its by-laws (or, if applicable, partnership
or operating agreement) and all material shareholder agreements, voting trusts
and similar arrangements to which such Obligor is a party that are applicable to
the voting of any of its authorized shares of capital stock (or, if applicable,
other ownership interests therein).

“Outstanding Credit Extensions” means, relative to any Lender at any
date and without duplication, the sum of the Dollar Amounts of (a) the aggregate
principal amount of all outstanding Loans of such Lender at such date, plus (b)
such Lender153s Percentage of the Letter of Credit Outstandings.

“Participant” is defined in Section 11.11.2.

“Participating Member State” means each such state so described in any
EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

“Pension Plan” means a “pension plan,” as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(3) of ERISA), and to which any
Obligor or any corporation, trade or business that is, along with Obligor, a
member of a Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor within the meaning of Section 4069 of ERISA.

“Percentage” of any Lender means in the case of (a) each Lender which
is a signatory to this Agreement, the percentage set forth opposite such
Lender153s signature hereto under the caption “Percentage,” subject to any
modification necessary to give effect to (i) any sale, assignment or transfer
made pursuant to Section 11.11.1 or (ii) any Designated Additional
Commitments made pursuant to Section 2.4 which take the form of an
increase to the then-existing Commitments or (b) any Transferee Lender,
effective upon the occurrence of the relevant purchase by, or assignment to,
such Transferee Lender, the portion of the Percentage of the selling, assigning
or transferring Lender allocated to such Transferee Lender.

		-24-

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“Person” means any natural person, company, partnership, firm, limited
liability company or partnership, association, trust, government, government
agency or any other entity, whether acting in an individual, fiduciary or other
capacity.

“Plan” means any Pension Plan or Welfare Plan.

“Pooling Arrangement” means any cash pooling arrangement in connection
with any cash management system entered into by Micro or any Consolidated
Subsidiaries in the ordinary course of business.

“Predecessor Credit Agreements” means, collectively, the Predecessor
Revolving Credit Agreement and the Predecessor Term Credit Agreement.

“Predecessor Revolving Credit Agreement” means the certain Credit
Agreement dated as of August 23, 2007 by and among, inter alia,
Scotia Capital, as administrative agent, Micro, Coordination Center, Ingram
Micro Europe Treasury LLC and the financial institutions party thereto, as
amended by Amendment No. 1 dated as of July 17, 2008.

“Predecessor Term Credit Agreement” means the certain Credit Agreement
dated as of July 17, 2008 by and among, inter alia, Scotia
Capital, as administrative agent, Micro, Coordination Center, Ingram Micro
Europe Treasury LLC and the financial institutions party thereto.

“Principal Financial Center” means, in the case of any Available
Currency, the principal financial center where such Available Currency is
cleared and settled, as determined by the Administrative Agent.

“Quarterly Payment Date” means the last day of March, June, September
and December of each calendar year or, if any such day is not a Business Day,
the next succeeding Business Day.

“RBS” is defined in the preamble.

“Reference Lenders” means Scotia Capital and BOA; provided
that, in relation to Mandatory Costs, “Reference Lenders” shall refer to the
principal London office of Scotia Capital and BOA.

“Reference Rate” means, at any time, an annual interest rate equal to
the sum of (a) the Applicable Margin for Loans at that time (unless already
included in the rate determined under clause (b) following) plus (b) the
rate determined by the Administrative Agent to be the higher of either:

(i) the rate on the relevant base amount or overdue amount (before the date
due, if principal), as the case may be and to the extent applicable (the
“relevant amount“); or

(ii) the rate that would have been payable if the relevant amount constituted
a Loan in the currency of the relevant amount for successive interest

		-25-

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periods of such duration as the Administrative Agent may determine (each a
“designated interest period“).

Such rate in clause (b) above shall be determined on each Business Day
or the first day of, or two Business Days before the first day of, the
designated interest period, as appropriate, and otherwise determined in
accordance with the definition of LIBO Rate or, if not available, determined by
reference to the cost of funds to the Administrative Agent from whatever source
it reasonably selects.

“Refunded Swing Line Loans” is defined in clause (b) of
Section 3.1.2.

“Regulation U” is defined in Section 7.17.

“Regulation X” is defined in Section 7.17.

“Regulatory Change” means any change after the date hereof in any (or
the promulgation after the date hereof of any new):

(a) law applicable to any class of banks (of which any Lender Party is a
member) issued by (i) any competent authority in any country or jurisdiction, or
(ii) any competent international or supra-national authority; or

(b) regulation, interpretation, directive or request (whether or not having
the force of law) applicable to any class of banks (of which any Lender Party is
a member) of any court, central bank or governmental authority or agency charged
with the interpretation or administration of any law referred to in clause
(a) of this definition or of any fiscal, monetary or other authority having
jurisdiction over any Lender Party;

provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith and
(y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to
be a “Regulatory Change”, regardless of the date enacted, adopted or issued; and
provided further that a “Regulatory Change” shall not include any
change in, or any promulgation of, any law, regulation, interpretation,
directive or request with respect to taxes.

“Reimbursement Obligation” is defined in Section 3.2.3.

“Release” means a “release,” as such term is defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended and as in effect from time to time (42 United States Code § 9601 et
seq.), and any rules and regulations promulgated thereunder.

“Required Currency” is defined in Section 5.8.1(a).

		-26-

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“Required Lenders” means (a) at any time when the Commitments of the
Lenders have expired or been terminated, those Lenders holding more than 50% of
the total Outstanding Credit Extensions of all of the Lenders at that time, and
(b) at any other time, those Lenders holding more than 50% of the sum of the
Credit Commitment Amounts. The Credit Commitment Amount of any Defaulting Lender
shall be disregarded in determining Required Lenders at any time.

“Restructuring Charges” means, for any period, the aggregate
non-recurring restructuring charges recorded in accordance with GAAP by Micro
and its Consolidated Subsidiaries during such period with respect to either
Acquisitions or restructurings.

“Revolving Credit Exposure” means, as to any Lender at any time, the
aggregate principal amount at such time of its outstanding Revolving Loans and
such Lender153s participation in Letter of Credit Outstandings and Swing Line
Loans at such time.

“Restricted Payment” is defined in Section 8.2.4(a).

“Revolving Loans” is defined in clause (a) of Section
2.1.

“Revolving Note” means a promissory note of a Borrower, payable to a
Lender that has requested it under Section 4.1, substantially in the form
of Exhibit A-1 attached hereto (as such promissory note may be amended,
endorsed, or otherwise modified from time to time), evidencing the aggregate
Indebtedness of that Borrower to such Lender resulting from outstanding
Revolving Loans, together with all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

“S&P” means Standard & Poor153s Financial Services LLC, a
subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“Scotia Capital” is defined in the preamble.

“Securitization Default” is defined in Section 9.1.10.

“Securitization Financing Amount” means (i) in respect of any
Securitization Default, the principal equivalent of the outstanding amount of
financing being provided to Micro and its Consolidated Subsidiaries under the
related Trade Accounts Receivable Financing Program, determined in accordance
with generally accepted financial practices, and (ii) for the purpose of
determining the amount of Funded Debt, the principal equivalent of the
outstanding amount of financing being provided to Micro and its Consolidated
Subsidiaries under all Trade Accounts Receivable Financing Programs, determined
in accordance with generally accepted financial practices.

“Settlement Date” is defined in Section 4.1.2.

“Stated Amount” for any Letter of Credit on any day means the amount
which is undrawn and available under such Letter of Credit on such day (after
giving effect to any drawings thereon on such day).

		-27-

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“Stated Expiry Date” is defined in Section 3.2.

“Sterling” means the lawful currency of the United Kingdom.

“Sterling Base Rate” means, for any day, the rate per annum equal to
the base rate as set by the Monetary Policy Committee of the Bank of England
plus ¹/2 of 1%.

“Subject Lender” is defined in Section 5.12.

“Subsidiary” means, with respect to any Person, any corporation,
company, partnership or other entity of which more than 50% of the outstanding
shares or other ownership interests having by the terms thereof ordinary voting
power to elect a majority of the board of directors of, or other persons
performing similar functions for, such corporation, company, partnership or
other entity (irrespective of whether at the time shares or other ownership
interests of any other class or classes of such corporation, company,
partnership or other entity shall or might have voting power upon the occurrence
of any contingency) is at the time directly or indirectly owned by such Person,
by such Person and one or more other Subsidiaries of such Person, or by one or
more other Subsidiaries of such Person.

“Swing Line Lender” means, subject to the terms of this Agreement,
Scotia Capital.

“Swing Line Loan” is defined in clause (b) of Section
2.1.

“Swing Line Loan Commitment” means the Swing Line Lender153s obligation
(if any) to make Swing Line Loans pursuant to clause (b) of Section
2.1.

“Swing Line Loan Commitment Amount” means, on any date, the Dollar
Amount of $100,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2. The Swing Line Loan Commitment Amount is part of, and not
in addition to, the Commitments.

“Swing Line Note” means a promissory note of a Borrower payable to the
Swing Line Lender (if requested by the Swing Line Lender under Section
4.1), in the form of Exhibit A-2 hereto (as such promissory note may
be amended, endorsed or otherwise modified form time to time), evidencing the
aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from
outstanding Swing Line Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

“Syndication Agents” is defined in the preamble and includes each
other Person as shall have subsequently been appointed as a successor
Syndication Agent pursuant to Section 10.4.

“Synthetic Lease” means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) (a) that is not a capital lease in
accordance with GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for federal income tax purposes, other than
any such lease under which that Person is the lessor.

“Tax Payment” is defined in Section 5.7.

		-28-

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“Tax Refund” is defined in Section 5.7.

“Taxes” is defined in Section 5.7.

“Term Loans” means any term loans made pursuant to the Designated
Additional Commitments described in Section 2.4.

“Total Commitment Amount” means, at any time, the Dollar Amount of
$750,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2 or increased from time to time pursuant to Section
2.4.

“Total Indebtedness of Subsidiaries” means, at any date, the aggregate
of all Indebtedness on such date of all the Subsidiaries of Micro, without
duplication and after eliminating all offsetting debits and credits between each
of such Subsidiaries or between such a Subsidiary and Micro and all other items
required to be eliminated in accordance with GAAP, excluding (a) all
Indebtedness of any Consolidated Subsidiary of Micro outstanding on July 2,
2011, or incurred pursuant to any commitment or line of credit in its favor in
effect on July 2, 2011, and any renewals or replacements thereof, so long as
such renewals or replacements do not increase the amount of such Indebtedness or
such commitments or lines of credit and (b) any Indebtedness of Ingram Funding
Inc. or any other special purpose financing vehicle incurred in connection with
their purchase, directly or indirectly, from Micro or any of Micro153s other
Consolidated Subsidiaries, of Trade Accounts Receivable or interests therein.

“Total Reimbursement Obligations” means, at any date, the sum of (a)
all Reimbursement Obligations of each Borrower and (b) any other obligations of
Micro or any of its Subsidiaries to reimburse any issuer with respect to a
disbursement under a letter of credit issued on behalf of Micro or any such
Subsidiary, in each case that have ceased to be contingent upon a drawing under
the related letter of credit.

“Trade Accounts Receivable” means, with respect to any Person, all
rights of such Person to the payment of money directly or indirectly arising out
of any sale, lease or other disposition of goods or rendition of services by
such Person.

“Trade Accounts Receivable Financing Program” means any accounts
receivable financing program pursuant to which Micro and/or its Subsidiaries may
sell, convey or otherwise transfer, directly or indirectly, Trade Accounts
Receivable to a Person other than Micro or its Subsidiaries (whether through the
direct sale of such Trade Accounts Receivable, the sale of an undivided interest
in a specified pool of such Trade Accounts Receivable, or the grant of a
security interest in such Trade Accounts Receivable to such other Person);
provided that “Trade Accounts Receivable Financing Program” shall not
include any Non-Recourse Financing Transaction.

“Trade Payables” means, with respect to any Person, (a) any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services or (b) such Person153s Floor Plan Obligations and Floor Plan Support
Obligations.

		-29-

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“Transferee Lender” is defined in Section 11.11.1.

“Union” is defined in the preamble.

“United Kingdom” means The United Kingdom of Great Britain and
Northern Ireland.

“United States” or “U.S.” means the United States of America,
its fifty States, and the District of Columbia.

“Voting Stock” means, (a) with respect to a corporation, the stock of
such corporation the holders of which are ordinarily, in the absence of
contingencies, entitled to elect members of the board of directors (or other
governing body) of such corporation, (b) with respect to any partnership, the
partnership interests in such partnership the owners of which are entitled to
manage the affairs of the partnership or vote in connection with the management
of the affairs of the partnership or the designation of another Person as the
Person entitled to manage the affairs of the partnership, and (c) with respect
to any limited liability company, the membership interests in such limited
liability company the owners of which are entitled to manage the affairs of such
limited liability company or entitled to elect managers of such limited
liability company (it being understood that, in the case of any partnership or
limited liability company, “shares” of Voting Stock shall refer to the
partnership interests or membership interests therein, as the case may be).

“Welfare Plan” means a “welfare plan,” as such term is defined
in Section 3(l) of ERISA.

SECTION 1.2 Use of Defined Terms. Unless otherwise defined
or the context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meaning as when used in the Disclosure Schedule and in
each Credit Extension Request, each other Loan Document, and each notice and
other communication delivered from time to time in connection with this
Agreement or any other Loan Document.

SECTION 1.3 Cross-References. Unless otherwise specified,
references in this Agreement and in each other Loan Document to any Article,
Section, clause or definition are references to such clause or definition of
this Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section, clause or definition to
any section are references to such section of such Article, Section, clause or
definition.

SECTION 1.4 Accounting and Financial Determinations.

(a) Unless otherwise specified, all accounting terms used herein or in any
other Loan Document shall be interpreted, and all accounting determinations and
computations hereunder or thereunder (including under Section 8.2.3)
shall be made, in accordance with those U.S. generally accepted accounting
principles (“GAAP“) as applied in the preparation of the financial
statements of Micro and its Consolidated Subsidiaries included in its annual
report on Form 10-K for the Fiscal Year ended January 1, 2011; provided,
that the financial statements required to be delivered pursuant to clauses
(a) and (b) of Section 8.1.1 shall be prepared in accordance
with GAAP as in effect from time to time and the quarterly financial statements
required to be delivered

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pursuant to clause (b) of Section 8.1.1 are not required to
contain footnote disclosures required by GAAP and shall be subject to ordinary
year-end adjustments.

(b) If, after the date hereof, there shall be any change to Micro153s Fiscal
Year, or any modification in GAAP used in the preparation of the 2010 financial
statements (whether such modification is adopted or imposed by FASB, the
American Institute of Certified Public Accountants or any other regulatory or
professional body) which changes result in a change in the method of calculation
of financial covenants, standards or terms found in this Agreement, the parties
hereto agree promptly to enter into negotiations in order to amend such
financial covenants, standards or terms so as to reflect equitably such changes,
with the desired result that the evaluations of Micro153s financial condition
shall be the same after such changes as if such changes had not been made;
provided that until the parties hereto have reached a definitive
agreement on such amendments, Micro153s financial condition and such financial
covenants, standards and terms shall continue to be evaluated on the same
principles as those used in the preparation of the 2010 financial statements.

SECTION 1.5 Calculations. All calculations made for purposes
of this Agreement, each other Loan Document, and the transactions contemplated
by them shall be made to two decimal places except as otherwise specifically
stated in this Agreement or any other Loan Document.

SECTION 1.6 Round Amounts. Unless otherwise specifically
stated in this Agreement or any other Loan Document, each requirement that
Credit Extensions, repayments, and reductions in Commitments be in certain
Dollar minimums and integral multiples shall, in respect of dealings in another
Available Currency, be deemed to be rounded amounts in that other Available
Currency that approximate those Dollar minimums and multiples.

ARTICLE II

COMMITMENTS, ETC.

SECTION 2.1 Commitments. On the terms and subject to the
conditions of this Agreement (including Article VI), each Lender
severally (or in the case of Swing Line Loans, the Swing Line Lender) agrees
that it will, from time to time on any Business Day occurring after the
Effective Date and prior to the Commitment Termination Date:

(a) make revolving loans (other than Swing Line Loans) in Available
Currencies (“Revolving Loans“) to any Borrower equal to such Lender153s
Percentage of the aggregate amount of the Borrowing to be made on such Business
Day, all in accordance with Section 3.1; provided that no Lender
shall be required to make any Revolving Loan if, after giving effect thereto:

(i) such Lender153s Outstanding Credit Extensions would exceed its Credit
Commitment Amount; or

(ii) the aggregate Outstanding Credit Extensions of all the Lenders would
exceed the then Total Commitment Amount;

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(b) the Swing Line Lender agrees that it will make loans in Available
Currencies (its “Swing Line Loans“) to any Borrower equal to the
principal amount of the Swing Line Loan requested by such Borrower;
provided that the Swing Line Lender shall not be required to make any
Swing Line Loan if, after giving effect thereto, the aggregate outstanding
Dollar Amount of the principal amount of all Swing Line Loans would exceed the
then existing Swing Line Loan Commitment Amount; and

(c) purchase participation interests in Available Currencies equal to its
Percentage in each Letter of Credit issued upon the application of any Borrower
pursuant to Section 3.2; provided that no Issuer shall issue a
Letter of Credit if, after giving effect thereto:

(i) the aggregate Letter of Credit Outstandings would exceed the then Letter
of Credit Limit; or

(ii) the aggregate Outstanding Credit Extensions of all the Lenders would
exceed the then Total Commitment Amount.

On and subject to the conditions hereof, the Borrowers may from time to time
borrow, prepay and reborrow Loans and may apply for, extinguish or reimburse
drawings made under and re-apply for Letters of Credit. For purposes of this
Section 2.1, the Dollar Amount on any date of any Credit Extension
denominated in an Available Currency (other than Dollars) shall be calculated
based upon the spot rate at which Dollars are offered on such day for such
Available Currency which appears on Telerate Page 261 at approximately 11:00
a.m., London time, (and if such spot rate is not available on Telerate Page 261
as of such time, such spot rate as quoted by Scotia Capital, in London at
approximately 11:00 a.m., London time).

SECTION 2.2 Reductions of the Commitment Amounts.

(a) Micro may, from time to time on any Business Day, voluntarily reduce the
Total Commitment Amount; provided that:

(i) All such reductions shall require at least three and not more than five
Business Days153 prior notice to the Administrative Agent and shall be permanent,
and any partial reduction thereof shall be in a minimum amount of $5,000,000 and
in an integral multiple of $1,000,000 (or, if less, in an amount equal to the
Total Commitment Amount at such time);

(ii) Micro shall not voluntarily reduce the Total Commitment Amount pursuant
to this section to an amount which, on the date of proposed reduction, is less
than the aggregate Outstanding Credit Extensions of all the Lenders;

(iii) Any such reduction shall be allocated to each Lender pro rata according
to such Lender153s Percentage of the Total Commitment Amount; and

(iv) Once so reduced, the Total Commitment Amount may not be increased.

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(b) Micro may, from time to time on any Business Day, voluntarily reduce the
Swing Line Loan Commitment Amount; provided that:

(i) All such reductions shall require at least three and not more than five
Business Days153 prior notice to the Administrative Agent and shall be permanent,
and any partial reduction thereof shall be in a minimum amount of $5,000,000 and
in an integral multiple of $1,000,000 (or, if less, in an amount equal to the
Swing Line Loan Commitment Amount at such time);

(ii) Micro shall not voluntarily reduce the Swing Line Loan Commitment Amount
pursuant to this section to an amount which, on the date of proposed reduction,
is less than the aggregate principal amount of all outstanding Swing Line Loans
of the Swing Line Lender; and

(iii) Once so reduced, the Swing Line Loan Commitment Amount may not be
increased.

SECTION 2.3 Ineligible Currencies. Notwithstanding any other
provision in this Agreement, if, at any time before the Commitment Termination
Date, the Administrative Agent determines that an Available Currency has become
an Ineligible Currency, then (a) the Administrative Agent may (in its sole
discretion) at any time so notify the relevant Borrower of any Borrowing
denominated in that Ineligible Currency, and (b) the Commitments of the Lenders
to make Loans in that Available Currency shall be suspended unless and until the
Administrative Agent determines that such Available Currency is no longer an
Ineligible Currency. Promptly after receiving that notice and, in any event,
within five Business Days of receiving the same, that Borrower will notify the
Administrative Agent and the Lenders as to what Available Currency it desires
that Borrowing to be converted into and promptly thereafter the relevant Lenders
shall so convert that Borrowing on the last day of its Interest Period. If the
relevant Borrower fails to select another Available Currency as provided in the
preceding sentence, then that other Available Currency shall be selected by the
Administrative Agent. The conversion shall be effected at the relevant spot rate
at which the Ineligible Currency is offered on that last day for the selected
Available Currency that appears on Telerate Page 261 at approximately 11:00
a.m., London time, (and if such spot rate is not available on Telerate Page 261
as of that time, the spot rate as quoted by Scotia Capital in London at
approximately 11:00 a.m., London time) or, if that spot rate shall not exist,
such other rate of exchange as the Administrative Agent shall reasonably
determine.

SECTION 2.4 Designated Additional Loans. From time to time,
so long as no Default has occurred and is continuing, the Borrowers may notify
the Administrative Agent that the Borrowers wish, on the terms and subject to
the conditions contained in this Agreement, to increase the Total Commitment
Amount by additional Commitments from the Lenders and/or other Persons (each of
which must be an Eligible Assignee) not then a party to this Agreement
(“Designated Additional Commitments”), provided that the
cumulative amount of the Designated Additional Commitments may not exceed
$250,000,000. Such Designated Additional Commitments may, at the Borrowers153
election, take the form of an increase to the then-existing Commitments or new
Term Loans and, to the extent that such increase shall take the form of Term
Loans, this Agreement shall be amended, in form and substance reasonably

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satisfactory to the Administrative Agent, to include such terms as are
customary for a term loan tranche. Such notice shall specify (A) the date (each,
an “Additional Commitment Date“) on which the Borrowers propose that the
Designated Additional Commitments shall be effective (it being understood that
the Borrowers and the Agents will use commercially reasonable efforts to avoid
the prepayment or assignment of any LIBO Rate Loan on a day other than the last
day of the Interest Period applicable thereto), (B) the identity of each Lender
or Eligible Assignee that has agreed to provide a Designated Additional
Commitment and become a party to this Agreement, together with the amount of its
Designated Additional Commitment (each, an “Additional Commitment
Lender“) and (C) whether the Designated Additional Commitments shall take
the form of an increase to the then-existing Commitments or new Term Loans.
Nothing contained in this Section 2.4 or otherwise in this Agreement is
intended to commit any Lender or any Agent to provide any Additional Designated
Commitment, but otherwise no consent from any Lender or Agent shall be required,
whether pursuant to Section 11.1 or otherwise, for any increase in the
Total Commitment Amount pursuant to this Section 2.4. On the Additional
Commitment Date (i) the Total Commitment Amount shall be increased by the amount
of the additional Commitments agreed to be so provided, (ii) subject to
compliance with the terms of Section 6.2, Loans requested by the
Borrowers will be made in accordance with this Agreement, (iii) the Percentages
of the respective Lenders and Additional Commitment Lenders shall be
appropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders
shall assign and assume outstanding Credit Extensions including participations
in outstanding Letters of Credit so as to cause the amounts of such Loans and
participations in Letters of Credit held by each Lender and each Additional
Commitment Lender to conform to the respective Percentages of the Commitments of
the Lenders and the Additional Commitment Lenders and (v) the Borrowers and any
Additional Commitment Lender that is not already a Lender shall execute and
deliver any additional Notes or other amendments or modifications to this
Agreement or any other Loan Document as the Administrative Agent may reasonably
request. Any fees payable in respect of any commitment provided for in this
Section 2.4 shall be as agreed to by the Borrowers and the Administrative
Agent. Any Designated Additional Commitment pursuant to this Section 2.4
(i) shall be irrevocable as of the Additional Commitment Date, (ii) shall reduce
the amount of commitments that may be requested under this Section 2.4
pro tanto and (iii) shall be in a minimum principal amount of $25,000,000
and integral multiples of $1,000,000.

