{"id":40972,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-ingram-micro-inc.html","title":{"rendered":"Credit Agreement – Ingram Micro Inc."},"content":{"rendered":"

US $750,000,000 <\/strong><\/p>\n

CREDIT AGREEMENT <\/strong><\/p>\n

dated as of September 28, 2011,<\/p>\n

among<\/p>\n

INGRAM MICRO INC., <\/strong><\/p>\n

as an Initial Borrower <\/em>and Guarantor, <\/em><\/p>\n

INGRAM MICRO COORDINATION CENTER BVBA, <\/strong><\/p>\n

as an Initial Borrower, <\/em><\/p>\n

CERTAIN FINANCIAL INSTITUTIONS, <\/strong><\/p>\n

as the Lenders<\/em>,<\/p>\n

BANK OF AMERICA, N.A., <\/strong><\/p>\n

BNP PARIBAS, <\/strong><\/p>\n

THE ROYAL BANK OF SCOTLAND plc and <\/strong><\/p>\n

UNION BANK, N.A., <\/strong><\/p>\n

as the Co-Syndication Agents<\/em> for the Lenders<\/p>\n

and<\/p>\n

THE BANK OF NOVA SCOTIA, <\/strong><\/p>\n

as the Administrative Agent <\/em>for the Lenders<\/p>\n

As arranged by<\/p>\n

THE BANK OF NOVA SCOTIA, <\/strong><\/p>\n

BNP PARIBAS SECURITIES CORP., <\/strong><\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH
\nINCORPORATED, <\/strong><\/p>\n

RBS SECURITIES INC. and <\/strong><\/p>\n

UNION BANK, N.A. <\/strong><\/p>\n

as the Joint Lead Arrangers<\/em> and<\/p>\n

Co-Bookrunners <\/em><\/p>\n

\n

\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE I<\/p>\n<\/td>\n

<\/td>\n\n

DEFINITIONS AND ACCOUNTING TERMS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.1<\/p>\n<\/td>\n

<\/td>\n\n

Defined Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.2<\/p>\n<\/td>\n

<\/td>\n\n

Use of Defined Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.3<\/p>\n<\/td>\n

<\/td>\n\n

Cross-References<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.4<\/p>\n<\/td>\n

<\/td>\n\n

Accounting and Financial Determinations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.5<\/p>\n<\/td>\n

<\/td>\n\n

Calculations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.6<\/p>\n<\/td>\n

<\/td>\n\n

Round Amounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/p>\n<\/td>\n

<\/td>\n\n

COMMITMENTS, ETC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.1<\/p>\n<\/td>\n

<\/td>\n\n

Commitments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.2<\/p>\n<\/td>\n

<\/td>\n\n

Reductions of the Commitment Amounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.3<\/p>\n<\/td>\n

<\/td>\n\n

Ineligible Currencies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.4<\/p>\n<\/td>\n

<\/td>\n\n

Designated Additional Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/p>\n<\/td>\n

<\/td>\n\n

PROCEDURES FOR CREDIT EXTENSIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.1<\/p>\n<\/td>\n

<\/td>\n\n

Borrowing Procedures<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.2<\/p>\n<\/td>\n

<\/td>\n\n

Letter of Credit Issuance Procedures<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/p>\n<\/td>\n

<\/td>\n\n

PRINCIPAL, INTEREST, AND FEE PAYMENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.1<\/p>\n<\/td>\n

<\/td>\n\n

Loan Accounts, Notes, Payments, and Prepayments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.2<\/p>\n<\/td>\n

<\/td>\n\n

Interest Provisions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.3<\/p>\n<\/td>\n

<\/td>\n\n

Fees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.4<\/p>\n<\/td>\n

<\/td>\n\n

Rate and Fee Determinations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE V<\/p>\n<\/td>\n

<\/td>\n\n

CERTAIN PAYMENT PROVISIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.1<\/p>\n<\/td>\n

<\/td>\n\n

Illegality; Currency Restrictions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.2<\/p>\n<\/td>\n