ARTICLE III

PROCEDURES FOR CREDIT EXTENSIONS

SECTION 3.1 Borrowing Procedures. Revolving Loans shall be
made by the Lenders in accordance with Section 3.1.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section
3.1.2. Unless otherwise expressly provided, all Revolving Loans shall be
LIBO Rate Loans.

SECTION 3.1.1 Borrowing Procedure for Revolving Loans.

(a) In the case of Revolving Loans, on any Business Day occurring after the
Effective Date and on or prior to the Commitment Termination Date, any Borrower
may from time to time irrevocably request, by delivering on or prior to 1:00
p.m., Applicable Time, on such Business Day a Borrowing Request to the
Administrative Agent not less

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than three nor more than five Business Days before the date of the proposed
Borrowing, that a Borrowing be made in a minimum amount of $5,000,000 and an
integral multiple of $1,000,000, or if less, in the unused amount of the Total
Commitment Amount. Upon the receipt of each Borrowing Request, the
Administrative Agent shall give prompt notice thereof to each Lender on the same
day such Borrowing Request is received. On the terms and subject to the
conditions of this Agreement, each Borrowing shall be made on the Business Day
specified in such Borrowing Request. On or before 2:30 p.m., Applicable Time, on
such Business Day, each Lender shall deposit with the Administrative Agent (to
an account specified by the Administrative Agent to each Lender from time to
time) same day funds in an amount equal to such Lender153s Percentage of the
requested Borrowing.

(b) To the extent funds are received from the Lenders (except as otherwise
provided in Section 10.2), the Administrative Agent shall make such funds
available to the relevant Borrower by wire transfer of same day funds to the
accounts such Borrower shall have specified in its Borrowing Request. No
Lender153s obligation to make any Revolving Loan shall be affected by any other
Lender153s failure to make any Revolving Loan.

SECTION 3.1.2 Borrowing Procedure for Swing Line Loans.

(a) In the case of Swing Line Loans, on any Business Day occurring after the
Effective Date and on or prior to the Commitment Termination Date, any Borrower
may from time to time irrevocably request, by delivering on or prior to 1:00
p.m., Applicable Time, on such Business Day a Borrowing Request to the
Administrative Agent not less than one nor more than five Business Days before
the date of the proposed Borrowing that a Swing Line Loan be made to such
Borrower. Alternatively, by telephonic notice to the Swing Line Lender on or
before 12:00 noon, Applicable Time, on a Business Day (followed within one
Business Day by the delivery of a confirming Borrowing Request), any Borrower
may from time to time irrevocably request that Swing Line Loans be made by the
Swing Line Lender. In either case, Swing Line Loans shall be in an aggregate
minimum principal amount of $500,000 and an integral multiple of $100,000. All
Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to
be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan
requested by telephonic notice shall be made available by the Swing Line Lender
to the relevant Borrower by wire transfer to the account such Borrower shall
have specified in its notice therefor (i) for requests in U.S. Dollars, by 2:00
p.m., Applicable Time, on the Business Day telephonic notice is received by the
Swing Line Lender (so long as such request is received at or before 12:00 noon
(Applicable Time)), (ii) for requests of Loans to be made in Euros, by the close
of business on the Business Day telephonic notice is received by the Swing Line
Lender (so long as such request is received at or before 11:00 a.m., London
time) and (iii) for requests of Loans to be made in Sterling, by the close of
business on the Business Day telephonic notice is received by the Swing Line
Lender (so long as such request is received at or before 12:00 noon, London
time). Proceeds of Swing Line Loans in respect of telephonic notices received by
the Swing Line Lender after the time set forth in the preceding sentence shall
be made available to the applicable Borrower by 10:00 a.m. (Applicable Time) on
the next succeeding Business Day. Swing

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Line Loans shall be made available to the applicable Borrower no later than
9:30 a.m. (Applicable Time) on the date requested, in the case of a Swing Line
Loan requested pursuant to a Borrowing Request. Upon the making of each Swing
Line Loan, and without further action on the part of the Swing Line Lender or
any other Person, each Lender (other than the Swing Line Lender) shall be deemed
to have irrevocably purchased, to the extent of its Percentage, a participation
interest in such Swing Line Loan, and such Lender shall, to the extent of its
Percentage, be responsible for reimbursing the Swing Line Lender for Swing Line
Loans which have not been repaid by the relevant Borrower in accordance with the
terms of this Agreement. The Swing Line Lender shall provide to Micro a
confirmation of Swing Line Loan borrowings by facsimile or electronic mail, as
requested by Micro.

(b) If (i) any Swing Line Loan is or will be outstanding on a date when any
Borrower requests that a Revolving Loan be made, (ii) any Default shall occur
and be continuing, or (iii) at any time, and in the Swing Line Lender153s sole and
absolute discretion, then each Lender (other than the Swing Line Lender)
irrevocably agrees that it will, at the request of the Swing Line Lender, make a
Revolving Loan (which shall initially be funded as a Base Rate Loan) in an
amount equal to such Lender153s Percentage of the aggregate principal amount of
all such Swing Line Loans then outstanding and in the same currency in which
such Loans were made (such outstanding Swing Line Loans hereinafter referred to
as the “Refunded Swing Line Loans“). On or before 11:00 a.m., Applicable
Time, on the third Business Day following receipt by each Revolving Loan Lender
of a request to make Revolving Loans as provided in the preceding sentence, each
Lender shall deposit in an account specified by the Swing Line Lender the amount
so requested in same day funds and such funds shall be applied by the Swing Line
Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the
above referenced Revolving Loans the Swing Line Lender shall be deemed to have
made, in consideration of the making of the Refunded Swing Line Loans, Revolving
Loans in an amount equal to the Swing Line Lender153s Percentage of the aggregate
principal amount of the Refunded Swing Line Loans. Upon the making (or deemed
making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to
this clause, the amount so funded shall become an outstanding Revolving Loan and
shall no longer be owed as a Swing Line Loan. All interest payable with respect
to any Revolving Loans made (or deemed made, in the case of the Swing Line
Lender) pursuant to this clause shall be appropriately adjusted to reflect the
period of time during which the Swing Line Lender had outstanding Swing Line
Loans in respect of which such Revolving Loans were made. Each Lender153s
obligation to make the Revolving Loans referred to in this clause shall be
absolute and unconditional and shall not be affected by any circumstance,
including (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender, any Obligor or any
Person for any reason whatsoever; (ii) the occurrence or continuance of any
Default; (iii) any adverse change in the condition (financial or otherwise) of
any Obligor; (iv) the acceleration or maturity of any Obligations or the
termination of any Commitment after the making of any Swing Line Loan; (v) any
breach of any Loan Document by any Person; or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

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SECTION 3.2 Letter of Credit Issuance Procedures. By
delivering to the Administrative Agent an Issuance Request on or before 1:00
p.m., Applicable Time, on any Business Day occurring prior to the Commitment
Termination Date, any Borrower may from time to time request that an Issuer
issue a Letter of Credit. Each such request shall be made on not less than two
Business Days153 notice (or such shorter period as may be agreed to by the
Administrative Agent), and not less than 30 days prior to the Commitment
Termination Date. Upon receipt of an Issuance Request, the Administrative Agent
shall promptly on the same day notify the applicable Issuer (if other than
Scotia Capital) and each Lender thereof. Each Letter of Credit shall by its
terms be denominated in an Available Currency and be stated to expire (whether
originally or after giving effect to any extension) on the earlier of (its
“Stated Expiry Date“) (i) (unless otherwise agreed to by the Issuer) one
year from the date of issuance thereof or (ii) the Commitment Termination Date.
The relevant Borrower and the relevant Issuer may amend or modify any issued
Letter of Credit upon written notice to the Administrative Agent only;
provided that (A) any amendment constituting an extension of such Letter
of Credit153s Stated Expiry Date shall comply with the provisions of the
immediately preceding sentence and may be made only if the Commitment
Termination Date has not occurred and (B) any amendment constituting an increase
in the Stated Amount of such Letter of Credit shall be deemed a request for the
issuance of a new Letter of Credit and shall comply with the foregoing
provisions of this paragraph. Upon satisfaction of the terms and conditions
hereunder, the relevant Issuer will issue each Letter of Credit to be issued by
it and will make available to the beneficiary thereof the original of such
Letter of Credit.

SECTION 3.2.1 Other Lenders153 Participation. Automatically,
and without further action, upon the issuance of each Letter of Credit, each
Lender (other than the Issuer of such Letter of Credit) shall be deemed to have
irrevocably purchased from the relevant Issuer, to the extent of such Lender153s
Percentage, a participation interest in such Letter of Credit (including any
Reimbursement Obligation and any other Contingent Liability with respect
thereto), and such Lender shall, to the extent of its Percentage, be responsible
for reimbursing promptly (and in any event within one Business Day after receipt
of demand for payment from the Issuer, together with accrued interest from the
day of such demand) the relevant Issuer for any Reimbursement Obligation which
has not been reimbursed in accordance with Section 3.2.3. In addition,
such Lender shall, to the extent of its Percentage, be entitled to receive a
ratable portion of the Letter of Credit participation fee payable pursuant to
clause (a) of Section 4.3.3 with respect to each Letter of Credit
and a ratable portion of any interest payable pursuant to Sections 3.2.2
and 4.2.

SECTION 3.2.2 Disbursements. Subject to the terms and
provisions of each Letter of Credit and this Agreement, upon presentment under
any Letter of Credit to the Issuer thereof for payment, such Issuer shall make
such payment to the beneficiary (or its designee) of such Letter of Credit on
the date designated for such payment (the “Disbursement Date“). Such
Issuer will promptly notify the relevant Borrower and each of the Lenders of the
presentment for payment of any such Letter of Credit, together with notice of
the Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next
Business Day following the Disbursement Date, the relevant Borrower will
reimburse the Administrative Agent, for the account of such Issuer, for all
amounts disbursed under such Letter of Credit, together with all interest
accrued thereon since the Disbursement Date. To the extent the Administrative
Agent does not receive payment in full, on behalf of the relevant Issuer on the
Disbursement Date, the relevant Borrower153s

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Reimbursement Obligation shall accrue interest, payable on demand, at an
annual rate equal to the Reference Rate through the first Business Day following
the Disbursement Date and equal to the sum of the Reference Rate plus 0.50%
thereafter. In the event the relevant Borrower fails to notify the
Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable
Time, on the Disbursement Date that the relevant Borrower intends to pay the
Administrative Agent, for the account of such Issuer, for the amount of such
drawing with funds other than proceeds of Loans, or the Administrative Agent
does not receive such reimbursement payment from the relevant Borrower prior to
1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer
must for any reason return or disgorge such reimbursement), the Administrative
Agent shall promptly notify the Lenders, and the relevant Borrower shall be
deemed to have given a timely Borrowing Request as of the Disbursement Date for
Loans in an aggregate principal amount equal to such Reimbursement Obligation
and the Lenders (other than the relevant Issuer) shall, on the terms and subject
to the conditions of this Agreement (including, without limitation, Sections
6.1 and 6.2), make Loans in the amount of such Reimbursement
Obligation as provided in Section 3.1; provided that for the
purpose of determining the availability of any unused Total Commitment Amount
immediately prior to giving effect to the application of the proceeds of such
Loans, such Reimbursement Obligation shall be deemed not to be outstanding at
such time. In the event that the conditions precedent to any Loans deemed
requested by the relevant Borrower as provided in the preceding sentence shall
not be satisfied at the time of such deemed request, each Lender (including the
relevant Issuer) shall pay to the Administrative Agent, as funding of its
participation interest pursuant to Section 3.2.1 in the related Letter of
Credit, its Percentage of the related Reimbursement Obligation, and the
Administrative Agent shall promptly pay to the relevant Issuer the amounts so
received by it from the Lenders. If a Lender makes a payment pursuant to this
subsection to reimburse an Issuer in respect of any Reimbursement Obligation
(other than by funding Loans as contemplated above), (i) such payment will not
constitute a Loan and will not relieve the relevant Borrower of its
Reimbursement Obligation and (ii) such Lender will be subrogated to its pro rata
share of the relevant Issuer153s claim against such Borrower for payment of such
Reimbursement Obligation.

SECTION 3.2.3 Reimbursement. The obligation (the
“Reimbursement Obligation“) of the relevant Borrower under Section
3.2.2 to reimburse the relevant Issuer with respect to each disbursement
under a Letter of Credit (including interest thereon), and, upon the failure of
the relevant Borrower to reimburse such Issuer, the obligation of each Lender to
reimburse such Issuer, shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the relevant Borrower or such Lender, as the case may be, may have
or have had against the relevant Issuer or any Lender, including any defense
based upon the failure of any disbursement under a Letter of Credit to conform
to the terms of the applicable Letter of Credit (if, in the relevant Issuer153s
good faith opinion, such disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
Letter of Credit; provided that nothing herein shall require the relevant
Borrower or such Lender, as the case may be, to reimburse an Issuer for any
wrongful disbursement made by such Issuer under a Letter of Credit as a result
of acts or omissions finally determined by a court of competent jurisdiction to
constitute gross negligence or willful misconduct on the part of such Issuer.

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SECTION 3.2.4 Deemed Disbursements. Upon the occurrence and
during the continuation of any Event of Default of the type described in
Section 9.1.8 or, with notice from the Administrative Agent given at the
direction of the Required Lenders, upon the occurrence and during the
continuation of any other Event of Default, an amount equal to the then
aggregate amount of all Letters of Credit which are undrawn and available under
all issued and outstanding Letters of Credit shall, without demand upon or
notice to any Borrower, be deemed to have been paid or disbursed by the Issuer
under such Letters of Credit (notwithstanding that such amount may not in fact
have been so paid or disbursed) and the Borrowers shall be immediately obligated
to pay to the Issuer of each Letter of Credit an amount equal to such amount.
Any amounts so payable by the relevant Borrower pursuant to Section 3.2.4
shall be deposited in cash with the Administrative Agent and held in trust (for
the sole benefit of the relevant Issuer and the Lenders) for payment of the
Obligations arising in connection with such Letters of Credit. If such Event of
Default shall have been cured or waived (provided that no other Default
has occurred and is continuing and the Obligations have not been accelerated
pursuant to Section 9.2 or 9.3), the Administrative Agent shall
promptly return to the relevant Borrower all amounts deposited by it with the
Administrative Agent pursuant to this Section 3.2.4 (together with
accrued interest thereon at the Administrative Agent153s Cost of Funds or such
other interest rate based upon a cash equivalent investment (in the form of
obligations issued by or guaranteed by the U.S. government, commercial paper of
a domestic corporation rated A-1 by S&P or a comparable rating from another
nationally recognized rating agency or certificates of deposit of a U.S. or
Canadian bank with (x) a credit rating of Aa or better by S&P or a
comparable rating from another nationally recognized rating agency and (y) a
combined capital and surplus greater than $250,000,000) which is agreed to
between the relevant Issuer and the relevant Borrower), net of any amount (which
may include accrued interest) applied to the payment of any Obligations with
respect to the Letters of Credit.

SECTION 3.2.5 Nature of Reimbursement Obligations. Each
Borrower and, to the extent set forth in Section 3.2.1, each Lender shall
assume all risks of the acts, omission or misuse of any Letter of Credit by the
beneficiary thereof. No Issuer or any Lender (except to the extent of its own
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction) shall be responsible for:

(a) the form, validity, sufficiency, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the application for an
issuance of a Letter of Credit, even if it should in fact prove to be in any or
all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b) the form, validity, sufficiency, accuracy, genuineness or legal effect of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or the proceeds thereof in
whole or in part, which may prove to be invalid or ineffective for any reason;

(c) failure of the beneficiary to comply fully with conditions required in
order to demand payment under a Letter of Credit; provided that if a
payment is made pursuant to such Letter of Credit when a beneficiary has failed
to comply with the conditions therefor and such failure to comply is manifest on
the face of such Letter of Credit or the documents submitted by the beneficiary
in connection therewith, the relevant Borrower

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shall be required to indemnify the Issuer in connection therewith only if,
and to the extent, the relevant Borrower or any of its Subsidiaries has received
the benefit of such payment on such Letter of Credit by one or more of their
obligations being satisfied, either in whole or in part;

(d) errors, omissions, interruptions or delays in transmission or delivery of
any messages, by mail, telecopy or otherwise; or

(e) any loss or delay in the transmission or otherwise of any document or
draft required in order to make a disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of
the rights or powers granted to any Issuer or any Lender hereunder. In
furtherance and extension and not in limitation or derogation of any of the
foregoing (but subject to the limitations set forth in clause (c)
above), any action taken or omitted to be taken by an Issuer in good faith (and
not constituting gross negligence or willful misconduct as finally determined by
a court of competent jurisdiction) shall be binding upon the relevant Borrower
and each Lender, and shall not put such Issuer under any resulting liability to
any Borrower or any Lender.

SECTION 3.2.6 Ineligible Currencies. Notwithstanding any
other provision contained in this Agreement, if, at any time prior to the
Commitment Termination Date, the Administrative Agent determines that the
Available Currency in which a Letter of Credit has been issued is an Ineligible
Currency, then the Administrative Agent may (in its sole discretion) at any time
notify the relevant Borrower of the same, and the Administrative Agent shall
then promptly notify each other Lender. Such relevant Borrower shall use
reasonable efforts to cause the beneficiary of such Letter of Credit to accept a
substitution for such Letter of Credit with another Letter of Credit in an
Available Currency acceptable to such Borrower and the relevant Issuer.

SECTION 3.2.7 Existing Letters of Credit. On the Effective
Date, the Existing Letters of Credit shall automatically and without any action
on the part of any Person, become Letters of Credit hereunder issued, in each
case, for the account of the relevant Borrower identified on Schedule
III.

ARTICLE IV

PRINCIPAL, INTEREST, AND FEE PAYMENTS

SECTION 4.1 Loan Accounts, Notes, Payments, and
Prepayments. The Outstanding Credit Extensions shall be evidenced by
one or more loan accounts or records maintained by the Administrative Agent
which loan accounts or records shall be conclusive evidence, absent manifest
error, of the amount of those Outstanding Credit Extensions and the interest and
principal payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the Obligations of the relevant
Borrower under the Loan Documents to pay any amount owing with respect to the
Obligations. Upon the request of any Lender made at any time through the
Administrative Agent, the relevant Borrower shall promptly execute and deliver
to that Lender a Note to evidence Loans made by that Lender to the relevant
Borrower.

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SECTION 4.1.1 Repayments and Prepayments of Loans. The
relevant Borrower shall make all payments and prepayments of each Loan made to
it in the Available Currency in which it was originally denominated and shall
repay in full the unpaid principal amount of each Loan outstanding to it at the
Maturity thereof. Before that Maturity:

(a) the relevant Borrower may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the outstanding principal amount
of any Revolving Loan; provided that:

(i) any such prepayment of any Revolving Loan shall be allocated to each
Lender pro rata according to such Lender153s Percentage of the Revolving Loans so
prepaid;

(ii) any such prepayment of any Revolving Loan made on any day other than the
last day of the Interest Period then applicable to such Revolving Loan shall be
subject to Section 5.4;

(iii) all such voluntary prepayments shall require prior notice to the
Administrative Agent of at least three but no more than five Business Days; and

(iv) all such voluntary prepayments shall, if other than a prepayment in
whole, be in an aggregate minimum amount of $5,000,000 and an integral multiple
of $1,000,000;

(b) the relevant Borrower may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the outstanding principal amount
of any Swing Line Loan; provided that:

(i) all such voluntary prepayments shall require telephonic notice to the
Swing Line Lender on or before 1:00 p.m., Applicable Time, on the day of such
prepayment (such notice to be confirmed in writing on or prior to the next
Business Day thereafter); and

(ii) all such voluntary partial prepayments shall be in an aggregate minimum
amount of $500,000 (or the then outstanding principal amount of Swing Line
Loans, if less) and an integral multiple of $100,000 (or the then outstanding
principal amount of Swing Line Loans, if less).

(c) The Administrative Agent shall determine if the aggregate Outstanding
Credit Extensions of all the Lenders exceed the Total Commitment Amount (i) at
the end of each Fiscal Period and (ii) on the date of each request for a Credit
Extension (excluding any request submitted in respect of any continuation of any
Borrowing previously made hereunder), and promptly thereafter : and in any
event, in respect of any determination made pursuant to clause (ii)
above, prior to the proposed date of such requested Credit Extension : Micro
shall (or shall cause the other Borrowers to) make a mandatory prepayment of the
outstanding principal amount of such Revolving Loans or Swing Line Loans (or
both) as Micro may select in an amount equal to such excess, such

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prepayment to be allocated to the Lenders in the manner set forth in
clause (a)(i) above); and

(d) Micro shall (and shall cause the other relevant Borrowers to), on each
date when any reduction or termination in the Total Commitment Amount shall
become effective, including pursuant to Section 2.2, make a mandatory
prepayment of all Revolving Loans equal to the excess, if any, of the then
aggregate Outstanding Credit Extensions of all the Lenders over the Total
Commitment Amount as so reduced, such prepayment to be allocated to the Lenders
in the manner set forth in clause (a)(i) above.

SECTION 4.1.2 Change in Control. Promptly, and in any event
within two Business Days, following a Change in Control or, in the case of a
“Change in Control” of the type described in clause (a) of such
definition, within two Business Days following the date on which Micro or any
other Obligor is provided with the relevant Schedule 13D or Schedule 13G filing,
Micro shall provide notice (a “Change in Control Notice“) thereof to the
Administrative Agent (which the Administrative Agent shall promptly distribute
to the Lenders) which notice shall (i) describe such event in reasonable detail
and (ii) offer to prepay all outstanding Loans of each Lender and cash
collateralize all outstanding Letters of Credit of each Issuer, which prepayment
or cash collateralization shall occur (referred to as the “Settlement
Date“) on or before the 30^th Business Day following such Change
in Control Notice. In such Change in Control Notice, Micro may request that the
Lenders waive such right to prepayment (or, in the case of any Issuers, such
right of cash collateralization) and continue as a Lender (or Issuer, as the
case may be) hereunder. Any Lenders or Issuers which, in their sole and absolute
discretion, determine to continue in such capacities hereunder (by notice to
Micro no later than the 10^th Business Day before such Settlement
Date) shall continue to provide loans and letters of credit in an amount equal
to their respective Commitment and Letter of Credit Commitment, as in effect
immediately prior to such Change in Control. Lenders or Issuers that do not
consent to continue as Lenders or Issuers, as the case may be, hereunder shall
have all their respective commitments cancelled, regardless of the percentage of
consenting Lenders and all such Lenders outstanding Loans shall be repaid, and
all their respective Letter of Credit Obligations shall be cash collateralized
no later than the Settlement Date. On or promptly following the Settlement Date,
the Administrative Agent shall distribute to the Borrowers and the Lenders a
schedule of the Percentages after giving effect to the foregoing. The resulting
Commitments of any Lenders agreeing to waive its right of prepayment following a
Change in Control shall be binding on such Lender, notwithstanding that the
previously existing Total Commitment Amount may have been reduced as a result of
the foregoing terms.

SECTION 4.2 Interest Provisions. Each Loan shall bear
interest from and including the day when made until (but not including) the day
such Loan shall be paid in full, and such interest shall accrue and be payable
in accordance with this Section 4.2.

SECTION 4.2.1 Rates. Subject to Sections 4.2.2 and
5.1, each Revolving Loan shall bear an annual rate of interest, during
each Interest Period applicable thereto, equal to the sum of (i) the LIBO Rate
for such Interest Period, (ii) the Applicable Margin, plus (iii) Mandatory Costs
(if any); provided that, Swing Line Loans shall always accrue interest at
the Alternate Base Rate plus the then effective Applicable Margin.

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SECTION 4.2.2 Post-Maturity Rates. After the date any
principal amount of any Loan is due and payable (whether at Maturity, upon
acceleration or otherwise), or after any other monetary Obligation of Micro or
any other Borrower shall have become due and payable, Micro or each such other
Borrower shall pay, but only to the extent permitted by law, interest (after as
well as before judgment) on such amounts at an annual rate equal to the
Reference Rate plus 2%.