<\/td>\n\n

Deposits Unavailable<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.3<\/p>\n<\/td>\n

<\/td>\n\n

Increased Credit Extension Costs, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.4<\/p>\n<\/td>\n

<\/td>\n\n

Funding Losses<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.5<\/p>\n<\/td>\n

<\/td>\n\n

Increased Capital Costs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.6<\/p>\n<\/td>\n

<\/td>\n\n

Discretion of Lenders as to Manner of Funding<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.7<\/p>\n<\/td>\n

<\/td>\n\n

Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.8<\/p>\n<\/td>\n

<\/td>\n\n

Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.9<\/p>\n<\/td>\n

<\/td>\n\n

Sharing of Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.10<\/p>\n<\/td>\n

<\/td>\n\n

Right of Set-off<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-i-<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n

(continued)<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.11<\/p>\n<\/td>\n

<\/td>\n\n

Judgments, Currencies, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.12<\/p>\n<\/td>\n

<\/td>\n\n

Replacement of Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.13<\/p>\n<\/td>\n

<\/td>\n\n

Change of Lending Office<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.14<\/p>\n<\/td>\n

<\/td>\n\n

European Monetary Union<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.15<\/p>\n<\/td>\n

<\/td>\n\n

Defaulting Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.16<\/p>\n<\/td>\n

<\/td>\n\n

Cash Collateral<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.17<\/p>\n<\/td>\n

<\/td>\n\n

Termination of Defaulting Lender<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/p>\n<\/td>\n

<\/td>\n\n

CONDITIONS TO MAKING CREDIT EXTENSIONS AND ACCESSION OF ACCEDING BORROWERS\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.1<\/p>\n<\/td>\n

<\/td>\n\n

Initial Credit Extension<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.2<\/p>\n<\/td>\n

<\/td>\n\n

All Credit Extensions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.3<\/p>\n<\/td>\n

<\/td>\n\n

Acceding Borrowers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/p>\n<\/td>\n

<\/td>\n\n

REPRESENTATIONS AND WARRANTIES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.1<\/p>\n<\/td>\n

<\/td>\n\n

Organization, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.2<\/p>\n<\/td>\n

<\/td>\n\n

Due Authorization, Non-Contravention, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.3<\/p>\n<\/td>\n

<\/td>\n\n

No Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.4<\/p>\n<\/td>\n

<\/td>\n\n

Government Approval, Regulation, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.5<\/p>\n<\/td>\n

<\/td>\n\n

Validity, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.6<\/p>\n<\/td>\n

<\/td>\n\n

Financial Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.7<\/p>\n<\/td>\n

<\/td>\n\n

No Material Adverse Effect<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.8<\/p>\n<\/td>\n

<\/td>\n\n

Litigation, Labor Controversies, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.9<\/p>\n<\/td>\n

<\/td>\n\n

Subsidiaries<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.10<\/p>\n<\/td>\n

<\/td>\n\n

Ownership of Properties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.11<\/p>\n<\/td>\n

<\/td>\n\n

Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.12<\/p>\n<\/td>\n

<\/td>\n\n

Pension and Welfare Plans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.13<\/p>\n<\/td>\n

<\/td>\n\n

Environmental Warranties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.14<\/p>\n<\/td>\n

<\/td>\n\n

Accuracy of Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.15<\/p>\n<\/td>\n

<\/td>\n\n

Patents, Trademarks, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.16<\/p>\n<\/td>\n

<\/td>\n\n

Margin Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/p>\n<\/td>\n

<\/td>\n\n

COVENANTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.1<\/p>\n<\/td>\n

<\/td>\n\n

Affirmative Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-ii-<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n

(continued)<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.2<\/p>\n<\/td>\n