SECTION 4.2.3 Continuation Elections. The relevant Borrower
may from time to time by delivering a Continuation Notice to the Administrative
Agent on or before 1:00 p.m., Applicable Time, on a Business Day, irrevocably
elect, on not less than three nor more than five Business Days153 notice, that
all, or any portion in an aggregate minimum amount of $5,000,000 and an integral
multiple of $1,000,000 of the LIBO Rate Loans, be continued for one or more new
Interest Periods; provided that:

(a) in the absence of delivery of a Continuation Notice with respect to any
Loan, at least three Business Days (but not more than five Business Days) before
the last day of the then current Interest Period with respect thereto, that Loan
shall, on such last day, automatically continue for a new Interest Period having
a duration equal to the original duration of the then expiring Interest Period;
and

(b) no portion of the outstanding principal amount of any Loans may be
continued with an Interest Period longer than one month while any Default has
occurred and is continuing.

SECTION 4.2.4 Payment Dates. Interest accrued on each Loan
shall be payable, without duplication, in the Available Currency in which it is
denominated:

(a) on the Commitment Termination Date;

(b)(i) on the date of any payment or prepayment, in whole or in part, of
principal outstanding on such Loan (but only on the principal amount so paid or
prepaid) and (ii) in the case of any Swing Line Loan outstanding for more than
30 days, on the 31^st day following the making of such Swing Line Loan
and each 30 day period thereafter;

(c) in the case of LIBO Rate Loans, on the last day of each applicable
Interest Period (and, if such Interest Period shall exceed three months, on each
three month anniversary of the date of the commencement of such Interest
Period); and

(d) on that portion of any Loans which is accelerated pursuant to Section
9.2 or 9.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such Loans or other
Obligations are due and payable (whether on the Commitment Termination Date,
upon acceleration or otherwise) shall be payable upon demand.

SECTION 4.2.5 Interest Rate Determination. The
Administrative Agent and, if and when applicable, the Reference Lenders shall,
in accordance with each of their customary practices, attempt to determine the
relevant interest rates applicable to each Loan requested to be

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made pursuant to each Borrowing Request duly completed and delivered by a
Borrower, and, if and when applicable, each Reference Lender agrees to furnish
the Administrative Agent timely information for the purpose of determining the
LIBO Rate. If any Reference Lender fails, if and when applicable, to timely
furnish such information to the Administrative Agent for any such interest rate,
the Administrative Agent shall determine such interest rate on the basis of the
information shared by the other Reference Lender.

SECTION 4.2.6 Additional Interest on Loans. For so long as
the cost to a Lender of making or maintaining its LIBO Rate Loans is increased
as a result of any imposition or modification after the date of this Agreement
of any reserve required to be maintained by such Lender against Eurocurrency
Liabilities (or any other category of liabilities which includes deposits by
reference to which the interest rate on Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of such Lender to United States residents but not duplicating any
requirement included in the calculation of Mandatory Costs), then such Lender
may require the relevant Borrower to pay, contemporaneously with each payment of
interest on any of its LIBO Rate Loans, additional interest on such Loan of such
Lender at a rate per annum up to but not exceeding the excess of (i) (A) the
applicable LIBO Rate divided by (B) one minus the LIBOR Reserve Percentage over
(ii) the applicable LIBO Rate. Any Lender wishing to require payment of such
additional interest shall so notify Micro and the Administrative Agent (which
notice shall set forth the amount (as determined by such Lender) to which such
Lender is then entitled under this Section 4.2.6 (which amount shall be
consistent with such Lender153s good faith estimate of the level at which the
related reserves are maintained by it and which determination shall be
conclusive and binding for all purposes, absent demonstrable error) and shall be
accompanied by such information as to the computation set forth therein as Micro
may reasonably request), in which case such additional interest on the LIBO Rate
Loans of such Lender shall be payable on the last day of each Interest Period
thereafter (commencing with the Interest Period beginning at least three
Business Days after the giving of such notice) to such Lender at the place
indicated in such notice. Each Lender that receives any payment in respect of
increased costs pursuant to this Section 4.2.6 shall promptly notify
Micro of any change with respect to such costs which affects the amount of
additional interest payable pursuant to this section in respect thereof.

SECTION 4.3 Fees. Each Borrower agrees to pay the fees
applicable to it set forth in this Section 4.3. All such fees shall be
nonrefundable and shall be paid in Dollars to the Administrative Agent, each
Lender or the relevant Issuer, as the case may be, at its office specified for
such purpose on the signature pages hereof.

SECTION 4.3.1 Administration Fees. Coordination Center and
Micro, jointly and severally, agree to pay directly to the Administrative Agent,
for its own account, an annual administration fee in the amounts and on the
dates set forth in the Fee Letters.

SECTION 4.3.2 Commitment Fees. The Initial Borrowers,
jointly and severally, agree to pay to the Administrative Agent for the account
of each Lender (including, any portion thereof when the Lenders may not extend
any Credit Extensions by reason of the inability of the Borrowers to satisfy any
condition of Section 6.1 or 6.2) (a) for each day during the
period commencing on the Effective Date and continuing through and including the
six month anniversary of the Effective Date, a commitment fee (the
“Commitment Fee“) to each Lender on

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the unused portion of its Credit Commitment Amount on such day at the rate
set forth in Pricing Level III and (b) for each day thereafter, until but
excluding the Commitment Termination Date, a Commitment Fee to each Lender on
the unused portion of its Credit Commitment Amount on each day at the rate per
annum determined in accordance with the following procedure; provided
that, the making of Swing Line Loans shall not constitute usage of the
Commitment for purposes of calculating Commitment Fees to be paid by the
Borrowers to the Lenders:

(1) If the Pricing Level set forth opposite the Leverage Ratio is the same as
the Pricing Level set forth opposite the applicable Credit Rating, then the
Commitment Fee for that Pricing Level shall be the Commitment Fee.

(2) If the Pricing Level set forth opposite the Leverage Ratio differs by one
Pricing Level from the Pricing Level set forth opposite the applicable Credit
Rating, then the Commitment Fee for the lower numbered Pricing Level of the two
shall be the Commitment Fee.

(3) If the Pricing Level set forth opposite the Leverage Ratio differs by
more than one Pricing Level from the Pricing Level set forth opposite the
applicable Credit Rating, then the Commitment Fee shall be determined by
reference to the Pricing Level that is numerically one Pricing Level below the
higher numbered of the two applicable Pricing Levels.

Pricing Level		Credit Rating		Leverage Ratio		Commitment Fee
Level I		Higher than or equal to BBB+ or Baa1		Less than .50		0.150%
Level II		BBB or Baa2		Greater than or equal to .50, but less than 1.00		0.175%
Level III		BBB- or Baa3		Greater than or equal to 1.00, but less than 2.00		0.225%
Level IV		BB+ or Ba1		Greater than or equal to 2.00, but less than 3.00		0.300%
Level V		BB or Ba2		Greater than or equal to 3.00, but less than 3.50		0.375%
Level VI		Lower than or equal to BB- or Ba3		Greater than or equal to 3.50		0.450%

Such Commitment Fee shall be determined from time to time by the
Administrative Agent and shall be payable by the Initial Borrowers in arrears on
each Quarterly Payment Date and on the Commitment Termination Date. If the
Credit Ratings assigned by S&P and Moody153s fall into

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different Pricing Levels, then the applicable Pricing Level shall be
determined by reference to the lower of the two Credit Ratings.

Subject to Section 4.4, the applicable Leverage Ratio shall be the Leverage
Ratio for the Fiscal Period most recently ended prior to such day for which
financial statements and reports have been received by the Administrative Agent
pursuant to Section 8.1.1(a) or (b), as set forth in (and
effective upon delivery by Micro to the Administrative Agent of) the related new
Compliance Certificate pursuant to Section 8.1.1(d).

Notwithstanding the foregoing, (a) for so long as an Event of Default has
occurred and is continuing the applicable Pricing Level shall be Level VI and
(b) if Micro shall fail to deliver a Compliance Certificate required to be
delivered pursuant to Section 8.1.1(d) within 60 days after the end of
any of its fiscal quarters (or within 90 days, in the case of the last fiscal
quarter of its Fiscal Year), the applicable Pricing Level from and including the
61st (or 91st, as the case may be) day after the end of such fiscal quarter (or
Fiscal Year, as the case may be) to but not including the date Micro delivers to
the Administrative Agent a quarterly Compliance Certificate shall be Level VI.

SECTION 4.3.3 Letter of Credit Fees.

(a) The applicable Borrower agrees to pay to the Administrative Agent for the
account of each Lender (including the relevant Issuer) a Letter of Credit
participation fee (the “Letter of Credit Fee“) equal to each Lender153s
Percentage of the average daily Stated Amount of each Letter of Credit during
the applicable period multiplied by the Applicable Margin then in effect for
LIBO Rate Loans. Such participation fee shall accrue from the date of issuance
of any Letter of Credit until the date such Letter of Credit is drawn in full or
terminated, and shall be payable in arrears on each Quarterly Payment Date and
on the date that the Commitments terminate in their entirety.

(b) The applicable Borrower agrees to pay to the Administrative Agent for the
account of the Issuer of each Letter of Credit a Letter of Credit fronting fee
at the rate set forth in the Fee Letters (or, in the case of an Issuer other
than Scotia Capital, as separately agreed between Micro and such Issuer) during
the applicable period, such fee to be payable for the account of the relevant
Issuer in quarterly installments in arrears on each Quarterly Payment Date and
on the date that the Commitments terminate in their entirety. Micro agrees to
reimburse each Issuer, on demand, for all usual out-of-pocket costs and expenses
incurred in connection with the issuance or maintenance of any Letter of Credit
issued by such Issuer.

(c) The Administrative Agent shall pay to each Lender and each Issuer fees
paid for its account under clause (a) or (b) above promptly after
receipt by the Administrative Agent.

SECTION 4.4 Rate and Fee Determinations. Interest on each
Loan shall be computed on the basis of a year consisting of 360 days (or 365 or
366, as the case may be, for Loans denominated in Sterling) and fees shall be
computed on the basis of a year consisting of 365 or 366 days, as the case may
be, in each case paid for the actual number of days elapsed, calculated

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as to each period from and including the first day thereof to but excluding
the last day thereof. All determinations by the Administrative Agent of the rate
of interest payable with respect to any Loan shall be conclusive and binding in
the absence of demonstrable error. The Borrowers acknowledge that the Lenders
have agreed to the amount of the Applicable Margin and Commitment and Letter of
Credit fees payable under the Loan Documents based upon, among other things, the
delivery by the Obligors pursuant to Section 8.1.1 of accurate and actual
reporting of results of operation, and that the financial covenant ratios set
forth in a Compliance Certificate shall only be treated by the Lenders as
presumptive evidence of such actual results. If the actual Leverage Ratio for
any period is higher than that set forth in a Compliance Certificate for such
period, then the amount of interest and Commitment and Letter of Credit fees
owing for such period shall be established by reference to the actual Leverage
Ratio , and not the ratio set forth in the Compliance Certificate. Promptly, and
in any event within thirty days, following the earlier of (i) any Borrower153s
receipt of a notice from the Administrative Agent pursuant to this clause or
(ii) any Borrower153s knowledge that the Leverage Ratio for a particular period
was higher than that reported in the Compliance Certificate for such period, the
Borrowers shall pay to the Administrative Agent all unpaid interest and
Commitment and Letter of Credit fees for such period based upon the actual
Leverage Ratio. In no event shall the Lenders be required to rebate interest or
Commitment and Letter of Credit fees paid by any Borrower, and the payment of
incremental interest and fees pursuant to this clause shall not impair (and is
without limitation of) the other rights and remedies of the Lenders under the
Loan Documents.

ARTICLE V

CERTAIN PAYMENT PROVISIONS

SECTION 5.1 Illegality; Currency Restrictions.

(a) If, as the result of any Regulatory Change, any Lender shall determine
(which determination shall, in the absence of demonstrable error, be conclusive
and binding on each Borrower), that it is unlawful for such Lender to make any
Loan, issue any Letter of Credit, or continue any Loan previously made by it
hereunder in respect of the LIBO Rate, as the case may be, the obligations of
such Lender to make any such Loan, issue any such Letter of Credit, or continue
any such Loan in respect of the LIBO Rate, as the case may be, shall, upon the
giving of notice thereof to the Administrative Agent, Micro, and any other
applicable Borrower, forthwith be suspended and each applicable Borrower shall,
if requested by such Lender and if required by such Regulatory Change, on such
date as shall be specified in such notice, prepay to such Lender in full all of
such Loans or convert all of such Loans into a Cost of Funds Rate Loan that is
not unlawful, in each case on the last day of the Interest Period applicable
thereto (unless otherwise required by applicable law) and without any penalty
whatsoever (but subject to Section 5.4); provided that such Lender
shall make as Cost of Funds Loans all Loans that such Lender would otherwise be
obligated to make Loans at the LIBO Rate and convert into or continue as Cost of
Funds Loans all Loans that such Lender would otherwise be required to convert
into or continue as Loans at the LIBO Rate, in each case during the period any
such suspension is effective. Such suspension shall continue to be effective
until such Lender shall notify the Administrative Agent and Micro that the
circumstances causing such suspension no longer exist, at which time the
obligations of

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such Lender to make any such Loan, issue any Letter of Credit, or continue
any Loan, as the case may be, shall be reinstated.

(b) If any central bank or other governmental authorization in the country of
the proposed Available Currency of any proposed Loan is required to permit the
use of such Available Currency by a Lender (through its Lending Office) for such
Loan and such authorization has not been obtained (provided that such
Lender has used reasonable endeavors to obtain such authorization) or is not in
full force and effect, the obligation of such Lender to provide such Loans shall
be suspended so long as such authorization is required and has not been obtained
by such Lender.

SECTION 5.2 Deposits Unavailable.

(a) If, before the date on which all or any portion of any Revolving Loan
bearing interest in respect of the LIBO Rate is to be made, maintained, or
continued the Administrative Agent shall have determined (which determination
shall be conclusive and binding), with respect to that Loan that:

(i) deposits in the relevant amount and the relevant Available Currency and
for the relevant Interest Period are available, if and when applicable, to none
of the Reference Lenders in the relevant market, or

(ii) by reason of circumstances affecting the London interbank market
adequate means do not exist for ascertaining the interest rate applicable under
this Agreement in respect of the relevant LIBO Rate,

then, upon notice from the Administrative Agent to Micro and the Lenders, the
obligations of the Lenders to make or continue any Loan bearing interest in
respect of the LIBO Rate in such Available Currency under Sections 3.1
and 4.2.3 shall forthwith be suspended until the Administrative Agent
shall notify Micro and the Lenders that the circumstances causing such
suspension no longer exist.

(b) If a notification under this Section 5.2 applies to a Loan which
is outstanding and that is not going to be converted at the end of its Interest
Period to another Available Currency for which the LIBO Rate is available, then,
notwithstanding any other provision of this Agreement:

(i) within five Business Days of receipt of the notification, the Borrowers
and the Administrative Agent shall enter into negotiations for a period of not
more than 30 days with a view to agreeing an alternative basis for determining
the rate of interest and/or funding applicable to that Loan at the end of its
applicable Interest Period;

(ii) any alternative basis agreed under clause (i) above shall be,
with the prior consent of all the Lenders, binding on all of the Obligors and
Lender Parties;

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(iii) if no alternative basis is agreed, each Lender shall (through the
Administrative Agent) certify on or before the last day of the Interest Period
to which the notification relates an alternative basis for maintaining its
participation in that Loan;

(iv) any such alternative basis may include an alternative method of fixing
the interest rate, alternative Interest Periods or alternative currencies but it
must reflect the cost to the Lender of funding its participation in the Loan
from whatever sources it may select plus the Applicable Margin; and

(v) each alternative basis so certified shall be binding on the Obligors and
the certifying Lender and treated as part of this Agreement.

SECTION 5.3 Increased Credit Extension Costs, etc. Each
Borrower agrees to reimburse each Lender within 30 days after any demand for any
increase in the cost to such Lender of, or any reduction in the amount of any
sum receivable by such Lender in respect of, making, maintaining, participating,
issuing or extending (or of its obligation to make, maintain, participate, issue
or extend) any Credit Extension to the extent such increased cost or reduced
amount is due to a Regulatory Change. Such Lender shall provide to the
Administrative Agent and the relevant Borrower a certificate stating, in
reasonable detail, the reasons for such increased cost or reduced amount and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the relevant
Borrower directly to such Lender upon its receipt of such notice, and such
notice shall be rebuttable, presumptive evidence of the additional amounts so
owing. In determining such amount, such Lender shall act reasonably and in good
faith and may use any method of averaging and attribution that it customarily
uses for its other borrowers with a similar credit rating as Micro. Such Lender
may demand reimbursement for such increased cost or reduced amount only for the
360-day period immediately preceding the date of such written notice, and such
Borrower shall have liability only for such period; provided that if such
Regulatory Change giving rise to such increased cost is retroactive, then the
360-day period referred to in the previous clause shall be extended to include
the period of retroactive effect thereof, but in any case, not prior to the date
such Lender became a party to this Agreement.

SECTION 5.4 Funding Losses. If any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make, continue, or extend any portion of the principal amount of any LIBO
Rate Loan) as a result of:

(a) any repayment or prepayment of the principal amount of any LIBO Rate Loan
on a date other than the scheduled last day of the Interest Period whether
pursuant to Section 4.1.1 or otherwise;

(b) any conversion of the currency of any LIBO Rate Loan on a date other than
the scheduled last day of the Interest Period; or

(c) any LIBO Rate Loan not being made, continued, or converted in accordance
with the Credit Extension Request therefor in the case of any Credit

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Extension Request as a consequence of any action taken, or failed to be
taken, by any Obligor,

then, upon the written notice of such Lender to the relevant Borrower (with a
copy to the Administrative Agent), such Borrower shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall be rebuttable presumptive evidence of the amount of any such loss
or expense that has been so incurred.

SECTION 5.5 Increased Capital Costs. If any Regulatory
Change affects or would affect the amount of capital required or expected to be
maintained by any Lender or any Person controlling such Lender, and such Lender
determines (in its sole and absolute discretion) that the rate of return on its
or such controlling Person153s capital as a consequence of its participation in
this Agreement or the making, continuing, participating in or extending of any
Credit Extension is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case, upon the relevant Borrower153s receipt of
written notice thereof from such Lender (with a copy to the Administrative
Agent), such Borrower shall pay directly to such Lender additional amounts
sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return. A statement of such Lender as to any such
additional amounts (including calculations thereof in reasonable detail) shall
be rebuttable, presumptive evidence of the additional amounts so owing. In
determining such amount, such Lender may use any method of averaging and
attribution that it shall deem applicable. Such Lender may demand payment for
such additional amounts that have accrued only during the 360-day period
immediately preceding the date of such written notice and such Borrower shall
have liability only for such period; provided that, if such Regulatory
Change giving rise to such reduced rate of return is retroactive, then the
360-day period referred to in the previous clause shall be extended to include
the period of retroactive effect thereof, but in any case, not prior to the date
such Lender became a party to this Agreement.

SECTION 5.6 Discretion of Lenders as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, the Lenders
shall be entitled to fund and maintain their funding of all or any part of their
Loans and other Credit Extensions in any manner they elect, it being understood,
however, that for the purposes of this Agreement all determinations hereunder
with respect to a Loan shall be made as if each Lender had actually funded and
maintained each Loan through its Lending Office and through the purchase of
deposits having a maturity corresponding to the maturity of such Loan. Any
Lender may, if it so elects, fulfill any commitment or obligation to make or
maintain Loans or other Credit Extensions by causing a branch or affiliate to
make or maintain such Loans or other Credit Extensions; provided that, in
such event, such Loans or other Credit Extensions shall be deemed for the
purposes of this Agreement to have been made by such Lender through its
applicable Lending Office, and the obligation of a Borrower to repay such Loans
shall nevertheless be to such Lender at its Lending Office and shall be deemed
held by such Lender through its applicable Lending Office, to the extent of such
Loan, for the account of such branch or affiliate. Notwithstanding the foregoing
or the fact that different Affiliates for a Lender under this Agreement may have
executed this Agreement or the Lender Assignment Agreement by which it has
become a Lender under this

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Agreement, all of those Lending Offices and signatories shall be treated
under the Loan Documents as but one Lender for purposes of calculations of
Percentage, Commitment, Required Lenders, and modifications, amendments,
waivers, consents, and approvals under Section 11.1 and other provisions
of the Loan Documents.

SECTION 5.7 Taxes.

(a) All payments by any Obligor of principal of, and interest and fees on,
any Credit Extension and all other amounts payable hereunder or under any other
Loan Document shall be made free and clear of and without deduction for any
present or future income, excise, stamp or franchise taxes, and other taxes,
fees, duties, withholdings, or other charges of any nature whatsoever imposed by
any taxing authority with respect to such payments, but excluding (i) franchise
taxes and taxes imposed on or measured by any Lender Party153s gross or net
income, profits, or receipts, in each case imposed (A) by any taxing authority
under the laws of which such Lender Party is organized or in which it maintains
its applicable Lending Office or (B) by reason of a present or former connection
between the jurisdiction imposing such tax and such Lender Party or one of its
applicable lending offices other than a connection arising solely from such
Lender Party having executed, delivered or performed its obligations under, or
received payment under or enforced, this Agreement or any of the other Loan
Documents; (ii) taxes imposed under FATCA and (iii) in the case of a Lender
Party, U.S. federal withholding taxes imposed on amounts payable to or for the
account of such Lender Party with respect to an applicable interest in the
Credit Extension pursuant to a law in effect on the date on which (i) such
Lender Party acquires such interest in the Credit Extension or (ii) such Lender
Party changes its applicable Lending Office, except in each case to the extent
that, pursuant to this Section 5.7, amounts with respect to such taxes
were payable either to such Lender Party153s assignor immediately before such
Lender Party became a party hereto or to such Lender Party immediately before it
changed its applicable Lending Office (such non-excluded items being called
“Taxes“) except to the extent required by law. In the event that any
withholding or deduction from any payment to be made by any Obligor hereunder is
required in respect of any Taxes pursuant to any applicable law, rule, or
regulation, then such Obligor will:

(i) pay directly to the relevant authority the full amount required to be so
withheld or deducted;

(ii) promptly forward to the relevant Lender Party an official receipt or
other documentation satisfactory to such Lender Party evidencing such payment to
such authority; and

(iii) pay directly to the relevant Lender Party for its own account such
additional amount or amounts as is or are necessary to ensure that the net
amount actually received by such Lender Party will equal the full amount such
Lender Party would have received had no such withholding or deduction been
required.

(b) Moreover, if any Taxes are directly asserted against any Lender Party
with respect to any payment received by such Lender Party hereunder, such Lender
Party may

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pay such Taxes and the relevant Obligor will promptly pay such additional
amounts (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Lender Party after the payment of such
Taxes (including any Taxes on such additional amount) shall equal the amount
such Lender Party would have received had not such Taxes been asserted.

(c) If the relevant Obligor fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the relevant Lender Parties
entitled thereto the required receipt or other required documentary evidence,
such Obligor shall indemnify such Lender Parties for any incremental Taxes,
interest or penalties that may become payable by any Lender Party as a result of
any such failure.

(d) The following provisions govern exceptions to the tax indemnification
provisions of this Section 5.7 and related matters.