<\/td>\n\n

Negative Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/p>\n<\/td>\n

<\/td>\n\n

EVENTS OF DEFAULT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

81<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.1<\/p>\n<\/td>\n

<\/td>\n\n

Listing of Events of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

81<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.2<\/p>\n<\/td>\n

<\/td>\n\n

Action if Bankruptcy<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

84<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.3<\/p>\n<\/td>\n

<\/td>\n\n

Action if Other Event of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

84<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.4<\/p>\n<\/td>\n

<\/td>\n\n

Cash Collateral<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

84<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE X<\/p>\n<\/td>\n

<\/td>\n\n

AGENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

84<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.1<\/p>\n<\/td>\n

<\/td>\n\n

Authorization and Actions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

84<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.2<\/p>\n<\/td>\n

<\/td>\n\n

Funding Reliance, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

85<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.3<\/p>\n<\/td>\n

<\/td>\n\n

Exculpation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

85<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.4<\/p>\n<\/td>\n

<\/td>\n\n

Successor<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.5<\/p>\n<\/td>\n

<\/td>\n\n

Credit Extensions by an Agent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.6<\/p>\n<\/td>\n

<\/td>\n\n

Credit Decisions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.7<\/p>\n<\/td>\n

<\/td>\n\n

Copies, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.8<\/p>\n<\/td>\n

<\/td>\n\n

Joint Lead Arrangers and other Agents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XI<\/p>\n<\/td>\n

<\/td>\n\n

MISCELLANEOUS PROVISIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.1<\/p>\n<\/td>\n

<\/td>\n\n

Waivers, Amendments, etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.2<\/p>\n<\/td>\n

<\/td>\n\n

Notices<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

88<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.3<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Costs and Expenses<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

88<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.4<\/p>\n<\/td>\n

<\/td>\n\n

Indemnification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

89<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.5<\/p>\n<\/td>\n

<\/td>\n\n

Survival<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.6<\/p>\n<\/td>\n

<\/td>\n\n

Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.7<\/p>\n<\/td>\n

<\/td>\n\n

Headings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.8<\/p>\n<\/td>\n

<\/td>\n\n

Execution in Counterparts, Effectiveness; Entire Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.9<\/p>\n<\/td>\n

<\/td>\n\n

Jurisdiction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

90<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.10<\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

92<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.11<\/p>\n<\/td>\n

<\/td>\n\n

Assignments and Transfers of Interests<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

92<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.12<\/p>\n<\/td>\n

<\/td>\n\n

Other Transactions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

95<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.13<\/p>\n<\/td>\n

<\/td>\n\n

Further Assurances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

95<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.14<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Jury Trial<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

95<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.15<\/p>\n<\/td>\n

<\/td>\n\n

Confidentiality<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

96<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-iii-<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n

(continued)<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.16<\/p>\n<\/td>\n

<\/td>\n\n

Release of Subsidiary Guarantors and Acceding Borrowers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

97<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.17<\/p>\n<\/td>\n

<\/td>\n\n

Collateral<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

97<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.18<\/p>\n<\/td>\n

<\/td>\n\n

USA PATRIOT Act Notice<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

97<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-iv-<\/p>\n

\n

SCHEDULES AND EXHIBITS<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Schedule I<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Disclosure Schedule<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Item 7.8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Item 7.9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Item 7.11<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Item 7.12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Item 8.2.1(a)(ii)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

Item 8.2.2(a)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Schedule II<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule III<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibit A-1<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit A-2<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit B<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit C<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit D<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit E<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit F<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit G<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit H<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit I<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit J<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit K<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit L<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit M<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit N<\/p>\n<\/td>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-v-<\/p>\n

\n

CREDIT AGREEMENT <\/u><\/p>\n

THIS CREDIT AGREEMENT is entered into as of September 28, 2011, among:<\/p>\n\n\n\n
\n<\/td>\n<\/td>\n\n

INGRAM MICRO INC., a corporation organized and existing under the laws of the
\nState of Delaware, United States of America (“Micro<\/u>“);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n<\/td>\n\n

INGRAM MICRO COORDINATION CENTER BVBA, a company organized and existing under
\nthe laws of The Kingdom of Belgium (“Coordination Center<\/u> and, together
\nwith Micro, the “Initial Borrowers<\/u>“);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n<\/td>\n\n

THE BANK OF NOVA SCOTIA (“Scotia Capital<\/u>“), BANK OF AMERICA, N.A.
\n(“BOA<\/u>“), BNP PARIBAS (“BNP<\/u>“), THE ROYAL BANK OF SCOTLAND plc
\n(“RBS<\/u>“), UNION BANK, N.A. (“Union<\/u>“) and all other financial
\ninstitutions party hereto (together with their respective successors and
\npermitted assigns and any branch or affiliate of a financial institution funding
\na Revolving Loan as permitted by Section 5.6<\/u> as a signatory or otherwise,
\ncollectively, the “Lenders<\/u>“); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n<\/td>\n\n

SCOTIA CAPITAL, as administrative agent for the Lenders (in such capacity,
\nthe “Administrative Agent<\/u>“) and BOA, BNP, RBS and Union, as
\nco-syndication agents for the Lenders (in such capacity, the “Syndication
\nAgents<\/u>” and, collectively with the Administrative Agent, the
\n“Agents<\/u>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

WHEREAS,<\/strong> Micro and its Subsidiaries (such capitalized term
\nand all other capitalized terms used herein having the meanings provided in
\nSection 1.1<\/u>) are engaged primarily in the business of the wholesale
\ndistribution of microcomputer software and hardware products, multimedia
\nproducts, customer financing, assembly and configuration and other related
\nwholesaling, distribution and service activities; and<\/p>\n

WHEREAS,<\/strong> Micro wishes to obtain for itself and Coordination
\nCenter as Initial Borrowers, Commitments from all the Lenders for Credit
\nExtensions to be made prior to the Commitment Termination Date in an aggregate
\namount in any Available Currency, not to exceed the Total Commitment Amount at
\nany one time outstanding, such Credit Extensions being available in accordance
\nwith the term of this Agreement as Revolving Loans, Swing Line Loans and Letters
\nof Credit; and<\/p>\n

WHEREAS,<\/strong> Micro is willing to guarantee all Obligations of
\neach other Obligor; and<\/p>\n

WHEREAS,<\/strong> each Initial Additional Guarantor is, as of the
\ndate hereof, a Material Subsidiary and, consistent with Section
\n8.1.8(b)<\/u>, is required to, and is willing to, guarantee all Obligations of
\neach other Obligor; and<\/p>\n

WHEREAS,<\/strong> the Lenders are willing, pursuant to and in
\naccordance with the terms of this Agreement, to extend severally Commitments to
\nmake, from time to time prior to the Commitment Termination Date, Credit
\nExtensions in an aggregate amount at any time outstanding not to exceed the
\nexcess of the Total Commitment Amount over the then Outstanding Credit
\nExtensions; and<\/p>\n

\n

WHEREAS, <\/strong>the proceeds of the Credit Extensions will be used
\nto refinance Indebtedness outstanding under the Predecessor Credit Agreements
\nand for general corporate purposes (including, working capital and, so long as
\nthe relevant Borrower has complied with Section 8.2.7<\/u>, Acquisitions) of
\neach Borrower and its Subsidiaries;<\/p>\n

NOW, THEREFORE, <\/strong>for good and valuable consideration, the
\nreceipt and sufficiency, of which are hereby acknowledged by the parties hereto,
\nthe parties hereto agree as follows:<\/p>\n

ARTICLE I <\/strong><\/p>\n

DEFINITIONS AND ACCOUNTING TERMS <\/strong><\/p>\n

SECTION 1.1 Defined Terms<\/strong>. The following terms when used in
\nthis Agreement, including its preamble and recitals, shall, except where the
\ncontext otherwise requires, have the following meanings (such meanings to be
\nequally applicable to the singular and plural forms thereof):<\/p>\n

“Acceding Borrower<\/u>” is defined in Section 6.3<\/u>.<\/p>\n

“Accession Request and Acknowledgment<\/u>” means a request for accession
\nduly completed and executed by an Authorized Person of the applicable Acceding
\nBorrower and acknowledged by an Authorized Person of each Guarantor,
\nsubstantially in the form of Exhibit N<\/u> attached hereto.<\/p>\n