(i) In respect of its Credit Extensions to Micro, (A) each Lender Party
organized under the laws of a jurisdiction outside the United States : on or
before the date of its execution and delivery of this Agreement (if an original
signatory to this Agreement) or the date on which it otherwise becomes a Lender
Party, on or before the date of any change in its Lending Office, and from time
to time thereafter if requested in writing by Micro (but only so long as and to
the extent that Lender Party remains lawfully able to do so) : shall provide
Micro and the Administrative Agent with one of the following: (I) two duly
completed originals of either (1) Internal Revenue Service Form W-8BEN claiming
eligibility of such Lender Party for the benefit of an exemption from United
States withholding tax under an income tax treaty to which the United States is
a party or (2) Internal Revenue Service Form W-8ECI, or in either case an
applicable successor form; (II) in the case of a Lender Party who is not legally
entitled to deliver either form listed in clause (i)(A) but is the
beneficial owner of the Credit Extension, (1) a certificate to the effect that
such Lender Party is not (x) a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, (y) a “10 percent shareholder” of the Obligor within the meaning of
Section 881(c)(3)(B) of the Code or (z) a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(A) of the Code (such certificate an “Exemption Certificate“)
and (2) two duly completed originals of Internal Revenue Service Form W-8BEN or
applicable successor form; and (III) in the case of a Lender Party who is not
the beneficial owner, two duly completed originals of Internal Revenue Service
Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal
Revenue Service Form W-8BEN, an Exemption Certificate, Internal Revenue Service
Form W-9, and/or other certification documents from each beneficial owner, as
applicable and (B) each Lender Party who is a Non-Exempt U.S. Person, on or
before the date of its execution and delivery of this Agreement (if an original
signatory to this Agreement) or the date on which it becomes a Lender Party, on
or before the date of any change in its Lending Office, and from time to time
thereafter if requested in writing by Micro (but only so long as that Lender
Party remains lawfully able to do so), shall provide Micro

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and the Administrative Agent with two duly completed copies of Internal
Revenue Service Form W-9.

(ii) A Lender Party is not entitled to indemnification under this Section
5.7 with respect to the applicable Taxes for any period during which the
Lender Party has failed to provide Micro and the Administrative Agent with the
applicable U.S. Internal Revenue Service form if required under clause
(i) above or is unable, as a matter of law, to provide such a form (unless
that failure or inability is due to a change in treaty, law, or regulation
occurring after the date on which the applicable form originally was required to
be provided or a redesignation of the Lender Party153s Lending Office at the
request of the relevant Obligor) in respect of U.S. withholding taxes.

(iii) Notwithstanding clause (ii) above to the contrary, if a Lender
Party that is otherwise exempt from or subject to a reduced rate of withholding
tax becomes subject to United States withholding tax because of its failure to
deliver an Internal Revenue Service form required hereunder, then Micro shall
take such steps as that Lender Party shall reasonably request to assist that
Lender Party to recover the applicable withholding tax.

(e) Any Lender Party that is entitled to an exemption from or reduction of
withholding Tax with respect to payments made under any Loan Document shall
deliver to Micro and the Administrative Agent, at the time or times reasonably
requested by Micro or the Administrative Agent, such properly completed and
executed documentation reasonably requested by Micro as will permit such
payments to be made without withholding or at a reduced rate of withholding.
Notwithstanding anything to the contrary in the preceding sentence, the
completion, execution and submission of such documentation (other than such
documentation set forth in Section 5.7(d) above) shall not be required if
in the Lender Party153s reasonable judgment such completion, execution or
submission would subject such Lender Party to any material unreimbursed cost or
expense or would materially prejudice the legal or commercial position of such
Lender Party.

(f) If a payment made to a Lender Party under any Loan Document would be
subject to U.S. federal withholding Tax imposed by FATCA if such Lender Party
were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender Party shall deliver to Micro and the Administrative
Agent at the time or times prescribed by law and at such time or times
reasonably requested by Micro or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by Micro or the Administrative Agent as may be necessary for Micro and
the Administrative Agent to comply with their obligations under FATCA and to
determine that such Lender Party has complied with such Lender Party153s
obligations under FATCA or to determine the amount to deduct and withhold from
such payment.

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(g) Each Lender Party agrees that if any form or certification it previously
delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Obligor and the
Administrative Agent in writing of its legal inability to do so.

(h) If any Obligor pays any additional amount under this Section 5.7
(a “Tax Payment“) and any Lender Party or Affiliate thereof effectively
obtains a refund of Tax by reason of the Tax Payment (a “Tax Refund“) and
such Tax Refund is, in the reasonable judgment of such Lender Party or
Affiliate, attributable to the Tax Payment, then such Lender Party, after
receipt of such Tax Refund, shall promptly reimburse such Obligor for such
amount as such Lender Party shall reasonably determine to be the proportion of
the Tax Refund as will leave such Lender Party (after that reimbursement) in no
better or worse position than it would have been in if the Tax Payment had not
been required; provided that no Lender Party shall be required to make
any such reimbursement if it reasonably believes the making of such
reimbursement would cause it to lose the benefit of the Tax Refund or would
adversely affect in any other respect its tax position. Subject to the other
terms hereof, any claim by a Lender Party for a Tax Refund shall be made in a
manner, order and amount as such Lender Party determines in its sole and
absolute discretion. No Lender Party shall be obligated to disclose information
regarding its tax affairs or computations to any Obligor, it being understood
and agreed that in no event shall any Lender Party be required to disclose
information regarding its tax position that it deems to be confidential (other
than with respect to the Tax Refund).

SECTION 5.8 Payments. All payments by an Obligor pursuant to
this Agreement or any other Loan Document, whether in respect of principal,
interest, fees or otherwise, shall be made as set forth in this Section
5.8.

SECTION 5.8.1 Credit Extensions.

(a) All payments by an Obligor (whether in respect of principal, interest,
fees or otherwise) pursuant to this Agreement or any other Loan Document with
respect to Credit Extensions or any other amount payable hereunder shall be made
by the relevant Borrower in the Available Currency in which the Obligation was
denominated (the “Required Currency“). All such payments (other than fees
payable pursuant to Section 4.3, which fees shall be paid by the relevant
Borrower to the Administrative Agent for the account of the relevant payee,
Article V, Section 11.3 or 11.4) shall be made by the
relevant Borrower to the Administrative Agent for the account of each Lender
based upon its Percentage. All such payments required to be made to the
Administrative Agent shall be made, without set-off, deduction or counterclaim,
not later than 1:00 p.m., Applicable Time, on the date when due, in same day or
immediately available funds, to such account as the Administrative Agent shall
specify from time to time by notice to the relevant Borrower. Funds received
after that time shall be deemed to have been received by the Administrative
Agent on the next succeeding Business Day. The Administrative Agent shall
promptly remit in same day funds to each Lender its share, if any, of such
payments received by the Administrative Agent for the account of such Lender.
Whenever any payment hereunder shall be stated to be due on a day other than a
Business Day, such payment shall, except as otherwise required pursuant to

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clause (d) of the definition of Interest Period, be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be.

(b) In the case of any payment made pursuant to the preceding clause
(a) by a Borrower to the Administrative Agent, unless the Administrative
Agent will have received notice from that Borrower prior to the date on which
any such payment is due hereunder that such Borrower will not make such payment
in full, the Administrative Agent may assume that such Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due to such Lender.
If that Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand any such amount distributed to the Lender to the extent that
such amount was not paid by that Borrower to the Administrative Agent together
with interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Administrative
Agent, at an annual rate equal to the Administrative Agent153s Cost of Funds.

SECTION 5.9 Sharing of Payments.

(a) If any Lender Party shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of setoff or otherwise) on account of any
Credit Extension or Reimbursement Obligation (other than pursuant to the terms
of Sections 5.3, 5.4, 5.5 or 5.7) in excess of its
pro rata share of payments obtained by all Lender Parties, such Lender Party
shall purchase from the other Lender Parties such participations in Credit
Extensions made by them as shall be necessary to cause such purchasing Lender
Party to share the excess payment or other recovery ratably (to the extent such
other Lender Parties were entitled to receive a portion of such payment or
recovery) with each of them; provided, however, that if all or any
portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender Party, the purchase shall be rescinded and each Lender
Party which has sold a participation to the purchasing Lender Party shall repay
to the purchasing Lender Party the purchase price to the ratable extent of such
recovery together with an amount equal to such selling Lender Party153s ratable
share (according to the proportion of (a) the amount of such selling Lender
Party153s required repayment to the purchasing Lender Party to (b) total amount so
recovered from the purchasing Lender Party) of any interest or other amount paid
or payable by the purchasing Lender Party in respect of the total amount so
recovered.

(b) The Borrowers agree that any Lender Party purchasing a participation from
another Lender Party pursuant to this Section 5.9 may, to the fullest
extent permitted by law, exercise all its rights of payment (including pursuant
to Section 5.10) with respect to such participation as fully as if such
Lender Party were the direct creditor of the relevant Borrower in the amount of
such participation. If under any applicable bankruptcy, insolvency or other
similar law any Lender Party receives a secured claim in lieu of a setoff to
which this Section 5.9 applies, such Lender Party shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent

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with the rights of the Lender Parties entitled under this Section 5.9
to share in the benefits of any recovery on such secured claim.

SECTION 5.10 Right of Set-off. Upon the occurrence and
during the continuance of any Event of Default, each Lender Party 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 balances, credits, accounts, moneys or
deposits (general or special, time or demand, provisional or final but
excluding, for the avoidance of doubt, any payment received pursuant to this
Agreement by the Administrative Agent in its capacity qua Administrative Agent
on behalf of the Lenders) at any time held and other indebtedness at any time
due and owing by such Lender Party (in any currency and at any branch or office)
to or for the credit or the account of any Obligor against any and all of the
Obligations of such Obligor now or hereafter existing under this Agreement or
any other Loan Document that are at such time due and owing, irrespective of
whether or not such Lender Party shall have made any demand under this Agreement
or such other Loan Document (other than any notice expressly required hereby);
provided that in the event that any Defaulting Lender shall exercise any
such right of setoff, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the
provisions of Section 5.15 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent, the Issuers, and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The rights of each Lender Party
under this Section 5.10 are in addition to other rights and remedies
(including other rights of set-off) which such Lender Party may have.

SECTION 5.11 Judgments, Currencies, etc. The obligation of
each Obligor to make payment of all Obligations in the Required Currency shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment, which is expressed in or converted into any currency other than the
Required Currency, except to the extent such tender or recovery shall result in
the actual receipt by the recipient at the office required hereunder of the full
amount of the Required Currency expressed to be payable under this Agreement or
any other Loan Document. Without limiting the generality of the foregoing, each
Obligor authorizes the Administrative Agent on any tender or recovery in a
currency other than the Required Currency to purchase in accordance with normal
banking procedures the Required Currency with the amount of such other currency
so tendered or recovered. The obligation of each Obligor to make payments in the
Required Currency shall be enforceable as an alternative or additional cause of
action for the purpose of recovery in the Required Currency of the amount (if
any) by which such actual receipt shall fall short of the full amount of the
Required Currency expressed to be payable under this Agreement or any other Loan
Document, and shall not be affected by judgment being obtained for any other
sums due under this Agreement or such other Loan Document.

SECTION 5.12 Replacement of Lenders. Each Lender hereby
severally agrees that if such Lender (a “Subject Lender“) makes demand
upon any Borrower for (or if any Borrower is otherwise required to pay) amounts
pursuant to Section 4.2.6, 5.3, 5.5, or 5.7, if the
obligation of such Lender to make Loans is suspended pursuant to Section
5.1(a) or if such Lender is a Defaulting Lender, any Borrower may, so long
as no Event of Default shall have occurred and be

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continuing, replace such Subject Lender with an Eligible Assignee pursuant to
an assignment in accordance with Section 11.11.1 (and the Administrative
Agent agrees to waive any applicable assignment fee in connection therewith);
provided that (i) such Eligible Assignee shall be subject to the approval
of the Administrative Agent and the Issuer as required by the definition of
“Eligible Assignee”, and (ii) the purchase price paid by such designated
financial institution shall be in the amount of such Subject Lender153s Loans and
its applicable Percentage of outstanding Reimbursement Obligations, together
with all accrued and unpaid interest and fees in respect thereof, plus all other
amounts (including the amounts demanded and unreimbursed under Sections
4.2.6, 5.3, 5.5, and 5.7), owing to such Subject Lender
hereunder. Upon the effective date of such assignment, such designated financial
institution shall become a Lender for all purposes under this Agreement and the
other Loan Documents.

SECTION 5.13 Change of Lending Office. If Micro or any other
Obligor is required to pay additional amounts to or for the account of any
Lender Party pursuant to Section 4.2.6, 5.3, 5.5, or
5.7, or if the obligation of any Lender to make or continue Loans is
suspended pursuant to Section 5.1(a), then such Lender Party will change
the jurisdiction of its Lending Office if, in the judgment of such Lender Party,
such change (a) will eliminate or reduce any such additional payment which may
thereafter accrue or will avoid such suspension and (b) is not otherwise
disadvantageous to such Lender Party.

SECTION 5.14 European Monetary Union. If and to the extent
that any provision of this Section 5.14 relates to any state (or the currency of
such state) that is not a Participating Member State on the Effective Date, such
provision shall become effective in relation to such state (and the currency of
such state) at and from the date on which such state becomes a Participating
Member State.

(a) An amount denominated in the National Currency Unit of a Participating
Member State shall be redenominated into Euro in accordance with EMU Legislation
and paid by the debtor either in the Euro Unit or in that National Currency Unit
and an amount denominated in the Euro Unit shall be paid by the debtor in the
Euro Unit unless EMU Legislation provides otherwise; provided, that if
and to the extent that any EMU Legislation provides that an amount denominated
either in the Euro or in the National Currency Unit of a Participating Member
State and payable within the Participating Member State by crediting an account
of the creditor can be paid by the debtor either in the Euro Unit or in that
National Currency Unit, any party to this Agreement shall be entitled to pay or
repay any such amount either in the Euro Unit or in such National Currency Unit.

(b) If the basis of accrual of interest or fees expressed in this Agreement
with respect to the currency of any state that is or becomes a Participating
Member State shall be inconsistent with any convention or practice in the
London, England interbank market for the basis of accrual of interest or fees in
respect of the Euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state becomes a
Participating Member State.

(c) Without prejudice to the respective liabilities of each Borrower to the
Lenders, the Issuer and the Administrative Agent under or pursuant to this
Agreement,

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except as expressly provided in this clause (c), each provision of
this Agreement shall be subject to such reasonable changes of construction as
the Administrative Agent in consultation with Micro may from time to time
specify to be necessary or appropriate to reflect the introduction of or
changeover to the Euro in Participating Member States.

SECTION 5.15 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the
contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
then, until such time as such Lender is no longer a Defaulting Lender, to the
extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender153s right to approve
or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in the definition of Required Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of
such Defaulting Lender hereunder (whether voluntary or mandatory, at maturity,
pursuant to Article IX or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 5.10 shall be applied at
such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to any Issuer or the
Swing Line Lender hereunder; third, to Cash Collateralize the Issuers153
Fronting Exposure with respect to such Defaulting Lender in accordance with
Section 5.16; fourth, as the Borrowers may request (so long as
no Default or Event of Default exists), to the funding of any Loan in respect of
which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement; fifth, if so determined by the Administrative Agent
and the Borrowers, to be held in a deposit account and released pro rata in
order to (x) satisfy such Defaulting Lender153s potential future funding
obligations with respect to Loans under this Agreement and (y) Cash
Collateralize the Issuers153 future Fronting Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit issued under this
Agreement, in accordance with Section 5.16; sixth, to the
payment of any amounts owing to the Lenders, the Issuers or the Swing Line
Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the Issuers or the Swing Line Lender against such Defaulting
Lender as a result of such Defaulting Lender153s breach of its obligations under
this Agreement; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to any Borrower as a result of any
judgment of a court of competent jurisdiction obtained by such Borrower against
such Defaulting Lender as a result of such Defaulting Lender153s breach of its
obligations under this Agreement; and eighth, to such Defaulting Lender
or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or
Reimbursement Obligations in respect of which such

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Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 6.2 were satisfied or waived, such
payment shall be applied solely to pay the Loans of, and Reimbursement
Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to
being applied to the payment of any Loans of, or Reimbursement Obligations owed
to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in Letter of Credit Outstandings and Swing Line Loans are held by
the Lenders pro rata in accordance with the Commitments without giving effect to
Section 5.15(a)(iv). Any payments, prepayments or other amounts paid or
payable to a Defaulting Lender that are applied (or held) to pay amounts owed by
a Defaulting Lender or to post Cash Collateral pursuant to this Section
5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to
receive any Commitment Fee for any period during which that Lender is a
Defaulting Lender (and the Borrowers shall not be required to pay any such fee
that otherwise would have been required to have been paid to that Defaulting
Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
for any period during which that Lender is a Defaulting Lender only to the
extent allocable to its Percentage of the stated amount of Letters of Credit for
which it has provided Cash Collateral pursuant to Section 5.16.

(C) With respect to any Letter of Credit Fee not required to be paid to any
Defaulting Lender pursuant to clause (B) above, the relevant Borrower shall (x)
pay to each Non-Defaulting Lender that portion of any such fee otherwise payable
to such Defaulting Lender with respect to such Defaulting Lender153s participation
in Letter of Credit Outstandings that has been reallocated to such
Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuer the
amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to such Issuer153s Fronting Exposure to such Defaulting Lender, with
respect to such Letters of Credit, and (z) not be required to pay the remaining
amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All
or any part of such Defaulting Lender153s participation in Letter of Credit
Outstandings and Swing Line Loans shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Percentages (calculated without
regard to such Defaulting Lender153s Commitment) but only to the extent that (x)
no Event of Default shall have occurred and be continuing, and (y) such
reallocation does not cause the aggregate Revolving Credit Exposure of any
Non-Defaulting Lender to exceed such Non-Defaulting Lender153s Commitment. No
reallocation hereunder shall constitute a waiver or release of any claim of any

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party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a
result of such Non-Defaulting Lender153s increased exposure following such
reallocation.

(v) Cash Collateral, Repayment of Swing Line Loans. If the
reallocation described in clause (iv) above cannot, or can only partially, be
effected, the Borrowers shall, without prejudice to any right or remedy
available to it hereunder or under law, (x) first, prepay Swing Line Loans in an
amount equal to the Swing Line Lender153s Fronting Exposure to such Defaulting
Lender and (y) second, Cash Collateralize the Issuers153 Fronting Exposure to such
Defaulting Lender in accordance with the procedures set forth in Section
5.16.

(b) Defaulting Lender Cure. If the Borrowers, the Administrative
Agent, the Swing Line Lender and Issuer agree in writing that a Lender is no
longer a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase at
par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the
Loans and funded and unfunded participations in Letters of Credit and Swing Line
Loans to be held pro rata by the Lenders in accordance with the Commitments
(without giving effect to Section 5.15(a)(iv), whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf
of the Borrowers while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender153s having been a Defaulting Lender.

(c) New Swing Line Loans/Letters of Credit. So long as any Lender is a
Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any
Swing Line Loans unless it will have no Fronting Exposure to such Defaulting
Lender after giving effect to such Swing Line Loan and the reallocation set
forth in Section 5.15(a)(iv) and (ii) no Issuer shall be required to
issue, extend, renew or increase any Letter of Credit unless it will have no
Fronting Exposure to such Defaulting Lender after giving effect thereto and the
reallocation set forth in Section 5.15(a)(iv).

SECTION 5.16 Cash Collateral.

At any time that there shall exist a Defaulting Lender, within one Business
Day following the written request of the Administrative Agent or any Issuer
(with a copy to the Administrative Agent) the applicable Borrower shall Cash
Collateralize the Issuers153 Fronting Exposure with respect to such Defaulting
Lender (determined after giving effect to Section 5.15(a)(iv) and any
Cash Collateral provided by such Defaulting Lender) in an amount not less than
the Minimum Collateral Amount.

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(a) Grant of Security Interest. The Borrowers, and to the extent
provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the
Administrative Agent, for the benefit of the Issuers, and agrees to maintain, a
first priority security interest in all such Cash Collateral as security for the
Defaulting Lenders153 obligation to fund participations in respect of Letter of
Credit Outstandings, to be applied pursuant to clause (b) below. If at any time
the Administrative Agent determines that Cash Collateral is subject to any right
or claim of any Person other than the Administrative Agent and the Issuers as
herein provided (other than non-consensual junior liens permitted by Section
8.2.2) or that the total amount of such Cash Collateral is less than the
Minimum Collateral Amount, the applicable Borrower will, promptly upon demand by
the Administrative Agent, pay or provide to the Administrative Agent additional
Cash Collateral in an amount sufficient to eliminate such deficiency (after
giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in
this Agreement, Cash Collateral provided under this Section 5.16 or
Section 5.15 in respect of Letters of Credit shall be applied to the
satisfaction of the Defaulting Lender153s obligation to fund participations in
respect of Letter of Credit Outstandings (including, as to Cash Collateral
provided by a Defaulting Lender, any interest accrued on such obligation) for
which the Cash Collateral was so provided, prior to any other application of
such property as may otherwise be provided for herein.

(c) Termination of Requirement. Cash Collateral (or the appropriate
portion thereof) provided to reduce any Issuer153s Fronting Exposure shall no
longer be required to be held as Cash Collateral pursuant to this Section
5.16 following (i) the elimination of the applicable Fronting Exposure
(including by the termination of Defaulting Lender status of the applicable
Lender), or (ii) the determination by the Administrative Agent and each Issuer
that there exists excess Cash Collateral; provided that, subject to
Section 5.15 the Person providing Cash Collateral and each Issuer may
agree that Cash Collateral shall be held to support future anticipated Fronting
Exposure or other obligations.

SECTION 5.17 Termination of Defaulting Lender. The Borrowers
may terminate the unused amount of the Commitment of any Lender that is a
Defaulting Lender upon not less than five Business Days153 prior notice to the
Administrative Agent (which shall promptly notify the Lenders thereof),
provided that (i) no Event of Default shall have occurred and be
continuing, and (ii) such termination shall not be deemed to be a waiver or
release of any claim the Borrowers, the Administrative Agent, any Issuer, the
Swing Line Lender or any Lender may have against such Defaulting Lender.

ARTICLE VI

CONDITIONS TO MAKING CREDIT EXTENSIONS

AND ACCESSION OF ACCEDING BORROWERS

SECTION 6.1 Initial Credit Extension. The obligation of each
Lender and, if applicable, any Issuer to make the initial Credit Extension shall
be subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 6.1.

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SECTION 6.1.1 Resolutions, etc. The Administrative Agent
will have received from each Obligor a certificate, dated the Effective Date and
with counterparts for each Lender, duly executed and delivered by the Secretary,
Assistant Secretary, or other authorized representative of such Obligor as to:

(a) resolutions of its Board of Directors or its Executive Committee (or its
equivalent), as the case may be, then in full force and effect authorizing the
execution, delivery and performance of this Agreement and each other Loan
Document to be executed by it;

(b) the incumbency and signatures of those of its officers authorized to act
as Authorized Persons for it with respect to this Agreement and each other Loan
Document to be executed by it; and

(c) the Organic Documents of such Obligor;

upon which certificate each Lender may conclusively rely until the
Administrative Agent shall have received a further certificate of the Secretary
of the relevant Obligor canceling or amending such prior certificate. In
addition, each Obligor shall, where applicable, have delivered to the
Administrative Agent a good standing certificate from the relevant governmental
regulatory institution of its jurisdiction of incorporation, each such
certificate to be dated a date reasonably near (but prior to) the Effective
Date.

SECTION 6.1.2 Effective Date Certificate. The Administrative
Agent shall have received, with counterparts for each Lender, the Effective Date
Certificate, dated the Effective Date and duly executed and delivered by the
chief executive officer, an Authorized Person or the Treasurer of Micro.

SECTION 6.1.3 Guaranties; Intra-Group Agreement. The
Administrative Agent shall have received, with counterparts for each Lender, the
Micro Guaranty and an Additional Guaranty from each Initial Additional
Guarantor, each in effect as of the Effective Date, dated the date hereof, duly
executed and delivered by an Authorized Person of the relevant Guarantor. The
Administrative Agent shall have also received, with counterparts for each
Lender, the Intra-Group Agreement, in effect on the Effective Date, dated the
date hereof, duly executed and delivered by an Authorized Person of each
Borrower and each Initial Additional Guarantor.

SECTION 6.1.4 Consents, etc. The Administrative Agent shall
have received evidence satisfactory to it as to the receipt by each Obligor of
any necessary consents or waivers under any agreement applicable to such Obligor
in order to enable such Obligor to enter into this Agreement and any other Loan
Document, to perform its obligations hereunder and thereunder and, in the case
of each Borrower, to obtain Credit Extensions hereunder.

SECTION 6.1.5 Closing Fees, Expenses, etc. The
Administrative Agent, its counsel, and each Joint Lead Arranger shall have
received payment in full of all fees, costs, and expenses under Sections
4.3 and 11.3 to the extent (a) then due and payable and (b) unless an
amount is otherwise provided by the Loan Documents or the Fee Letters and
without waiving the right for subsequent reimbursement in accordance with the
Loan Documents, to the extent that a

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reasonably detailed invoice is presented to Micro no later than two Business
Days prior to the Effective Date.

SECTION 6.1.6 Opinions of Counsel. The Administrative Agent
shall have received opinions of counsel, dated the Effective Date and addressed
to the Administrative Agent and all the Lenders, from:

(a) Lily Arevalo, Senior Corporate Counsel of Micro, covering the matters set
forth in Exhibit K attached hereto;

(b) Davis Polk & Wardwell, special New York counsel to Micro, covering
the matters set forth in Exhibit L attached hereto; and

(c) Baker & McKenzie, special Belgian counsel to Coordination Center,
covering the matters set forth in Exhibit M attached hereto.

SECTION 6.1.7 Satisfactory Legal Form. All documents
executed or submitted pursuant to this Article VI by or on behalf of each
Obligor shall be satisfactory in form and substance to the Administrative Agent
(who may rely upon the advice of its legal counsel with respect to legal matters
in making such determination), and the Administrative Agent shall have received
such additional information, approvals, opinions, documents, or instruments as
the Administrative Agent or the Required Lenders may reasonably request.

SECTION 6.1.8 Termination of Predecessor Credit Agreements.
The Administrative Agent shall have received evidence that the Predecessor
Credit Agreements have been, or will be, concurrently with the Effective Date,
terminated in accordance with their respective terms.

SECTION 6.2 All Credit Extensions. The obligation of each
Lender to make any Credit Extension (including the initial Credit Extension)
shall be subject to the satisfaction of each of the additional conditions
precedent set forth in this Section 6.2.

SECTION 6.2.1 Compliance with Warranties, No Default, etc.
Both before and after giving effect to such Credit Extension other than any
continuation or conversion (except as otherwise set forth in the initial proviso
to this section) of a Borrowing (but, if any Default of the nature referred to
in Section 9.1.5 shall have occurred with respect to any other
Indebtedness, without giving effect to the application, directly or indirectly,
of the proceeds of such Credit Extension to such other Indebtedness), the
following statements shall be true and correct:

(a) the representations and warranties of each Obligor set forth in
Article VII (excluding, however, those contained in Section 7.8)
and in any other Loan Document shall be true and correct with the same effect as
if then made (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct as of such earlier
date); provided that if any of the financial statements delivered
pursuant to clause (b) of Section 8.1.1 do not present fairly the
consolidated financial condition of the Persons covered thereby as of the dates
thereof and the results of their operations for the periods then ended and Micro
subsequently delivers one or more financial statements pursuant to clause
(a) or (b) of Section 8.1.1 which, in the opinion of the
Required Lenders, effectively cures any omission or misstatement

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contained in such prior delivered financial statement, then the
representation and warranty contained in Section 7.6 as it relates to
such prior delivered financial statement shall be deemed satisfied for purposes
hereof (it being understood and agreed that such subsequent delivered financial
statements shall be deemed to have cured such earlier delivered inaccurate
financial statements unless the Required Lenders raise an objection with respect
thereto);

(b) except as disclosed in Item 7.8 (Litigation) of the Disclosure
Schedule:

(i) no labor controversy, litigation, arbitration or governmental
investigation or proceeding shall be pending or, to the knowledge of any
Obligor, threatened against any Obligor, or any of their respective Consolidated
Subsidiaries in respect of which there exists a reasonable possibility of an
outcome that would result in a Material Adverse Effect or that would affect the
legality, validity or enforceability of this Agreement or any other Loan
Document; and

(ii) no development shall have occurred in any labor controversy, litigation,
arbitration or governmental investigation or proceeding so disclosed in respect
of which there exists a reasonable possibility of an outcome that would result
in a Material Adverse Effect;

(c) no Default shall have occurred and be continuing, and no Obligor, nor any
of their respective Subsidiaries, shall be in violation of any law or
governmental regulation or court order or decree which, singly or in the
aggregate, results in, or would reasonably be expected to result in, a Material
Adverse Effect;

(d) no Change in Control shall have occurred; and

(e) the Outstanding Credit Extensions of all the Lenders do not exceed the
Total Commitment Amount (as such amount may be reduced from time to time
pursuant to Section 2.2);

provided that in the case of any continuation or conversion of a
Borrowing, no Event of Default shall have occurred and be continuing.

SECTION 6.2.2 Credit Extension Request. In the case of any
Credit Extension the Administrative Agent shall have received the relevant
Credit Extension Request in a timely manner as herein provided for such Credit
Extension. Delivery of a Credit Extension Request and the acceptance by Micro or
any other Borrower of the proceeds of any Credit Extension shall constitute a
representation and warranty by each Obligor that, on the date of making such
Credit Extension (both immediately before and after giving effect to the making
of such Credit Extension and the application of the proceeds thereof), the
statements made in Section 6.2.1 are true and correct.

SECTION 6.3 Acceding Borrowers. Subject to the prior or
concurrent satisfaction of the conditions precedent set forth in this
Section 6.3, any Subsidiary of Micro may become a party hereto and a
Borrower and an Obligor hereunder subsequent to the Effective Date (each

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such Subsidiary of Micro, an “Acceding Borrower“), entitled to all the
rights and subject to all the obligations incident thereto.

SECTION 6.3.1 Resolutions, etc. The Administrative Agent
shall have received from such Acceding Borrower a certificate, dated the date
such Acceding Borrower is accepted by the Administrative Agent as a Borrower
hereunder and with counterparts for each Lender, duly executed and delivered by
the Secretary, Assistant Secretary or other authorized representative of such
Acceding Borrower as to:

(a) resolutions of its Board of Directors or its Executive Committee, as the
case may be, then in full force and effect authorizing the execution, delivery
and performance of this Agreement and the Additional Guaranty (if any) and each
other Loan Document to be executed by it and, in respect of an Acceding Borrower
incorporated under the laws of Belgium under the form of NV/SA, a resolution of
its General Shareholders Meeting specifically approving, for the purposes of
article 556 of the Belgian Company Code, Section 8.1.9, Sections
9.1.4 and 9.3 (to the extent they apply to Section 8.1.9) and,
insofar as required, the terms of Section 4.1.2, and (ii) evidence of the
filing of such resolution with the clerk office at the commercial court where
its registered office is located;

(b) the incumbency and signatures of those of its officers authorized to act
with respect to this Agreement and the Additional Guaranty (if any) and each
other Loan Document to be executed by it; and

(c) the Organic Documents of such Acceding Borrower,

upon which certificate each Lender may conclusively rely until the
Administrative Agent shall have received a further certificate of the Secretary
of such Acceding Borrower canceling or amending such prior certificate. In
addition, each Acceding Borrower shall have delivered to the Administrative
Agent a good standing certificate from the relevant governmental regulatory
institution of its jurisdiction of organization, each such certificate to be
dated a date reasonably near (but prior to) the date such Acceding Borrower
becomes a Borrower hereunder.

SECTION 6.3.2 Delivery of Accession Request and
Acknowledgment. The Administrative Agent shall have received (a) an
original Accession Request and Acknowledgment duly completed and executed and
delivered by such Acceding Borrower and (b) originals of any other instruments
evidencing accession of such Acceding Borrower hereunder as the Administrative
Agent may reasonably request, in each case effective as of the date such
Acceding Borrower becomes a Borrower hereunder.

SECTION 6.3.3 Guaranties, etc. If such Acceding Borrower has
not previously delivered an Additional Guaranty, whether pursuant to Section
8.1.8 or otherwise, and such Acceding Borrower is a Material Subsidiary,
then the Administrative Agent shall have received, with counterparts for each
Lender (a) an Additional Guaranty executed by such Acceding Borrower, in effect
as of the date such Acceding Borrower becomes a Borrower hereunder, duly
executed and delivered by an Authorized Person of such Acceding Borrower;
provided that if such Acceding Borrower is a Foreign Subsidiary, such
Acceding Borrower shall not be required

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to deliver such Additional Guaranty if and to the extent Micro, in
consultation with the Administrative Agent, reasonably determines that adverse
tax consequences would result therefrom, and (b) such documents as are required
by Section 8.1.9, in each case effective with respect to such Acceding
Borrower as of the date such Acceding Borrower becomes a Borrower hereunder.

SECTION 6.3.4 Compliance Certificate. The Administrative
Agent shall have received with counterparts for each Lender, a Compliance
Certificate from Micro, dated the date such Acceding Borrower becomes a Borrower
hereunder.

SECTION 6.3.5 Consents, etc. The Administrative Agent shall
have received evidence satisfactory to it as to the receipt by such Acceding
Borrower of any necessary consents or waivers under any agreement applicable to
such Acceding Borrower in order to enable such Acceding Borrower to enter into
this Agreement and any other Loan Document, to perform its obligations hereunder
and thereunder and to obtain Credit Extensions hereunder.

SECTION 6.3.6 Opinions of Counsel. The Administrative Agent
shall have received an opinion of counsel, dated the date such Acceding Borrower
becomes a Borrower hereunder and addressed to the Agents and all the Lenders,
from the Senior Corporate Counsel of Micro, or such other counsel as shall be
reasonably satisfactory to the Administrative Agent, covering the matters set
forth in Exhibit K attached hereto as to such Acceding Borrower.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender Parties to enter into this Agreement and to
make Credit Extensions hereunder, each Borrower represents and warrants unto the
Administrative Agent and each Lender with respect to itself and the other
Obligors as set forth in this Article VII.

SECTION 7.1 Organization, etc. Each of the Obligors and each
of the respective Subsidiaries is a company or corporation, as the case may be,
validly organized and existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
where the nature of its business requires such qualification and where the
failure to so qualify and to maintain such good standing, singularly or in the
aggregate, has resulted in, or would reasonably be expected to result in, a
Material Adverse Effect, and has full power and authority and holds all
requisite governmental licenses, permits, authorizations and other approvals to
enter into and perform its Obligations under this Agreement and each other Loan
Document to which it is a party and to own and hold under lease its property and
to conduct its business substantially as currently conducted by it, excluding
any such governmental licenses, permits or other approvals in respect of which
the failure to so obtain, hold or maintain has not caused, and would not
reasonably be expected to result in, a Material Adverse Effect.

SECTION 7.2 Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by each Obligor of this Agreement and each
other Loan Document executed or

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to be executed by it are within such Obligor153s corporate powers, have been
duly authorized by all necessary corporate action, and do not:

(a) contravene such Obligor153s Organic Documents;

(b) contravene any law or governmental regulation or court decree or order
binding or affecting such Obligor; or

(c) result in, or require the creation or imposition of, any Lien on any of
such Obligor153s properties.

Micro and each of its Subsidiaries is, and after giving effect to any
Borrowing or issuance of any Letter of Credit under this Agreement will be, in
compliance with the limits described in the resolutions of Micro153s board of
directors delivered pursuant to Section 6.1.1.

SECTION 7.3 No Default. None of the Obligors, nor any of
their respective Subsidiaries, is in default in the performance of any
obligation, agreement or condition contained in any bond, debenture, note, or in
any indenture, loan agreement, or other agreement, in connection with or as a
result of which default there exists a reasonable possibility that a Material
Adverse Effect could arise. The execution, delivery and performance by each
Obligor of this Agreement and each other Loan Document executed or to be
executed by such Obligor will not conflict with, or constitute a breach of, or a
default under, any such bond, debenture, note, indenture, loan agreement or
other agreement to which any Obligor or any of their respective Subsidiaries is
a party or by which it is bound, in connection with, or as a result of which,
conflict, breach or default, there exists a reasonable possibility that a
Material Adverse Effect could arise.

SECTION 7.4 Government Approval, Regulation, etc. No action
by, and no notice to or filing with, any governmental authority or regulatory
body or other Person and no payment of any stamp or similar tax, is required for
the due execution, delivery, or performance by any Obligor of this Agreement or
any other Loan Document to which it is a party. No Obligor (nor any of its
Subsidiaries) is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

SECTION 7.5 Validity, etc. This Agreement constitutes, and
each other Loan Document executed by any Obligor will, on the due execution and
delivery thereof, constitute, the legal, valid and binding obligations of each
Obligor party thereto, enforceable against such Obligor in accordance with their
respective terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors153 rights generally or by general principles of equity.

SECTION 7.6 Financial Information. The financial statements
of Micro and its Consolidated Subsidiaries for the Fiscal Year ended January 1,
2011 and those financial statements filed for Fiscal Quarters ending April 2,
2011 and July 2, 2011 have been prepared in accordance with GAAP and present
fairly (subject, in the case of such financial statements for Fiscal Quarters
ending April 2, 2011 and July 2, 2011 (which financial statements, in accordance
with Section 1.4(a), are not required to contain certain footnote disclosures
required by GAAP),

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to ordinary year end adjustments) the consolidated financial condition of the
Persons covered thereby as at the dates thereof and the results of their
operations for the periods then ended. All the financial statements delivered
pursuant to clauses (a) and (b) of Section 8.1.1 have been
and will be prepared in accordance with GAAP consistently applied, and do or
will present fairly (subject, in the case of such financial statements delivered
pursuant to clause (b) thereof (which financial statements, in accordance
with Section 1.4(a), are not required to contain certain footnote
disclosures required by GAAP), to ordinary year-end adjustments) the
consolidated financial condition of the Persons covered thereby as of the dates
thereof and the results of their operations for the periods then ended.

SECTION 7.7 No Material Adverse Effect. Since January 1,
2011, there has been no event or events which, singly or in the aggregate, has
or have resulted, or is or are reasonably likely to result, in a Material
Adverse Effect.

SECTION 7.8 Litigation, Labor Controversies, etc. Except as
disclosed in Item 7.8 (Litigation) of the Disclosure Schedule, there is
no pending or, to the knowledge of any Obligor, threatened litigation, action,
proceeding or labor controversy affecting any Obligor, or any of their
respective Subsidiaries, or any of their respective properties, businesses,
assets or revenues, in respect of which there exists a reasonable possibility of
an outcome that would result in a Material Adverse Effect or that would affect
the legality, validity or enforceability of this Agreement or any other Loan
Document.

SECTION 7.9 Subsidiaries. As of the date hereof, Micro has
no Subsidiaries, except those Subsidiaries which are identified in Item
7.9 (Existing Subsidiaries) of the Disclosure Schedule and certain other
Subsidiaries that are shell corporations that do not conduct any business and do
not in the aggregate have a net worth exceeding $1,000,000.

SECTION 7.10 Ownership of Properties. Each Obligor and each
of their respective Subsidiaries owns good and marketable title (or their
respective equivalents in any applicable jurisdiction) to all of its properties
and assets, real and personal, tangible and intangible, of any nature
whatsoever, free and clear of all Liens, charges or claims except as permitted
pursuant to Section 8.2.2, except where such failure or failures to own,
singly or in the aggregate, has not resulted in, or would not reasonably be
expected to result in, a Material Adverse Effect.

SECTION 7.11 Taxes. Each Obligor and each of their
respective Subsidiaries has filed all material tax returns and reports it
reasonably believes are required by law to have been filed by it and has paid
all taxes and governmental charges thereby shown to be owing, except as
disclosed in Item 7.11 (Taxes) of the Disclosure Schedule and except for
any such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books; provided that, with respect to
any Subsidiary that is not a Material Subsidiary, this representation and
warranty shall be satisfied if the tax returns or reports not so filed or the
taxes or governmental charges owing by each such Subsidiary are not with respect
to any income, sales or use tax and the amount so owing (or which would be so
owing if such tax returns or reports were duly filed) with respect to all such
Subsidiaries, does not exceed in the aggregate $1,000,000 at any time and with
respect to which no Material Subsidiary may be liable for payment of such
amount.

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SECTION 7.12 Pension and Welfare Plans. Except to the extent
that any such termination, liability, penalty or fine would not (either
individually or in the aggregate) reasonably be expected to have a Material
Adverse Effect (a) during the twelve-consecutive-month period prior to the date
hereof and prior to the date of any Credit Extension hereunder, except as
disclosed in Item 7.12 (Employee Benefit Plans) of the Disclosure
Schedule, no steps have been taken to terminate any Pension Plan, and no
contribution failure has occurred with respect to any Pension Plan sufficient to
give rise to a Lien under Section 302(f) of ERISA, (b) no condition exists or
event or transaction has occurred with respect to any Pension Plan which might
result in the incurrence by any Obligor or any member of the related Controlled
Group of any material liability with respect to any contribution thereto, fine
or penalty, and (c) except as disclosed in Item 7.12 (Employee Benefit
Plans) of the Disclosure Schedule, neither any Obligor nor any member of the
related Controlled Group has any material contingent liability with respect to
any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

SECTION 7.13 Environmental Warranties.

(a) Each Obligor and each of their respective Subsidiaries has obtained all
environmental, health and safety permits, licenses and other authorizations
required under all Environmental Laws to carry on its business as now being or
as proposed to be conducted, except to the extent failure to have any such
permit, license or authorization would not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect. Each of
such permits, licenses and authorizations is in full force and effect and each
Obligor and each of their respective Subsidiaries is in compliance with the
terms and conditions thereof, and is also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in any applicable Environmental
Law or in any plan, judgment, injunction, notice or demand letter issued,
entered or approved thereunder, except to the extent failure to comply therewith
would not (either individually or in the aggregate) reasonably be expected to
have a Material Adverse Effect.

(b) No notice, notification, demand, request for information, citation,
summons or order has been issued, no complaint has been filed, no penalty has
been assessed and no investigation or review is pending or, to the knowledge of
any Obligor, threatened by any governmental or other entity with respect to any
alleged failure by any Obligor or any of their respective Subsidiaries to have
any environmental, health or safety permit, license or other authorization
required under any Environmental Law in connection with the conduct of the
business of any Obligor or any of their respective Subsidiaries or with respect
to any generation, treatment, storage, recycling, transportation, discharge or
disposal, or any Release of any Hazardous Materials generated by any Obligor or
any of their respective Subsidiaries, except to the extent failure to have any
such permit, license or authorization would not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.

SECTION 7.14 Accuracy of Information.

(a) Except as provided in clause (b) below, all factual information
furnished

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by or on behalf of any Obligor to any Lender Party for purposes of or in
connection with this Agreement or any other Loan Document or any transaction
contemplated hereby or thereby is, when taken as a whole, to the best of the
knowledge of each Borrower, and all other factual information hereafter
furnished by or on behalf of any Obligor to any Lender Party will be, when taken
as a whole, to the best of the knowledge of each Borrower, true and accurate in
all material respects on the date as of which such information is dated or
certified and (in the case of any such information furnished prior to the date
hereof) as of the date hereof (unless such information relates to an earlier
date, in which case such information, when taken as a whole, shall be true and
accurate in all material respects as of such earlier date), and is not, or shall
not be, as the case may be, when taken as a whole, incomplete by omitting to
state any material fact necessary to make such information not misleading.

(b) The information (i) in any financial projections furnished under this
Agreement is and will be based upon assumptions and information believed by
Micro to be reasonable and (ii) furnished with express written disclaimers with
regard to the accuracy of that information, is and shall be subject to those
disclaimers.

SECTION 7.15 Patents, Trademarks, etc. Each Obligor and each
of their respective Subsidiaries owns and possesses, or has a valid and existing
license of, or other sufficient interest in, all such patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights and copyrights as is necessary for the conduct of the
business of each such Obligor or its Subsidiaries as now conducted, without, to
the best of the knowledge of each such Obligor, any infringement upon rights of
other Persons, which infringement results in or would reasonably be expected to
result in a Material Adverse Effect, and there is no license or other interest
or right, the loss of which results in, or would reasonably be expected to
result in, a Material Adverse Effect.

SECTION 7.16 Margin Stock. No part of the proceeds of any
Credit Extension shall be used at any time by any Obligor or any of their
respective Subsidiaries for the purpose, whether immediate, incidental or
ultimate, of buying or carrying Margin Stock (within the meaning of Regulation U
(as amended, modified, supplemented or replaced and in effect from time to time,
“Regulation U“) or Regulation X (as amended, modified, supplemented or
replaced and in effect from time to time, “Regulation X“) promulgated by
the F.R.S. Board of Governors of the Federal Reserve System (together with any
successor thereto, the “F.R.S. Board“) or to extend credit to others for
the purpose of purchasing or carrying any Margin Stock if any such use or
extension of credit described in this Section 7.17 would cause any of the
Lender Parties to violate the provisions of Regulation U or Regulation X.
Neither any Obligor nor any of their respective Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purposes of purchasing or carrying any such Margin Stock within
the meaning of Regulation U or Regulation X. Not more than 25% of the value of
the assets of any Obligor or any Subsidiary of any Obligor is, as of the date
hereof, represented by Margin Stock. No part of the proceeds of any Credit
Extension will be used by any Obligor or any of their respective Subsidiaries
for any purpose which violates, or which is inconsistent with, any regulations
promulgated by the F.R.S. Board, including Regulation U or Regulation X.

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ARTICLE VIII

COVENANTS

SECTION 8.1 Affirmative Covenants. Each Borrower agrees with
the Agents and each Lender that, until all the Commitments have terminated and
all Obligations have been paid and performed in full, each Borrower will perform
its respective obligations set forth in this Section 8.1.