“Acquired Existing Debt and Liens<\/u>” means, for a period of 180 days
\nfollowing the acquisition or merger of a Person by or into Micro or any of its
\nSubsidiaries or the acquisition of a business unit of a Person or the assets of
\na Person or business unit of a Person by Micro or any of its Subsidiaries, the
\nIndebtedness and Liens of that Person or business unit that (a) were not
\nincurred in connection with that acquisition or merger and do not constitute any
\nrefinancing of Indebtedness so incurred and (b) were in existence at the time of
\nthat acquisition or merger.<\/p>\n

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

“Act<\/u>” is defined in Section 11.18<\/u>.<\/p>\n

“Additional Commitment Date<\/u>” is defined in Section 2.4<\/u>.<\/p>\n

“Additional Commitment Lender<\/u>” is defined in Section 2.4<\/u>.<\/p>\n

“Additional Guarantor<\/u>” means each Initial Additional Guarantor and
\neach other Subsidiary of Micro as shall from time to time become a Guarantor in
\naccordance with Section 8.1.8<\/u>.<\/p>\n

-2-<\/p>\n

\n

“Additional Guaranty<\/u>” means a guaranty, substantially in the form of
\nthe Exhibit I<\/u> attached hereto, duly executed and delivered by an
\nAuthorized Person of each Additional Guarantor, as amended, supplemented,
\nrestated, or otherwise modified from time to time.<\/p>\n

“Additional Permitted Liens<\/u>” means, as of any date (a) Liens securing
\nIndebtedness and not described in clauses (a)<\/u> through (m)<\/u> of
\nSection 8.2.2<\/u>, but only to the extent that (i) the sum of the Amount of
\nAdditional Liens on that date plus the amount of cash and cash equivalents or
\ninvestments subject to Liens permitted by clause (c)<\/u> of this definition
\non that date does not exceed 10% of Consolidated Tangible Assets on that date
\nand, (ii) the Borrowers are otherwise in compliance with Section
\n8.2.1(b)(i)<\/u>, (b) Liens constituting Acquired Existing Debt and Liens on that
\ndate and (c) Liens on cash and cash equivalents or investments (and the deposit
\nor other accounts to which such cash and cash equivalents and investments are
\ncredited) securing obligations under any interest rate protection agreement,
\nforeign currency exchange agreement, commodity price protection agreement or
\nother interest rate, currency exchange rate or commodity price hedging agreement
\nbut only to the extent that the sum of the Amount of Additional Liens on that
\ndate plus the amount of such cash and cash equivalents or investments on that
\ndate does not exceed 10% of Consolidated Tangible Assets on that date.<\/p>\n

“Administrative Agent<\/u>” is defined in the preamble and includes each
\nother Person as shall have subsequently been appointed as the successor
\nAdministrative Agent pursuant to Section 10.4<\/u>.<\/p>\n

“Affiliate<\/u>” of any Person means any other Person which, directly or
\nindirectly, controls, is controlled by or is under common control with such
\nPerson (excluding any trustee under, or any committee with responsibility for
\nadministering, any Plan). A Person shall be deemed to be controlled by any other
\nPerson if such other Person possesses, directly or indirectly, power (a) to
\nvote, in the case of any Lender Party, 10% or more or, in the case of any other
\nPerson, 35% or more, of the securities (on a fully diluted basis) having
\nordinary voting power for the election of directors or managing general
\npartners, or (b) in the case of any Lender Party or any other Person, to direct
\nor cause the direction of the management and policies of such Person whether by
\ncontract or otherwise.<\/p>\n

“Affiliate Transaction<\/u>” is defined in Section 8.2.6<\/u>.<\/p>\n

“Agents<\/u>” is defined in the preamble.<\/p>\n

“Agreement<\/u>” means this Credit Agreement, as amended, supplemented,
\nrestated or otherwise modified from time to time in accordance with its terms.\n<\/p>\n