SECTION 8.1.1 Financial Information, Reports, Notices, etc.
Micro will furnish, or will cause to be furnished, to each Lender Party (1)
promptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any
respective successor forms) filed with the Securities and Exchange Commission
(or any successor authority) or any national securities exchange (including, in
each case, any exhibits thereto requested by any Lender Party), and (2) to the
extent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or
respective successor forms) for the applicable period, copies of the following
financial statements, reports, notices and information:

(a) as soon as available and in any event within 90 days after the end of
each Fiscal Year of Micro, a copy of the annual audit report for such Fiscal
Year for Micro and its Consolidated Subsidiaries, including therein consolidated
balance sheets of Micro and its Consolidated Subsidiaries as of the end of such
Fiscal Year and consolidated statements of income, stockholders153 equity and cash
flow of Micro and its Consolidated Subsidiaries for such Fiscal Year, setting
forth in each case, in comparative form, the figures for the preceding Fiscal
Year, in each case certified (without any Impermissible Qualification, except
that (i) qualifications relating to pre-acquisition balance sheet accounts of
Person(s) acquired by Micro or any of its Subsidiaries and (ii) statements of
reliance in the auditor153s opinion on another accounting firm shall not be deemed
an Impermissible Qualification) in a manner satisfactory to the Securities and
Exchange Commission (under applicable United States securities law) by
PricewaterhouseCoopers, LLP or its successors or other independent public
accountants of national reputation;

(b) as soon as available and in any event within 60 days after the end of
each of the first three Fiscal Periods occurring during any Fiscal Year of
Micro, a copy of the unaudited consolidated financial statements of Micro and
its Consolidated Subsidiaries, consisting of (i) a balance sheet as of the close
of such Fiscal Period and (ii) related statements of income and cash flows for
such Fiscal Period and from the beginning of such Fiscal Year to the end of such
Fiscal Period, in each case certified by an officer who is an Authorized Person
of Micro as to (A) being a complete and correct copy of such financial
statements which have been prepared in accordance with GAAP consistently applied
as provided in Section 1.4, and (B) presenting fairly the financial
position of Micro and its Consolidated Subsidiaries;

(c) at the time of delivery of each financial statement required by
clause (a) or (b) above (or Form 10-Q or 10-K in lieu thereof), a
certificate signed by an Authorized Person of Micro stating that no Default has
occurred and is continuing (or if a Default has occurred and is continuing, and
without prejudice to any rights or remedies of any Lender

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Party hereunder in connection therewith, a statement of the nature thereof
and the action which Micro has taken or proposes to take with respect thereto);

(d) at the time of delivery of each financial statement required by
clause (a) or (b) above (or Form 10-Q or 10-K in lieu thereof), a
Compliance Certificate showing compliance with the financial covenants set forth
in Section 8.2.3;

(e) notice of, as soon as possible after (i) the occurrence of any material
adverse development with respect to any litigation, action, proceeding, or labor
controversy disclosed in Item 7.8 (Litigation) of the Disclosure
Schedule, or (ii) the commencement of any labor controversy, litigation, action,
or proceeding of the type described in Section 7.8;

(f) promptly after the filing thereof, copies of any registration statements
(other than the exhibits thereto and excluding any registration statement on
Form S-8 and any other registration statement relating exclusively to stock,
bonus, option, 401(k) and other similar plans for officers, directors, and
employees of Micro or any of its Subsidiaries);

(g) immediately upon becoming aware of the institution of any steps by any
Obligor or any other Person to terminate any Pension Plan other than pursuant to
Section 4041(b) of ERISA, or the failure to make a required contribution to any
Pension Plan if such failure is sufficient to give rise to a Lien under Section
302(t) of ERISA, or the taking of any action with respect to a Pension Plan
which could result in the requirement that any Obligor furnish a bond or other
security to the PBGC or such Pension Plan, or the occurrence of any other event
with respect to any Pension Plan which, in any such case, results in, or would
reasonably be expected to result in, a Material Adverse Effect, notice thereof
and copies of all documentation relating thereto;

(h) as soon as possible, and in any event within three Business Days after
becoming aware of the occurrence of a Default or any inaccuracy in the financial
statements delivered pursuant to clause (a) or (b) above if the
result thereof is not to present fairly the consolidated financial condition of
the Persons covered thereby as of the dates thereof and the results of their
operations for the periods then ended, a statement of an Authorized Person of
Micro setting forth the details of such Default or inaccuracy and the action
which Micro has taken or proposes to take with respect thereto;

(i) in the case of each Borrower, promptly following the consummation of any
transaction described in Section 8.2.5, a description in reasonable
detail regarding the same; and

(j) such other information respecting the condition or operations, financial
or otherwise, of each Borrower, or any of their respective Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

SECTION 8.1.2 Compliance with Laws, etc. Each Borrower will
(and each Borrower will cause each of its Subsidiaries to) comply in all
respects with all applicable laws, rules,

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regulations and orders the noncompliance with which results in, or would
reasonably be expected to result in, a Material Adverse Effect, such compliance
to include (without limitation):

(a) except as may be otherwise permitted pursuant to Section 8.2.5,
the maintenance and preservation of its corporate existence in accordance with
the laws of the jurisdiction of its incorporation and qualification as a foreign
corporation (subject to the materiality standard referred to above); and

(b) the payment, before the same become delinquent, of all taxes, assessments
and governmental charges imposed upon it or upon its property except to the
extent being diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set aside on
its books; provided that with respect to any Subsidiary that is not a
Material Subsidiary this covenant shall be satisfied if the taxes, assessments
or other governmental charges owing by each such Subsidiary (i) is not with
respect to any income, sales or use tax and (ii) the amount so owing with
respect to all such Subsidiaries does not exceed in the aggregate $1,000,000 at
any time.

SECTION 8.1.3 Maintenance of Properties. Each Borrower will
(and each Borrower will cause each of its Subsidiaries to) maintain, preserve,
protect and keep its material properties in good repair, working order and
condition, and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times, unless such Borrower or such Subsidiary determines in good faith
that the continued maintenance of any of its properties is no longer
economically desirable.

SECTION 8.1.4 Insurance. Each Borrower will (and each
Borrower will cause each of its Subsidiaries to) maintain, or cause to be
maintained with responsible insurance companies or through such Borrower153s own
program of self-insurance, insurance with respect to its properties and business
against such casualties and contingencies and of such types and in such amounts
as is customary in the case of similar businesses and will, upon request of the
Administrative Agent, furnish to each Lender at reasonable intervals a
certificate of an Authorized Person of such Borrower setting forth the nature
and extent of all insurance maintained by such Borrower and each of its
Subsidiaries in accordance with this Section 8.1.4.

SECTION 8.1.5 Books and Records. Each Borrower will (and
each Borrower will cause each of its Subsidiaries to) keep books and records
which accurately reflect all of its business affairs and transactions and permit
the Administrative Agent and each Lender, or any of their respective
representatives, at reasonable times and intervals and upon reasonable advance
notice, to visit all of its offices, to discuss its financial matters with its
officers and independent public accountants (and each Borrower hereby authorizes
such independent public accountants to discuss the financial matters of such
Borrower and its Subsidiaries with the Administrative Agent and each Lender or
its representatives whether or not any representative of such Borrower is
present; provided that an officer of such Borrower is afforded a
reasonable opportunity to be present at any such discussion) and to examine any
of its relevant books or other corporate records. Micro will pay all expenses
associated with the exercise of any Lender Party153s rights pursuant to this
Section 8.1.5 at any time during the occurrence and continuance of any
Event of Default.

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SECTION 8.1.6 Environmental Covenant. Each Borrower will
(and each Borrower will cause each of its Subsidiaries to):

(a) use and operate all of its facilities and properties in compliance with
all Environmental Laws which, by their terms, apply to such use and operation,
keep all necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and remain in
compliance therewith, and handle all Hazardous Materials in compliance with all
Environmental Laws which, by their terms, apply to such Hazardous Materials, in
each case so that the non-compliance with any of the foregoing does not result
in, or would not reasonably be expected to result in, either singly or in the
aggregate, a Material Adverse Effect;

(b) immediately notify the Administrative Agent and provide copies upon
receipt of all written claims, complaints, notices or inquiries relating to the
condition of its facilities and properties or compliance with Environmental Laws
which, singly or in the aggregate, result in, or would reasonably be expected to
result in, a Material Adverse Effect, and shall promptly cure and have dismissed
with prejudice any actions and proceedings relating to compliance with
Environmental Laws where the failure to so cure or have dismissed, singularly or
in the aggregate, results in, or would reasonably be expected to result in, a
Material Adverse Effect (it being understood that this clause (b) shall
not be construed to restrict any Borrower or any of its Subsidiaries from
challenging or defending any such action or proceeding which it, in its sole
discretion, deems advisable or necessary); and

(c) provide such information and certifications which the Administrative
Agent may reasonably request from time to time to evidence compliance with this
Section 8.1.6.

SECTION 8.1.7 Pari Passu. Each Borrower shall ensure that
such Borrower153s Obligations rank at least pari passu with all other senior
unsecured Indebtedness of such Borrower.

SECTION 8.1.8 Additional Guaranty.

(a) Micro may cause any of its Subsidiaries to execute and deliver from time
to time in favor of the Lender Parties an Additional Guaranty for the repayment
of the Obligations.

(b) Concurrently when or promptly after any of its Subsidiaries (other than
any Foreign Subsidiary if and to the extent Micro, in consultation with the
Administrative Agent, reasonably determines that adverse tax consequences would
result therefrom (each a “Foreign Excluded Subsidiary“)) either
guarantees any Indebtedness of Micro or any other Obligor or satisfies (at any
time) the requirements hereunder which describe a Material Subsidiary, Micro
shall cause that Subsidiary (other than Coordination Center) to (i) execute and
deliver in favor of the Lender Parties an Additional Guaranty for the repayment
of the Obligations which Additional Guaranty (including, without limitation, any
Additional Guaranty executed and delivered by an Acceding Borrower pursuant to

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Section 6.3.3) shall be in substantially the form of Exhibit I
attached hereto, shall be governed by the laws of the State of New York, and
shall contain such other terms and provisions as the Administrative Agent
determines to be necessary or appropriate (after consulting with legal counsel)
in order that such Additional Guaranty complies with local laws, rules, and
regulations and is fully enforceable (at least to the extent of the form of
Additional Guaranty attached as Exhibit I) against such Additional
Guarantor.

SECTION 8.1.9 Intra-Group Agreement, etc. In the event any
Subsidiary of Micro enters into an Additional Guaranty pursuant to Section
6.3.3 or 8.1.8, an Authorized Person of such Subsidiary shall (a) in
the event such Subsidiary is the first Subsidiary of Micro to enter into an
Additional Guaranty, together with an Authorized Person of Micro, execute and
deliver to the Administrative Agent (with counterparts for each Lender) the
Intra-Group Agreement or (b) in the event the Intra-Group Agreement has
previously been so executed and delivered and is then in effect, execute and
deliver to the Administrative Agent (with counterparts for each Lender) such
instruments and documents evidencing accession of such Subsidiary under the
Intra-Group Agreement then in effect as the Administrative Agent may reasonably
request. Except to add additional Subsidiaries of Micro as parties thereto, the
terms of the Intra-Group Agreement shall not be amended or otherwise modified
without the prior consent of the Administrative Agent on behalf of and as
directed by the Required Lenders, such consent not to be unreasonably withheld.
In addition, no Person a party to the Intra-Group Agreement shall assign any of
its rights or obligations thereunder without the prior consent of the
Administrative Agent, such consent not to be unreasonably withheld.

SECTION 8.1.10 Ownership of Borrowers. Micro shall at all
times, directly or indirectly, hold 100% of the equity (or similar) interests of
each Borrower (other than itself).

SECTION 8.2 Negative Covenants. Each Borrower agrees with
the Agents and each Lender that, until all the Commitments have terminated and
all Obligations have been paid and performed in full, each Borrower will perform
its respective obligations set forth in this Section 8.2.

SECTION 8.2.1 Restriction on Incurrence of Indebtedness.

(a) No Borrower will (and no Borrower will permit any of its Subsidiaries to)
create, incur, assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness, other than the following:

(i) Any Indebtedness arising in respect of the Credit Extensions;

(ii) Indebtedness existing as of July 2, 2011, or incurred pursuant to
commitments or lines of credit in effect as of July 2, 2011, (or any renewal or
replacement thereof, so long as such renewals or replacements do not increase
the amount of such Indebtedness or such commitments or lines of credit), in any
case identified in Item 8.2.1(a)(ii) (Ongoing Indebtedness) of the
Disclosure Schedule; and

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(iii) additional Indebtedness if after giving effect to the incurrence
thereof the Borrowers are in compliance with Section 8.2.3, calculated as
of the date of the incurrence of such additional Indebtedness, on a pro forma
basis;

provided that, notwithstanding the foregoing, Coordination Center
shall not, at any time, create, incur, assume or suffer to exist or otherwise
become liable in respect of any Indebtedness that is senior in right of payment
to its Obligations hereunder.

(b) Micro will not at the end of any Fiscal Period permit (i) Total
Indebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any
Loan Document and Indebtedness constituting Acquired Existing Debt and Liens) to
exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to
be violated.

SECTION 8.2.2 Restriction on Incurrence of Liens. No
Borrower will (and no Borrower will permit any of its Subsidiaries to) create,
incur, assume or suffer to exist any Lien upon any of its property, revenues or
assets, whether now owned or hereafter acquired, except:

(a) Liens existing as of July 2, 2011, and identified in Item 8.2.2(a)
(Existing Liens) of the Disclosure Schedule and Liens resulting from the
extension, renewal or replacement of any such Liens in respect of the same
property theretofore subject to such Lien; provided that (i) no property
shall become subject to such extended, renewed or replacement Lien that was not
subject to the Lien extended, renewed or replaced, (ii) the aggregate principal
amount of Indebtedness secured by any such extended, renewed or replacement Lien
shall not be increased by such extension, renewal or replacement, (iii) the
Indebtedness secured by such Lien shall be incurred in compliance with the
applicable terms hereof, including Section 8.2.3, and (iv) both
immediately before and after giving effect thereto, no Default shall exist;

(b) Liens for taxes, assessments or other governmental charges or levies not
at the time delinquent or thereafter payable without penalty or being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books;

(c) Liens of carriers, warehousemen, mechanics, materialmen and landlords
incurred in the ordinary course of business for sums not overdue or being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books;

(d) Liens incurred in the ordinary course of business in connection with
workers153 compensation, unemployment insurance or other forms of governmental
insurance or benefits, or to secure performance of statutory obligations, leases
and contracts (other than for borrowed money) entered into in the ordinary
course of business or to secure obligations on surety or appeal bonds;

(e) (i) Judgment Liens of an amount not exceeding at any time either 7.25% of
Consolidated Tangible Net Worth at the end of the most recently ended Fiscal
Period or $100,000,000, whichever is less, in the aggregate or (ii) Liens
related to the Brazilian/ISS Judgment in an amount not to exceed the Maximum
Brazilian/ISS

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Judgment Amount, or, in each case, with respect to which execution has been
stayed or the payment of which is covered in full (subject to a customary
deductible) by insurance maintained with responsible insurance companies and for
which, within 30 days of such judgment, the insurance carrier has acknowledged
coverage in writing;

(f) Liens on property purchased or constructed after the date hereof securing
Indebtedness used to purchase or construct such property; provided that
(i) no such Lien shall be created in or attach to any other asset at the time
owned by Micro or any of its Subsidiaries if the aggregate principal amount of
the Indebtedness secured by such property would exceed the fair market value of
such property and assets, taken as a whole, (ii) the aggregate outstanding
principal amount of Indebtedness secured by all such Liens shall not at any time
exceed 100% of the fair market value of such property at the time of the
purchase or construction thereof, and (iii) each such Lien shall have been
incurred within 270 days of the purchase or completion of construction of such
property;

(g) Liens resulting from utility easements, building restrictions and such
other encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in
any material may affect the marketability of the same or interfere with the use
thereof in the business of any Borrower or any of its Subsidiaries;

(h) Liens incurred in the normal course of business in connection with
bankers153 acceptance financing or used in the ordinary course of trade practices,
statutory lessor and vendor privilege liens and liens in connection with ad
valorem taxes not yet due, good faith bids, tenders and deposits;

(i) Liens in favor of any bank on property or assets held in the ordinary
course of business in accounts maintained with such bank in connection with
treasury, depositary and cash management services, Pooling Arrangements or
automated clearing house transfers of funds;

(j) Liens on all goods held for sale on consignment;

(k) Liens granted by any Subsidiary of Micro in favor of Micro or in favor of
another Subsidiary of Micro that is the parent of such Subsidiary granting the
Lien, other than Liens granted by a Guarantor to a Subsidiary of Micro that is
not a Guarantor; provided that no Person that is not a Subsidiary of
Micro shall be secured by or benefit from any such Lien;

(l) Liens of the nature referred to in clause (b) of the definition of
the term “Lien” and granted to a purchaser or any assignee of such purchaser
which has financed the relevant purchase of Trade Accounts Receivable of any
Borrower or any of their respective Subsidiaries and Liens on any related
property that would ordinarily be subject to a Lien in connection therewith such
as proceeds and records;

(m) Liens on Trade Accounts Receivable or interests therein of Micro or any
of its Subsidiaries with respect to any accounts receivable securitization
program (including any accounts receivable securitization program structured as
such that remains

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on the consolidated balance sheet of Micro and its Consolidated Subsidiaries)
and on any related property that would ordinarily be subject to a Lien in
connection therewith such as proceeds and records; and

(n) Additional Permitted Liens.

SECTION 8.2.3 Financial Condition. Micro will not permit any
of the following:

(a) the ratio of (i) Consolidated EBITDA for any period of four consecutive
Fiscal Periods to (ii) Consolidated Interest Charges for such period to be less
than 2.75 to 1.0;

(b) the Leverage Ratio to exceed 4.00 to 1.0;

provided that, for purposes of calculating the preceding ratios the
contribution of any Subsidiary of Micro acquired (to the extent the acquisition
is treated for accounting purposes as a purchase) during those four Fiscal
Periods to Consolidated EBITDA shall be calculated on a pro forma basis as if it
had been a Subsidiary of Micro during all of those four Fiscal Periods.

SECTION 8.2.4 Dividends.

(a) Except as permitted by Section 8.2.4(b), Micro will not declare or
pay any dividends (in cash, property, or obligations) or any other payments or
distributions on account of, or set apart money for a sinking or analogous fund
for, or purchase, redeem, retire or otherwise acquire for value, any shares of
its capital stock now or hereafter outstanding or any warrants, options or other
rights to acquire the same; return any capital to its stockholders as such; or
make any distribution of assets to its stockholders as such (each a
“Restricted Payment“).

(b) Micro shall be permitted to (i) redeem, purchase or acquire any of its
Indebtedness that is convertible into its capital stock and (ii) make other
Restricted Payments; provided that (x) no Restricted Payment shall be
permitted to be made under this Section 8.2.4 if any Default shall have
occurred and be continuing or would occur after giving effect thereto on the
date such Restricted Payment is made and (y) solely in the case of any
Restricted Payments pursuant to clause (ii) above, if the Leverage Ratio for
either of the two Fiscal Periods immediately last ended before the date that
such Restricted Payment is made equals or exceeds 3.00 to 1.00 (the first such
Fiscal Period in which the Leverage Ratio equaled or exceeded 3.00 to 1.00 being
the “Non-Compliance Period“), no Restricted Payment may be made in any
period of four consecutive Fiscal Periods commencing on or following the
Non-Compliance Period if, together with all other Restricted Payments made or
declared during such period of four consecutive Fiscal Periods, such Restricted
Payment would exceed $200,000,000 until the Leverage Ratio has been less than
3.00 to 1.00 for two consecutive Fiscal Periods and provided
further that in the case of any Restricted Payment constituting a
dividend, the applicable date of determination under clauses (x) and (y) above
shall be the date such dividend is declared rather than the date it is paid, it
being understood that any dividend declared in compliance with this Section
8.2.4(b) may be paid without contravention of this Section

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8.2.4 even if, as of the date of its payment, it would not be
permitted under clause (x) or (y) above (and, for purposes of calculations
pursuant to clause (y), such dividend shall be included solely in the Fiscal
Period in which it was declared).

SECTION 8.2.5 Mergers, Consolidations, Substantial Asset Sales, and
Dissolutions. No Borrower may merge or consolidate with another Person,
or sell, lease, transfer, or otherwise dispose of assets constituting all or
substantially all of the assets of Micro and its Consolidated Subsidiaries
(taken as a whole) to another Person, or liquidate or dissolve, except for the
following so long as, in each case, no Event of Default exists or would exist
after giving effect to the following:

(a) An Acceding Borrower may liquidate or dissolve, or merge or consolidate
with another Person, or sell, lease, transfer, or otherwise dispose of all or
substantially all of its assets to another Obligor, so long as, in each case (i)
an Obligor is the surviving entity of any such liquidation, dissolution, merger,
or consolidation or the transferee of such assets, and (ii) Micro is the
surviving entity if involved in such a merger or consolidation.

(b) Coordination Center may merge or consolidate with another Person if
either (i) Coordination Center is the surviving entity or (ii) the surviving
Person (A) is organized and in good standing under the laws of The Kingdom of
Belgium and (B) expressly assumes Coordination Center153s Obligations in a written
agreement satisfactory in form and substance to the Required Lenders.

(c) Micro may merge or consolidate with another Person if:

(i) either Micro is the surviving entity or the surviving Person (A) is
organized and in good standing under the laws of a State of the United States
and (B) expressly assumes Micro153s Obligations in a written agreement
satisfactory in form and substance to the Required Lenders; and

(ii) unless Micro is the surviving entity in a merger or consolidation that
does not constitute a Material Asset Acquisition, Micro delivers to the
Administrative Agent, before the merger or consolidation becomes effective, a
certificate of Micro153s chief executive officer, chief financial officer, or
Treasurer stating and demonstrating in reasonable detail that (assuming such
proposed transaction had been consummated on the first day of the most recently
ended period of four Fiscal Periods for which financial statements have been or
are required to have been delivered pursuant to Section 8.1.1) Micro (or
the other surviving Person) would have been, on a pro forma basis, in compliance
with each of the covenants set forth in Section 8.2.3 as of the last day
of such period.

SECTION 8.2.6 Transactions with Affiliates. Except in the
ordinary course of business, no Borrower will (and no Borrower will permit any
of its Subsidiaries to), directly or indirectly, pay any funds to or for the
account of, make any investment (whether by acquisition of stock or
Indebtedness, by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or indirectly, any Indebtedness,
or otherwise) in, lease, sell,

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transfer, or otherwise dispose of any assets, tangible or intangible, to, or
participate in, or effect, any transaction with, any Affiliate (any such
payment, investment, lease, sale, transfer, other disposition or transaction, an
“Affiliate Transaction“) except on an arms-length basis on terms at least
as favorable to such Borrower (or such Subsidiary) as terms that could have been
obtained from a third party who was not an Affiliate; provided that:

(a) the foregoing provisions of this Section 8.2.6 do not prohibit (i)
agreements with or for the benefit of employees of such Borrower or any
Subsidiaries regarding bridge home loans and other loans necessitated by the
relocation of such Borrower153s or such Subsidiary153s business or employees, or
regarding short-term hardship advances, (ii) loans to officers or employees of
such Borrower or any of its Subsidiaries in connection with the exercise of
rights under such Borrower153s stock option or stock purchase plan, (iii) any such
Person from declaring or paying any lawful dividend or other payment ratably in
respect of all of its capital stock of the relevant class so long as, in the
case of Micro, after giving effect thereto, no Default shall have occurred and
be continuing, (iv) any Affiliate Transaction between Micro and any of its
Subsidiaries or between any Subsidiaries of Micro, or (v) any Affiliate
Transaction (other than any Affiliate Transaction described in clauses
(i) through (iv) above) in which the amount involved does not exceed
$50,000; and

(b) the Borrowers shall not, nor shall they permit any of their respective
Subsidiaries to, participate in effect any Affiliate Transactions otherwise
permitted pursuant to this Section 8.2.6 which either individually or in
the aggregate may involve obligations that are reasonably likely to have a
Material Adverse Effect. The approval by the independent directors of the Board
of Directors of the relevant Borrower (or the relevant Subsidiary thereof) of
any Affiliate Transaction to which such Borrower (or the relevant Subsidiary
thereof) is a party shall create a rebuttable presumption that such Affiliate
Transaction is on an arms-length basis on terms at least as favorable to such
Borrower (or the relevant Subsidiary thereof) as terms that could have been
obtained from a third party who was not an Affiliate.

SECTION 8.2.7 Limitations on Acquisitions.

(a) No Borrower may make any Material Asset Acquisition unless no Event of
Default exists or would exist after giving effect to the proposed Material Asset
Acquisition.

(b) Without first providing the notice to the Administrative Agent and the
Lenders required by this Section 8.2.7(b), the Borrowers shall not (and
shall not permit their respective Subsidiaries to) acquire any outstanding stock
of any U.S. or non-U.S. corporation, limited company or similar entity of which
the shares constitute Margin Stock if after giving effect to such acquisition,
Micro and its Affiliates shall hold, in the aggregate, more than 5% of the total
outstanding stock of the issuer of such Margin Stock, which notice shall include
the name and jurisdiction of organization of such relevant issuer, the market on
which such stock is traded, the total percentage of such relevant issuer153s stock
currently held, and the purpose for which the acquisition is being made.

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(c) Notwithstanding any contrary provision in this Section 8.2.7, the
Borrowers shall not (and shall not permit their respective Subsidiaries to) (i)
directly or indirectly use the proceeds of any Credit Extension to make any
Acquisition unless, if the board of directors of the Person to be acquired has
notified Micro or any of its Subsidiaries that it opposes the offer by the
proposed purchaser to acquire that Person, then that opposition has been
withdrawn, or (ii) make any Acquisition unless, if the proposed Acquisition is
structured as a merger or consolidation, it will be consummated in compliance
with Section 8.2.5.

(d) Execution and delivery of each Continuation Notice shall constitute the
relevant Borrower153s representation and warranty that the Borrowers are not then
in violation of Section 8.2.7(c)(i).

SECTION 8.2.8 Limitation on Businesses. Micro and its
Subsidiaries, considered as a whole, will not engage principally in businesses
other than those conducted by Micro and its Subsidiaries on the date hereof, as
described in the preamble of this Agreement.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1 Listing of Events of Default.
Any of the following events or occurrences described in this Section 9.1
shall constitute an “Event of Default“.

SECTION 9.1.1 Non-Payment of Obligations. A default shall
occur in the payment or prepayment when due (a) by any Borrower of any principal
of any Loan, (b) by any Borrower of any interest on any Loan, (c) by any
Borrower of any Reimbursement Obligation or any deposit of cash for collateral
purposes pursuant to Section 3.2.2 or 3.2.4 or (d) by any
Guarantor of any Guaranteed Obligation (as defined in such Guarantor153s
Guaranty), and, in the case of clauses (b) or (d), such default
shall continue unremedied for a period of five Business Days.

SECTION 9.1.2 Breach of Warranty. Any representation or
warranty of any Obligor made or deemed to be made hereunder or in any other Loan
Document executed by it or in any other writing or certificate furnished by or
on behalf of any Obligor to the Administrative Agent or any Lender for the
purposes of or in connection with this Agreement or any such other Loan Document
(including any certificates delivered pursuant to Article VI) is or shall
be incorrect when made in any material respect.

SECTION 9.1.3 Non-Performance of Certain Covenants and
Obligations. Any Obligor shall default in the due performance and
observation of any of its obligations under Section 8.2.2 (excluding the
involuntary incurrence of Liens involving individually or collectively amounts
in controversy or encumbered assets or both having a value of less than
$100,000,000 at any time, which involuntary incurrences are subject to
Section 9.1.4), Section 8.2.3, Section 8.2.4, or
Section 8.2.5.

SECTION 9.1.4 Non-Performance of Other Covenants and
Obligations. Any Obligor shall default in the payment when due of any
fee or any other Obligation not subject to Section 9.1.1, or the due
performance and observance of any other covenant, agreement or

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obligation contained herein or in any other Loan Document, and such default
shall continue unremedied for a period of 30 days after Micro obtains actual
knowledge thereof or notice thereof shall have been given to Micro by the
Administrative Agent or any Lender.

SECTION 9.1.5 Default on Indebtedness. A default shall occur
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness of any Obligor or any of its
Subsidiaries (other than Indebtedness described in Section 9.1.1 or
Indebtedness which is non-recourse to any Obligor, or any Subsidiary of any
Obligor) having an outstanding aggregate principal amount, for Micro and its
Subsidiaries as a group, in excess of the lesser of (a) (i) 5% of Consolidated
Tangible Net Worth for the then most recently ended Fiscal Period, individually,
or (ii) 10% of Consolidated Tangible Net Worth for the then most recently ended
Fiscal Period, when taken together with (A) all other Indebtedness under which a
default (payment or otherwise) has occurred and is then continuing and (B) the
Securitization Financing Amount of all Securitization Defaults described in
Section 9.1.10 that have occurred and are then continuing and (b)
$100,000,000 (or the equivalent thereof in any other currency), or a default
shall occur in the performance or observance of any obligation or condition with
respect to such Indebtedness if the effect of such default is to cause, or
(without the giving of further notice or lapse of additional time) to permit the
holder or holders of such Indebtedness, or any trustee or agent for such holders
to cause, the maturity of any such Indebtedness to be accelerated or such
Indebtedness to be prepaid, redeemed, purchased, defeased or otherwise to become
due and payable prior to its expressed maturity.

SECTION 9.1.6 Judgments. (x) Any judgment or order for the
payment of money in excess of (individually or in the aggregate), for Micro and
its Subsidiaries as a group, an amount equal at any time to either 7.25% of
Consolidated Tangible Net Worth at the end of the most recently ended Fiscal
Period or $100,000,000, whichever is less (or, in either case, the equivalent
thereof in any other currency), shall be rendered against any Obligor or any of
their respective Subsidiaries or (y) the Brazilian/ISS Judgment shall be
rendered in an amount in excess of the Maximum Brazilian/ISS Judgment Amount,
and, in each case, either:

(a) enforcement proceedings shall have been commenced and be continuing by
any creditor upon such judgment or order for any period of 30 consecutive days;
or

(b) there shall be any period during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.

SECTION 9.1.7 Pension Plans. Any of the following events
shall occur with respect to any Pension Plan:

(a) the institution of any steps by any Obligor, any member of its Controlled
Group or any other Person to terminate a Pension Plan if, as a result of such
termination, any such Obligor or any such member could be required to make a
contribution in excess of $100,000,000 (or the equivalent thereof in any other
currency), to such Pension Plan, or could reasonably expect to incur a liability
or obligation in excess of $100,000,000 (or the equivalent thereof in any other
currency), to such Pension Plan; or

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(b) a contribution failure occurs with respect to any Pension Plan sufficient
to give rise to a Lien under Section 302(f) of ERISA.

SECTION 9.1.8 Bankruptcy, Insolvency, etc. Any Obligor or
any Material Subsidiary shall:

(a) become insolvent or generally fail to pay, or admit in writing its
inability to pay, debts as they become due;

(b) apply for, consent to, or acquiesce in, the appointment of a trustee,
receiver, administrative receiver, sequestrator, liquidator or other custodian
for it, its property, or make a general assignment for the benefit of creditors;

(c) in the absence of such application, consent or acquiescence, permit or
suffer to exist the appointment of a trustee, administrative receiver, receiver,
sequestrator, liquidator or other custodian for it or for a substantial part of
its property, and such trustee, receiver, sequestrator, liquidator or other
custodian shall not be discharged within 60 days; provided that each
Obligor and each Material Subsidiary hereby expressly authorizes each Lender
Party to appear in any court conducting any relevant proceedings during such
60-day period to preserve, protect and defend its rights under this Agreement
and the other Loan Documents;

(d) permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution, winding up or liquidation
proceeding, in respect of any Obligor or any Material Subsidiary thereof, as the
case may be, and, if any such case or proceeding is not commenced by such
Person, such case or proceeding shall be consented to or acquiesced in by such
Obligor or Material Subsidiary, as the case may be, or shall result in the entry
of an order for relief or shall remain for 60 days unstayed or undismissed;
provided that each Obligor and each Material Subsidiary hereby expressly
authorizes each Lender Party to appear in any court conducting any such case or
proceeding during such 60-day period to preserve, protect and defend its rights
under this Agreement and the other Loan Documents; or

(e) take any action authorizing, or in furtherance of, any of the foregoing.

SECTION 9.1.9 Guaranties. Any of the Guaranties or any
provisions thereof shall be found or held invalid or unenforceable by a court of
competent jurisdiction or shall have ceased to be effective because of the
merger, dissolution or liquidation of a Guarantor (other than as may result from
a transaction permitted pursuant to Section 8.2.5 or by reason of a
merger of Guarantor under one Guaranty into the Guarantor under another
Guaranty) or any Guarantor shall have repudiated its obligations under a
Guaranty.

SECTION 9.1.10 Default Under Trade Accounts Receivable Financing
Programs. Any early liquidation, termination or similar event shall
have occurred and be continuing under any outstanding Trade Accounts Receivable
Financing Program of Micro or any of its Consolidated Subsidiaries on account of
the failure by Micro or any of its Subsidiaries to comply with any applicable
provision in the agreements governing said program or to satisfy any

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condition required to be met by it thereunder (each a “Securitization
Default“), the Securitization Financing Amount of which is in excess of the
lesser of (a) (i) 5% of Consolidated Tangible Net Worth for the then most
recently ended Fiscal Period, individually, or (ii) 10% of Consolidated Tangible
Net Worth for the then most recently ended Fiscal Period, when taken together
with (A) the Securitization Financing Amount of all other Securitization
Defaults that have occurred and are then continuing and (B) all Indebtedness
under which a default described in Section 9.1.5 has occurred and is then
continuing and (b) $100,000,000 (or the equivalent thereof in any other
currency).

SECTION 9.2 Action if Bankruptcy. If any Event of Default
described in Section 9.1.8 shall occur, the Commitments (if not
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without notice or
demand.

SECTION 9.3 Action if Other Event of Default. If any Event
of Default (other than any Event of Default described in Section 9.1.8)
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Administrative Agent, upon the direction of the Required Lenders, shall by
notice to Micro declare all or any portion of the outstanding principal amount
of the Loans and all other Obligations to be due and payable and/or the
Commitments to be terminated, whereupon the full unpaid amount of the Loans and
all other Obligations which shall be so declared due and payable shall be and
become immediately due and payable, without further notice, demand or
presentment, and/or, as the case may be, the Commitments shall terminate.
Notwithstanding anything to the contrary contained herein or in any other Loan
Document, the authority to enforce rights and remedies hereunder and under the
other Loan Documents shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and
maintained exclusively by, the Administrative Agent in accordance with this
Section and at the instruction of the Required Lenders for the benefit of all
the Lenders and the Issuer; provided, however, that the foregoing
shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the
rights and remedies that inure to its benefit (solely in its capacity as Issuer
or Swing Line Lender, as the case may be) hereunder and under the other Loan
Documents, or (ii) any Lender from exercising setoff rights in accordance with
the terms of this Agreement.

SECTION 9.4 Cash Collateral. If any Event of Default shall
occur for any reason, whether voluntary or involuntary, and shall not have been
cured or waived and shall be continuing and the Obligations are or have been
declared due and payable under Section 9.2 or 9.3, the
Administrative Agent may apply any cash collateral held by the Administrative
Agent pursuant of Section 3.2.4 to the payment of the Obligations in any
order in which the Required Lenders may elect.

ARTICLE X

AGENTS

SECTION 10.1 Authorization and Actions. Each Lender hereby
appoints Scotia Capital as the Administrative Agent and BOA, BNP, RBS and Union
as the Syndication Agents

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under, and for the purposes set forth in, this Agreement and each other Loan
Document. Each Lender authorizes each Agent to act on behalf of such Lender
under this Agreement and each other Loan Document and in the absence of other
written instructions from the Required Lenders received from time to time by the
Agents (with respect to which each Agent agrees that it will comply, except as
otherwise provided in this Section 10.1 or as otherwise advised by
counsel), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Agents by the terms hereof and thereof, together
with such powers as may be reasonably incidental thereto. Each Lender hereby
indemnifies (which indemnity shall survive any termination of this Agreement)
each Agent pro rata according to such Lender153s Percentage, from and against any
and all liabilities, obligations, losses, damages, claims, costs or expenses of
any kind or nature whatsoever which at any time may be imposed on, incurred by,
or asserted against, each Agent in any way relating to or arising out of this
Agreement or any other Loan Document, including reasonable attorneys153 fees, and
as to which any Agent is not reimbursed by Micro or the other Obligors (and
without limiting any of their obligation to do so); provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted solely
from such Agent153s gross negligence or willful misconduct. No Agent shall be
required to take any action hereunder or under any other Loan Document, or to
prosecute or defend any suit in respect of this Agreement or any other Loan
Document, unless it is indemnified hereunder to its satisfaction. If any
indemnity in favor of any Agent shall be or become, in such Agent153s
determination, inadequate, the Administrative Agent may call additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

SECTION 10.2 Funding Reliance, etc. Unless the
Administrative Agent shall have been notified by telephone, confirmed in
writing, by any Lender by 5:00 p.m., Applicable Time, on the Business Day prior
to the making of a Loan that such Lender will not make available an amount which
would constitute its Percentage of such requested Loan on the date specified
therefor, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such
assumption, make available to the relevant Borrower a corresponding amount. If
and to the extent that such Lender shall not have made such amount available to
the Administrative Agent, such Lender and the relevant Borrower severally agree,
to pay the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date the Administrative
Agent made such amount available to the relevant Borrower to the date such
amount is repaid to the Administrative Agent at an annual interest rate equal to
the Administrative Agent153s Cost of Funds for the first day that the
Administrative Agent made such amounts available and thereafter at a rate of
interest equal to the interest rate applicable at the time to the requested
Loan.

SECTION 10.3 Exculpation. No Agent nor any of their
respective directors, officers, employees or agents shall be liable to any
Lender for any action taken or omitted to be taken by it under this Agreement or
any other Loan Document, or in connection herewith or therewith, except for its
own willful misconduct or gross negligence, nor be responsible for any recitals
or warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor to
make any inquiry respecting the performance by any Obligor of its obligations
hereunder or under any other Loan Document

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(except that the Administrative Agent shall confirm receipt of the items
required to be delivered to it pursuant to Section 6.1). Any such inquiry
which may be made by any Agent shall not obligate it to make any further inquiry
to take any action. Each Agent shall be entitled to rely upon advice of counsel
concerning legal matters and upon any notice, consent, certificate, statement or
writing which each such Agent believes to be genuine and to have been presented
by a proper Person.

SECTION 10.4 Successor. Any Agent may resign as such at any
time upon at least 30 days153 prior notice to Micro and all the Lenders. If an
Agent shall at any time resign, the Required Lenders, after consultations with
Micro, may appoint another Lender as a successor Administrative Agent or
Syndication Agent, as the case may be, whereupon such Lender shall become the
Administrative Agent or a Syndication Agent hereunder, as the case may be. If no
successor Administrative Agent or Syndication Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Administrative Agent153s or Syndication Agent153s giving
notice of resignation, then the retiring Administrative Agent or Syndication
Agent may, on behalf of the Lenders, after consultations with Micro, appoint a
successor Administrative Agent or Syndication Agent, as the case may be, which
shall be one of the Lenders or a commercial banking institution that is
organized under the laws of the United States or any State thereof (or a branch
or agency of either) and that has a combined capital and surplus of at least
$500,000,000. Upon acceptance of any appointment as Administrative Agent or
Syndication Agent hereunder, as the case may be, by a successor Administrative
Agent or Syndication Agent, as the case may be, such successor Administrative
Agent or Syndication Agent shall be entitled to receive from the retiring
Administrative Agent or Syndication Agent such documents of transfer and
assignment as such successor Administrative Agent or Syndication Agent, as the
case may be, may reasonably request, and shall thereupon succeed to and become
vested with all rights, powers, privileges and duties of the retiring
Administrative Agent or Syndication Agent, as the case may be, and the retiring
Administrative Agent or Syndication Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Administrative Agent153s
or Syndication Agent153s resignation hereunder as the Administrative Agent or a
Syndication Agent, as the case may be, the provisions of:

(a) this Article X shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was the Administrative Agent or a
Syndication Agent under this Agreement; and

(b) Sections 11.3 and 11.4 shall continue to inure to its
benefit.

SECTION 10.5 Credit Extensions by an Agent. Each Agent shall
have the same rights and powers with respect to the Credit Extensions made by it
or any of its Affiliates in its capacity as a Lender and may exercise the same
as if it were not an Agent hereunder. Each Agent and its respective Affiliates
may accept deposits from, lend money to, and generally engage in any kind of
business with any Obligor or Subsidiary of any thereof as if it were not an
Agent hereunder.

SECTION 10.6 Credit Decisions. Each Lender acknowledges that
it has, independently of the Agents and each other Lender, and based on such
Lender153s review of the

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financial information of each Obligor, this Agreement, the other Loan
Documents (the terms and provisions which being satisfactory to such Lender) and
such other documents, information and investigations as such Lender has deemed
appropriate, made its own credit decision to make available its Commitment. Each
Lender also acknowledges that it will, independently of the Agents and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.

SECTION 10.7 Copies, etc. The Administrative Agent shall
give prompt notice to each Lender of each notice or request required or
permitted to be given to the Administrative Agent by any Obligor pursuant to the
terms of this Agreement or any other Loan Document (unless concurrently
delivered to the Lenders by such Obligor). The Administrative Agent will
distribute to each Lender each document or instrument received for its account,
and copies of all other communications received by the Administrative Agent from
any Obligor, for distribution to the Lenders by the Administrative Agent in
accordance with the terms of this Agreement or any other Loan Document.

SECTION 10.8 Joint Lead Arrangers and other Agents. Anything
herein to the contrary notwithstanding, the Joint Lead Arrangers, the
Co-Bookrunners and the Syndication Agents listed on the cover page hereof shall
not have any duties or responsibilities under this Agreement, except in their
capacity, if any, as Administrative Agent or Lender.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1 Waivers, Amendments, etc. The provisions of
this Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by each Borrower and the Required Lenders; provided that no
such amendment, modification or waiver which would:

(a) modify any requirement hereunder that any particular action be taken by
all the Lenders or by the Required Lenders shall be effective unless consented
to by each Lender;

(b) modify this Section 11.1, change the definitions of “Percentage,”
or “Required Lenders,” increase the Total Commitment Amount or the Credit
Commitment Amount or Percentage of any Lender, extend the Commitment Termination
Date, or, subject to Section 8.2.5, release any Guarantor from any of its
payment obligations under the Guaranty entered into by it, shall be made without
the consent of each Lender;

(c) extend the due date for, or reduce the amount of, any scheduled repayment
or prepayment of principal of or interest on any Credit Extension or the amount
of any fee payable under Section 4.3 shall be made without the consent of
each Lender directly and adversely affected thereby; or

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(d) affect adversely the interests, rights or obligations of the
Administrative Agent, the Swing Line Lender or the Issuer shall be made without
the consent of the Administrative Agent, the Swing Line Lender or the Issuer, as
the case may be.

No failure or delay on the part of any Lender Party in exercising any power
or right under this Agreement or any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right. No notice to or demand on any Obligor in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver
or approval by any Lender Party under this Agreement or any other Loan Document
shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

SECTION 11.2 Notices. Unless otherwise specified to the
contrary, all notices and other communications provided to any party hereto
under this Agreement or any other Loan Document shall be in writing or by
facsimile and addressed, delivered or transmitted to such party at its address
or facsimile number set forth below its signature hereto or at such other
address or facsimile number as may be designated by such party in a notice to
the other parties. All notices, if mailed and properly addressed with postage
prepaid or if properly addressed and sent by paid courier service, shall be
deemed given when received by the recipient during normal business hours; all
notices if transmitted by facsimile shall be deemed given when transmitted and
the appropriate receipt for transmission received by the sender thereof during
the recipient153s normal business hours.

SECTION 11.3 Payment of Costs and Expenses. The Borrowers,
jointly and severally, agree to pay on demand all reasonable expenses (inclusive
of value added tax or any other similar tax imposed thereon) of the Agents
(including the reasonable fees and out-of-pocket expenses of the single counsel
to the Agents and of local counsel, if any, who may be retained by such counsel
to the Agents) in connection with the negotiation, preparation, execution, and
delivery of this Agreement and of each other Loan Document (including schedules,
exhibits, and forms of any document or instrument relevant to this Agreement or
any other Loan Document), and any amendments, waivers, consents, supplements, or
other modifications to this Agreement or any other Loan Document as from time to
time may hereafter be required, whether or not the transactions contemplated
hereby are consummated.

The Borrowers, jointly and severally, further agree to pay, and to save the
Lender Parties harmless from all liability for, stamp or other similar taxes
(including, without limitation, any registration duty imposed by Belgian law)
which may be payable in connection with the execution, delivery or enforcement
of this Agreement or any other Loan Document, and in connection with the making
of any Credit Extensions and the issuing of any Letters of Credit hereunder. The
Borrowers, jointly and severally, also agree to reimburse each Lender Party upon
demand for all out-of-pocket expenses (inclusive of value added tax or other
similar tax imposed thereon and including attorneys153 fees and legal expenses
(including actual cost to such Lender Party of its in-house counsel) on a full
indemnity basis) incurred by each such Lender Party in connection with (x) the
negotiation of any restructuring or “work-out,” whether or not consummated, of
any Obligations and (y) the enforcement of any obligations, provided
that the

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Borrowers, jointly and severally, shall reimburse each Lender Party for the
fees and legal expenses of only one counsel for such Lender Party.

SECTION 11.4 Indemnification. In consideration of the
execution and delivery of this Agreement and each other Loan Document by each
Lender Party and the extension of the Commitments, the Obligors hereby jointly
and severally indemnify, exonerate and hold each Lender Party and each of their
respective officers, directors, employees and agents (collectively, the
“Indemnified Parties“) free and harmless from and against any and all
actions, claims, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective of whether
any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys153 fees and disbursements,
which shall include the actual cost to such Indemnified Party of its in-house
counsel but shall not include the fees and expenses of more than one counsel to
such Indemnified Party (collectively, the “Indemnified Liabilities“),
incurred by Indemnified Parties or any of them as a result of, or arising out
of, or relating to:

(a) any transaction financed or to be financed in whole or in part, directly
or indirectly, with the proceeds of any Credit Extension;

(b) the entering into and performance of this Agreement and any other Loan
Document by any of the Indemnified Parties (excluding, however, any action
successfully brought by or on behalf of Micro or any other Borrower with respect
to any determination by any Lender not to fund any Credit Extension or not to
comply with Section 11.15 or any action by the Required Lenders to
terminate or reduce the Commitments or accelerate the Loans in violation of the
terms of this Agreement);

(c) any investigation, litigation or proceeding related to any acquisition or
proposed acquisition by any Obligor, or any of their respective Subsidiaries of
all or any portion of the stock or assets of any Person, whether or not any
Indemnified Party is party thereto;

(d) 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 any Obligor (or any of their respective
Subsidiaries) of any Hazardous Material; or

(e) the presence on or under, or the escape, seepage, leakage, spillage,
discharge, emission, discharging, or releases from, any real property owned or
operated by any Obligor (or any of their respective Subsidiaries) of any
Hazardous Material (including any losses, liabilities, damages, injuries, costs,
expenses, or claims asserted or arising under any Environmental Law), regardless
of whether caused by, or within the control of, such Person;

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party153s gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Obligors hereby jointly and severally

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agree to make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.
This Section 11.4 shall not apply with respect to taxes other than any
taxes that represent losses, claims, damages, etc. arising from any non-tax
claim.

SECTION 11.5 Survival. The obligations of Micro and each
other Obligor under Sections 5.3, 5.4, 5.5, 5.7,
11.3, and 11.4, and the obligations of the Lenders under
Sections 10.1 and 11.15, shall in each case survive any
termination of this Agreement, the payment in full of Obligations, and the
termination of the Commitments. The representations and warranties made by Micro
and each other Obligor in this Agreement and in each other Loan Document shall
survive the execution and delivery of this Agreement and each such other Loan
Document.

SECTION 11.6 Severability. Any provision of this Agreement
or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such Jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such Loan Document or affecting the
validity or enforceability of such provision in any other jurisdictions.

SECTION 11.7 Headings. The various headings of this
Agreement and of each other Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or such other
Loan Document or any provisions hereof or thereof.

SECTION 11.8 Execution in Counterparts, Effectiveness; Entire
Agreement. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same Agreement. This Agreement
shall become effective on the date when the Administrative Agent has (a)
received (i) counterparts hereof executed on behalf of each Initial Borrower,
the Agents, and each Lender or (ii) facsimile, telegraphic, or other written
confirmation (in form and substance satisfactory to the Administrative Agent,
who may rely upon the advice of its special counsel in making that
determination) of such execution and (b) so notified the Borrowers and the
Lenders; provided that no Lender shall have any obligation to make the
initial Credit Extension until the date (the “Effective Date“) that the
applicable conditions set forth in Sections 6.1 and 6.2 have been
satisfied as provided herein. The Effective Date must occur on or before 5:00
p.m., New York City time, on October 31, 2011. This Agreement and the other Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and supersede any prior agreements, written
or oral, with respect thereto. Each Lender that is a party to a Predecessor
Credit Agreement, by its execution hereof, waives any requirement of prior
notice of termination of the “Commitments” (as defined in the applicable
Predecessor Credit Agreement) pursuant to Section 2.2 thereof and of prepayment
of Loans thereunder to the extent necessary to give effect to Section
6.1.8.

SECTION 11.9 Jurisdiction.

SECTION 11.9.1 Submission; Service of Process; Immunity; etc. TO THE
FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH,

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THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY AGENT,
THE LENDERS, THE ISSUER OR ANY BORROWER MAY BE BROUGHT AND MAINTAINED IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. EACH FOREIGN BORROWER HEREBY IRREVOCABLY
APPOINTS MICRO (IN SUCH CAPACITY, THE “PROCESS AGENT“), WITH AN OFFICE ON
THE DATE HEREOF AT 1600 E. ST. ANDREW PLACE, SANTA ANA, CA 92705 UNITED STATES,
AS ITS AGENT TO RECEIVE, ON SUCH FOREIGN BORROWER153S BEHALF AND ON BEHALF OF SUCH
FOREIGN BORROWER153S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND
ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH
SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH
FOREIGN BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT153S ABOVE
ADDRESS, AND SUCH FOREIGN BORROWER IRREVOCABLY AUTHORIZES AND DIRECTS THE
PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF
SERVICE, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, EACH SUCH BORROWER HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

SECTION 11.9.2 Non-exclusivity. Nothing in this Section
11.9 limits the right of a Lender Party to bring proceedings against an
Obligor in connection with any Loan Document in any other court of competent
jurisdiction, or concurrently in more than one jurisdiction.

SECTION 11.9.3 Governing Law. EACH LOAN DOCUMENT (OTHER THAN THE
LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT

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AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY AND ITS PROVISIONS CONSTRUED
UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR
RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98–INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP RULES“)) AND, AS TO
MATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

SECTION 11.10 Successors and Assigns. This Agreement and
each other Loan Document shall be binding upon and shall inure to the benefit of
the parties hereto and thereto and their respective successors and assigns;
provided that:

(a) no Obligor may assign or transfer its rights or obligations hereunder or
under any other Loan Document without the prior written consent of all the
Lender Parties;

(b) the rights of sale, assignment and transfer of the Lenders are subject to
Section 11.11; and

(c) the rights of the Administrative Agent with respect to resignation or
removal are subject to Section 10.4.

SECTION 11.11 Assignments and Transfers of Interests. No
Lender may assign or sell participation interests in its Commitment or any of
its Credit Extensions or any portion thereof to any Persons except in accordance
with this Section 11.11.

SECTION 11.11.1 Assignments. Any attempted assignment or
transfer by a Lender of its Credit Extensions and Commitment not made in
accordance with this Section 11.11.1 shall be null and void.

(a) Any Lender may at any time assign or transfer to (i) one or more Eligible
Assignees, to any of its Affiliates or to any other Lender, in each case (so
long as no Event of Default exists at the time) with the consent of the
Administrative Agent and Micro (such consent not to be unreasonably withheld or
delayed; provided that, it shall not be unreasonable for Micro to
withhold consent if such assignment will result in any Borrower becoming liable
to make greater or additional payments (whether under Section 5.7 or
otherwise); provided that, such consent by Micro need not be obtained to
effect an assignment (A) from any Lender to its own affiliate, or (B) if any
Event of Default has occurred and is continuing, to any bank or financial
institution or trust, fund or other entity which is regularly engaged in or
established for the purpose of making, purchasing or investing in loans,
securities or other financial assets, or (ii) any Federal Reserve Bank (each
Person described in any of the foregoing clauses as being the Person to whom
such

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assignment or transfer is available to be made, being hereinafter referred to
as a “Transferee Lender“) all or any part of such Lender153s total Credit
Extensions and Commitment (which assignment or transfer shall be of a constant,
and not a varying, percentage of all the assigning Lender153s Credit Extensions
and Commitment) in a minimum aggregate amount equal to the lesser of (i) the
entire amount of such Lender153s total Credit Extensions and Commitment or (ii)
$5,000,000; provided, however, in no event may any such assignment
or transfer be made to a Defaulting Lender or any of its Subsidiaries.

(b) Notwithstanding clause (a) above, each Obligor and Agent shall be
entitled to continue to deal solely directly with such Lender in connection with
the interests so assigned or transferred to a Transferee Lender unless and until
(i) notice of such assignment or transfer (which notice shall be satisfied by
the delivery of a Lender Assignment Agreement), together with payment
instructions, addresses, and related information with respect to such Transferee
Lender, shall have been given to Micro and each Agent by such Lender and such
Transferee Lender, (ii) such Transferee Lender shall have executed and delivered
to Micro and each Agent, a Lender Assignment Agreement, and (iii) the Lender or
the Transferee Lender shall have paid a $3,500 processing fee to the
Administrative Agent.

(c) From and after the effective date of such Lender Assignment Agreement,
subject to the recording thereof by the Administrative Agent pursuant to
paragraph (f) hereof (i) the Transferee Lender thereunder shall be deemed
automatically to have become a party to this Agreement and (to the extent rights
and obligations under this Agreement have been assigned and transferred to such
Transferee Lender in connection with such Lender Assignment Agreement) shall
have the rights and obligations of a Lender under this Agreement and the other
Loan Documents, and (ii) the assignor Lender (to the extent that rights and
obligations under this Agreement have been assigned and transferred by it in
connection with such Lender Assignment Agreement) shall be released from its
obligations under this Agreement and the other Loan Documents (provided
that, such assignor Lender shall continue to retain indemnification rights under
Section 11.4 which survive termination of this Agreement to the extent
any indemnity claim thereunder arises prior to the effective date of such Lender
Assignment Agreement); provided, that except to the extent otherwise
expressly agreed by the affected parties, no assignment by a Defaulting Lender
will constitute a waiver or release of any claim of any party hereunder arising
from that Lender153s having been a Defaulting Lender.

(d) Accrued interest and accrued fees shall be paid in respect of assigned
and retained Credit Extensions and Commitments at the same time or times
provided in this Agreement, notwithstanding any such assignments or transfers.

(e) In connection with any assignment of rights and obligations of any
Defaulting Lender hereunder, no such assignment shall be effective unless and
until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Administrative
Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment,

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purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrowers and
the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, each Issuer, the Swingline Lender and each other
Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as
appropriate) its full pro rata share of all Loans and participations in Letters
of Credit and Swing Line Loans in accordance with its Percentage.
Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under
applicable law without compliance with the provisions of this paragraph, then
the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs.

(f) The Administrative Agent, acting solely for this purpose as an agent of
the Obligor, shall maintain at one of its offices in Toronto, Canada a copy of
each Lender Assignment Agreement delivered to it and a register for the
recordation of the names and addresses of the Lender Parties, and the
Commitments of, and principal amounts (and stated interest) of the Credit
Extensions owing to, each Lender Party pursuant to the terms hereof from time to
time (the “Register“). The entries in the Register shall be conclusive
absent manifest error, and the Obligor, the Administrative Agent and the Lender
Parties shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Obligor and any
Lender Party (and may be provided to any applicable taxing authority), at any
reasonable time and from time to time upon reasonable prior notice.

SECTION 11.11.2 Participations. Any Lender may at any time
sell to one or more commercial banks or other Persons (each of such commercial
banks and other Persons being herein called a “Participant“)
participating interests in any of its Credit Extensions and Commitments
hereunder; provided that:

(a) no participation contemplated in this Section 11.11.2 shall
relieve such Lender from its Commitments or its other obligations hereunder or
under any other Loan Document;

(b) such Lender shall remain solely responsible for the performance of its
Commitments and such other obligations;

(c) each Borrower and each other Obligor and the Agents shall continue to
deal solely and directly with such Lender in connection with such Lender153s
rights and obligations under this Agreement and each other Loan Document;

(d) no Participant, unless such Participant is an Affiliate of such Lender or
is itself a Lender, shall be entitled to require such Lender to take or refrain
from taking any action hereunder or under any other Loan Document, except that
such Lender may agree

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with any Participant that such Lender will not, without such Participant153s
consent, take any actions of the type described in clause (a), (b)
or clause (c) of Section 11.1; and

(e) no Borrower shall be required to pay any amount under this Agreement that
is greater than the amount which it would have been required to pay had no
participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 5.3, 5.4, 5.5, 5.7, 5.9,
5.10, 11.3, and 11.4, shall be considered a Lender (subject
to the requirements and limitations therein); provided that such
Participant (A) agrees to be subject to the provisions of Sections 5.12
and 5.13 as if it were a Lender Party; and (B) shall not be entitled to
receive any greater payment under Section 5.7, with respect to any
participation, than its participating Lender Party would have been entitled to
receive, except to the extent such entitlement to receive a greater payment
results from a change in law that occurs after the Participant acquired the
applicable participation. Each Lender Party that sells a participation agrees,
at the Obligor153s request and expense, to use reasonable efforts to cooperate
with the Obligor to effectuate the provisions of Section 5.12 with
respect to any Participant.

Each Lender Party that sells a participation shall, acting solely for this
purpose as an agent of the Obligor, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated
interest) of each Participant153s interest in the Credit Extensions or other
obligations under the Loan Documents (the “Participant Register“);
provided that no Lender Party shall have any obligation to disclose all
or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant153s interest in any
commitments, loans, letters of credit or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is
in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender Party shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the
avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.

SECTION 11.12 Other Transactions. Nothing contained herein
shall preclude any Lender Party from engaging in any transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with any
Obligor or any of its Affiliates in which such Obligor or such Affiliate is not
restricted hereby from engaging with any other Person.

SECTION 11.13 Further Assurances. Each Obligor agrees to do
such further acts and things and to execute and deliver to each Lender Party
such additional assignments, agreements, powers, and instruments, as such Lender
Party may reasonably require or deem advisable to carry into effect the purposes
of this Agreement or any other Loan Document or to better assure and confirm
unto such Lender Party its rights, powers and remedies hereunder and thereunder.

SECTION 11.14 Waiver of Jury Trial. THE AGENTS, THE LENDERS,
MICRO, AND EACH OTHER OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND

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INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE LENDER PARTIES, THE AGENTS OR MICRO OR ANY OTHER
OBLIGOR. MICRO AND EACH OTHER OBLIGOR AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT TO WHICH IS A PARTY.

SECTION 11.15 Confidentiality. Each of the Lender Parties
hereby severally agrees with each Borrower that it will keep confidential all
information delivered to such Lender Party or on behalf of each Borrower or any
of their respective Subsidiaries which information is known by such Lender Party
to be proprietary in nature, concerns the terms and conditions of this Agreement
or any other Loan Document, or is clearly marked or labeled or otherwise
adequately identified when received by such Lender Party as being confidential
information (all such information, collectively for purposes of this section,
“confidential information“); provided that each Lender Party shall
be permitted to deliver or disclose “confidential information“: (a) to
directors, officers, employees and affiliates; (b) to authorized agents,
attorneys, auditors and other professional advisors retained by such Lender
Party that have been apprised of such Lender Party153s obligation under this
Section 11.15 and have agreed to hold confidential the foregoing information
substantially in accordance with the terms of this Section 11.15; (c)
subject to such Person153s written confidentiality agreement in favor of the
Borrowers with provisions substantially the same as in this Section
11.15, to (i) any Transferee Lender or Participant or prospective Transferee
Lender or Participant with respect to such Lender Party153s rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap, derivative or securitization transaction relating to the
Borrowers and their obligations under this Agreement; (d) to any federal or
state regulatory authority having jurisdiction over such Lender Party; or (e) to
any other Person to which such delivery or disclosure may be necessary or
appropriate (i) to effect compliance with any law, rule, regulation or order
applicable to such Lender Party, (ii) in response to any subpoena or other legal
process (provided that the relevant Borrower shall be given notice of any
such subpoena or other legal process as soon as possible in any event prior to
production (unless provision of any such notice would result in a violation of
any such subpoena or other legal process), and the Lender Party receiving such
subpoena or other legal process shall cooperate with such Borrower, at such
Borrower153s expense, seeking a protective order to prevent or limit such
disclosure), or (iii) in connection with any litigation to which such Lender
Party is a party.

For purposes hereof, the term “confidential information” does not
include any information that: (A) was publicly known or otherwise known by any
Lender Party on a non-confidential basis from a source other than the relevant
Borrower prior to the time such information is delivered or disclosed to such
Lender Party by the relevant Borrower; (B) subsequently becomes publicly known
through no act or omission by any Lender Party or any Person acting on behalf of
any Lender Party; (C) otherwise becomes known to a Lender Party

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other than through disclosure by the relevant Borrower (or any Subsidiary
thereof) or through someone subject, to such Lender Party153s knowledge, to a duty
of confidentiality to the relevant Borrower; or (D) constitutes financial
statements that are otherwise publicly available.

SECTION 11.16 Release of Subsidiary Guarantors and Acceding
Borrowers.

(a) If (i) the Agents receive a certificate from the chief executive officer,
the chief financial officer, or Treasurer of Micro certifying as of the date of
that certificate that, after the consummation of the transaction or series of
transactions described in such certificate (which certification shall also state
that such transactions, individually and in the aggregate, will be in compliance
with the terms and conditions of this Agreement, including, to the extent
applicable, the covenants contained in Sections 8.2.5 and 8.2.6, and that no
Default existed, exists, or will exist, as the case may be, immediately before,
as a result of, or after giving effect to such transaction or transactions and
the release or termination, as the case may be, described below), the Guarantor
or Acceding Borrower, as the case may be, identified in such certificate will no
longer be a Subsidiary of Micro, and (ii) in the case of a Acceding Borrower,
the appropriate Lender Parties have received payment in full of all principal
of, interest on, reimbursement obligation in respect of, and fees related to any
Outstanding Credit Extensions made by any of them in favor of such Acceding
Borrower, then such Guarantor153s Guaranty shall automatically terminate or such
Acceding Borrower shall automatically cease to be a party to this Agreement and
the other Loan Documents.

(b) No such termination or cessation shall release, reduce, or otherwise
adversely affect the obligations of any other Obligor under this Agreement, any
other Guaranty, or any other Loan Document, all of which obligations continue to
remain in full force and effect.

(c) Each Lender Party shall, at Micro153s expense, execute such documents as
Micro may reasonably request to evidence such termination or cessation, as the
case may be.

SECTION 11.17 Collateral. Each of the Lenders represents to
the Administrative Agent and each of the other Lenders that it in good faith is
not relying upon any Margin Stock as collateral in the extension or maintenance
of the credit provided for in this Agreement.

SECTION 11.18 USA PATRIOT Act Notice. Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act“), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of the
Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in accordance
with the Act.

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REMAINDER OF PAGE INTENTIONALLY BLANK. THIS PAGE IS

FOLLOWED BY SIGNATURE PAGES FOR THE BORROWERS AS OF THE

DATE OF THIS AGREEMENT, FOLLOWED BY SEPARATE SIGNATURE

PAGES FOR THE AGENTS AND THE LENDERS.

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EXECUTED as of the date first stated in this Credit Agreement.

INGRAM MICRO INC., as an Initial Borrower and a Guarantor						INGRAM MICRO COORDINATION CENTER BVBA, as an Initial Borrower
By		/s/ Gregory M.E. Spierkel				By		/s/ Karel Everaet
Name:		Gregory M.E. Spierkel				Name:		Karel Everaet
Title:		Chief Executive Officer				Title:		Manager
By		/s/ William D. Humes
		Name: William D. Humes
		Title: Senior Executive Vice President and Chief Financial Officer

Address:		1600 E. St. Andrew Place Santa Ana, CA 92705		Address:		Luchthavenlaan 25A Vilvoorde, Belgium 1800
Facsimile No.:		[Omitted]		Facsimile No.:		[Omitted]
Attention:		Erik Smolders		Attention:		Karel Everaet

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

THE BANK OF NOVA SCOTIA, as the Administrative Agent
By		/s/ Liz Hanson
Name:		Liz Hanson
Title:		Managing Director
Address for Notices and Payment of Fees:
WBO Loan Operations 720 King Street West, 2nd FL
Toronto, Ontario
M5V 2T3
Facsimile No.: [Omitted]
Attention: John Hall

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

BANK OF AMERICA, N.A., as a Co-Syndication Agent
By		/s/ Michael Shuhy
Name:		Michael Shuhy
Title:		Vice President
By
Name:

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

BNP PARIBAS, as a Co-Syndication Agent
By		/s/ Nicole Mitchell
Name:		Nicole Mitchell
Title:		Vice President
By		/s/ John Treadwell, Jr.
Name:		John Treadwell, Jr.
Title:		Vice President

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

THE ROYAL BANK OF SCOTLAND plc, as a Co-Syndication Agent
By		/s/ Patricia Boussaroque
Name:		Patricia Boussaroque, as Agent
Title:

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

UNION BANK, N.A., as a Co-Syndication Agent
By		/s/ James Heim
Name:		James Heim
Title:		Vice President

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
12.27%		$92,000,000				BANK OF AMERICA, N.A., as a Lender
						By		/s/ Michael Shuhy
						Name:		Michael Shuhy
						Title:		Vice President

Lending Office for Other Loans:		Address for Payment of Fees and Notices:
100 Federal Street		100 Federal Street
Boston, MA 02110		Boston, MA 02110
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Deb Delvecchio		Attention: Deb Delvecchio
Email: [Omitted]		Email: [Omitted]
Lending Office for Loans to Micro:		Address for Payment of Fees:
100 Federal Street		100 Federal Street
Boston, MA 02110		Boston, MA 02110
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Deb Delvecchio		Attention: Deb Delvecchio
Email: [Omitted]		Email: [Omitted]

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
12.27%		$92,000,000				BNP PARIBAS, as a Lender
						By		/s/ Nicole Mitchell
						Name:		Nicole Mitchell
						Title:		Vice President
						By		/s/ John Treadwell, Jr.
						Name:		John Treadwell, Jr.
						Title:		Vice President

Lending Office for Other Loans:		Address for Notices:
One Front Street, 23rd Floor San Francisco, CA 94111		c/o BNP Paribas RCC, Inc. 525 Washington Blvd. Jersey City, NJ 07310
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: William Davidson Email: [Omitted]		Attention: Loan Servicing, 8th Floor
Lending Office for Loans to Micro:		Address for Payment of Fees:
One Front Street, 23rd Floor San Francisco, CA 94111		c/o BNP Paribas RCC, Inc. 525 Washington Blvd. Jersey City, NJ 07310
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: William Davidson		Attention: Loan Servicing, 8th Floor

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
12.27%		$92,000,000				THE BANK OF NOVA SCOTIA, as a Lender
						By		/s/ Liz Hanson
						Name:		Liz Hanson
						Title:		Managing Director

Lending Office for Other Loans:		Address for Payment of Fees and Notices:
Scotia House		WBO Loan Operations
33 Finsbury Square		720 King Street West, 2nd FL
London EC2A1BB England		Toronto, Ontario
		M5V 2T3
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Attention: Loan Agency Services, Savi Rampat		Attention: John Hall
Lending Office for Loans to Micro:
650 West Georgia, Suite 1800
Vancouver, BC, Canada
V6B-4N7
Facsimile No.: [Omitted]
Attention: Liz Hanson

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
12.27%		$92,000,000				THE ROYAL BANK OF SCOTLAND plc, as a Lender
						By		/s/ Patricia Boussaroque
						Name:		Patricia Boussaroque, as Agent
						Title:

Lending Office for Other Loans:		Address for Payment of Fees and Notices:
600 Washington Boulevard		600 Washington Boulevard
Stamford, CT 06901		Stamford, CT 06901
Facsimile No.:		Facsimile No.: [Omitted]
		Telephone No.: [Omitted]
Attention:		Attention: Javied Basha
		Email: [Omitted]
Lending Office for Loans to Micro:
600 Washington Boulevard
Stamford, CT 06901
Facsimile No.:
Attention:

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
12.27%		$92,000,000				UNION BANK, N.A., as a Lender
						By		/s/ James Heim
						Name:		James Heim
						Title:		Vice Presient

Lending Office:		Address for Notices:
18300 Von Karman Ave.,		18300 Von Karman Ave., Suite 310
Irvine, CA 92612		Irvine, CA 92612
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: James Heim		Attention: James Heim
Email: [Omitted]		Email: [Omitted]
		Address for Payment of Fees:
		Commercial Loan Operations
		1980 Saturn St.
		Monterey Park, CA 91754
		Facsimile No.: [Omitted]
		Telephone No.: [Omitted]
		Attention: Maria Sunsin
		Email: [Omitted]

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
8.00%		$60,000,000				DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
						By		/s/ Ross Levitsky
						Name:		Ross Levitsky
						Title:		Managing Director
						By		/s/ Philippe Sandmeier
						Name:		Philippe Sandmeier
						Title:		Managing Director

Lending Office for Other Loans:		Address for Payment of Fees and Notices:
5022 Gate Parkway, Suite 100		5022 Gate Parkway, Suite 100
Jacksonville, FL 32256		Jacksonville, FL 32256
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Raghavendra Nagendra Email: [Omitted]		Attention: Raghavendra Nagendra Email: [Omitted]
Lending Office for Loans to Micro:
5022 Gate Parkway, Suite 100
Jacksonville, FL 32256
Facsimile No.: [Omitted]
Telephone No.: [Omitted]
Attention: Raghavendra Nagendra Email: [Omitted]

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
8.00%		$60,000,000				HSBC BANK USA NATIONAL ASSOCIATION, as a Lender
						By		/s/ David Wagstaff
						Name:		David Wagstaff
						Title:		Managing Director

Lending Office for Other Loans:		Address for Payment of Fees and Notices:
452 Fifth Avenue T-8 New York, NY 10018		One HSBC Center, 26/F Buffalo, NY 14203
Facsimile No.: [Omitted] Telephone No.: [Omitted]		Facsimile No.: [Omitted] Telephone No.: [Omitted]
Attention: David Wagstaff		Attention: Shilpa Nelson
Email: [Omitted]
Lending Office for Loans to Micro:
452 Fifth Avenue T-8
New York, NY 10018
Facsimile No.: [Omitted] Telephone No.: [Omitted]
Attention: David Wagstaff
Email: [Omitted]

One of Several Signature Pages to

Credit Agreement

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EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
8.00%		$60,000,000				MIZUHO CORPORATE BANK, LTD., as a Lender
						By		/s/ Bertram H. Tang
						Name:		Bertram H. Tang
						Title:		Authorized Signatory

Lending Office for Other Loans:		Address for Notices:
1251 Avenue of the Americas New York, NY 10020		1800 Plaza Ten Harborside Financial Center Jersey City, N.J. 07311
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Keiko Silverman		Attention: Mark Heberer
Email: [Omitted]		Email: [Omitted]
Lending Office for Loans to Micro:		Address for Payment of Fees:
1251 Avenue of the Americas New York, NY 10020		1800 Plaza Ten Harborside Financial Center
		Jersey City, N.J. 07311
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Keiko Silverman		Attention: Mark Heberer
Email: [Omitted]		Email: [Omitted]

One of Several Signature Pages to

Credit Agreement

---

EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
8.00%		$60,000,000				WESTPAC BANKING CORPORATION, as a Lender
						By		/s/ Henrik Jensen
						Name:		Henrik Jensen
						Title:		Director Corporate & Institutional Banking

Lending Office for Other Loans:		Address for Payment of Fees and Notices:
575 5th Avenue, 39th Floor		12, 55 Market St.
New York, NY 10017		Sydney NSW 2000
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Kevin Bolz Email: [Omitted]		Attention: Luke Varty Email: [Omitted]
Lending Office for Loans to Micro:
575 5th Avenue, 39th Floor
New York, NY 10017
Facsimile No.: [Omitted]
Telephone No.: [Omitted]
Attention: Kevin Bolz Email: [Omitted]

One of Several Signature Pages to

Credit Agreement

---

EXECUTED as of the date first stated in this Credit Agreement.

Percentage		Initial Commitment Amount
6.67%		$50,000,000				MORGAN STANLEY BANK, N.A., as a Lender
						By		/s/ Sherrese Clarke
						Name:		Sherrese Clarke
						Title:		Authorized Signatory

Lending Office for Other Loans:		Address for Notices:
One Utah Center 201 South Main Street, 5th Floor		1 Pierrepont Plaza 300 Cadman Plaza West
Salt Lake City, Utah 84111		Brooklyn, NY 11201
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Carrie D Johnson		Attention: Daniel McKenna
Email: [Omitted]		Email: [Omitted]
Lending Office for Loans to Micro:		Address for Payment of Fees:
One Utah Center 201 South Main Street, 5th Floor		1 Pierrepont Plaza 300 Cadman Plaza West
Salt Lake City, Utah 84111		Brooklyn, NY 11201
Facsimile No.: [Omitted]		Facsimile No.: [Omitted]
Telephone No.: [Omitted]		Telephone No.: [Omitted]
Attention: Carrie D Johnson		Attention: Daniel McKenna
Email: [Omitted]		Email: [Omitted]

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