“Alternate Base Rate<\/u>” means, on any date, a fluctuating rate of
\ninterest per annum (rounded upward, if necessary, to the next highest 1\/16 of
\n1%) equal to (i) in the case of Loans denominated in Dollars, the highest of:
\n(a) the Base Rate in effect on such day; (b) the Federal Funds Rate in effect on
\nsuch day plus 1<\/sup>\/2 of 1%; and (c) the one-month LIBO Rate; (ii) in the
\ncase of Loans denominated in Sterling, the Sterling Base Rate; (iii) in the case
\nof Loans denominated in Euro, the Euro Base Rate; and (iv) in the case of Loans
\ndenominated in a currency other than Dollars, Sterling or Euro, the comparable
\nrate for such currency, as reasonably determined by the Administrative Agent.\n<\/p>\n

-3-<\/p>\n

\n

Changes in the rate of interest on that portion of any Loans maintained as
\nBase Rate Loans will take effect simultaneously with each change in the
\nAlternate Base Rate. The Administrative Agent will give notice promptly to the
\nBorrower and the Lenders of changes in the Alternate Base Rate; provided<\/u>
\nthat, the failure to give such notice shall not affect the Alternate Base Rate
\nin effect after such change.<\/p>\n

“Amount of Additional Liens<\/u>” means, at any date, the aggregate
\nprincipal amount of Indebtedness secured by Additional Permitted Liens on such
\ndate.<\/p>\n

“Applicable Margin<\/u>” means, for any Loan or Letter of Credit (a) for
\nany day during the period from and including the Effective Date, through and
\nincluding the six month anniversary of the Effective Date, the Applicable Margin
\nfor Pricing Level III, and (b) for any day thereafter, the rate per annum
\ndetermined in accordance with the following procedure:<\/p>\n

(1) If the Pricing Level set forth opposite the Leverage Ratio is the same as
\nthe Pricing Level set forth opposite the applicable Credit Rating, then the
\nApplicable Margin for that Pricing Level shall be the Applicable Margin.<\/p>\n

(2) If the Pricing Level set forth opposite the Leverage Ratio differs by one
\nPricing Level from the Pricing Level set forth opposite the applicable Credit
\nRating, then the Applicable Margin for the lower numbered Pricing Level of the
\ntwo shall be the Applicable Margin.<\/p>\n

(3) If the Pricing Level set forth opposite the Leverage Ratio differs by
\nmore than one Pricing Level from the Pricing Level set forth opposite the
\napplicable Credit Rating, then the Applicable Margin shall be determined by
\nreference to the Pricing Level that is numerically one Pricing Level below the
\nhigher numbered of the two applicable Pricing Levels.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Level<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Credit Rating<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Leverage Ratio<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Applicable
\nMargin for
\nLibo Rate Loans<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Applicable
\nMargin for
\nBase Rate
\nLoans<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Level I<\/p>\n<\/td>\n

<\/td>\n\n

Higher than or equal to BBB+ or Baa1<\/p>\n<\/td>\n

<\/td>\n\n

Less than .50<\/p>\n<\/td>\n

<\/td>\n\n

1.125%<\/p>\n<\/td>\n

<\/td>\n\n

0.125%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Level II<\/p>\n<\/td>\n

<\/td>\n\n

BBB or Baa2<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to .50, but less than 1.00<\/p>\n<\/td>\n

<\/td>\n\n

1.25%<\/p>\n<\/td>\n

<\/td>\n\n

0.25%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Level III<\/p>\n<\/td>\n

<\/td>\n\n

BBB- or Baa3<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 1.00, but less than 2.00<\/p>\n<\/td>\n

<\/td>\n\n

1.50%<\/p>\n<\/td>\n

<\/td>\n\n

0.50%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Level IV<\/p>\n<\/td>\n

<\/td>\n\n

BB+ or Ba1<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 2.00, but less than 3.00<\/p>\n<\/td>\n

<\/td>\n\n

2.00%<\/p>\n<\/td>\n

<\/td>\n\n

1.00%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-4-<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Level<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Credit Rating<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Leverage Ratio<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Applicable
\nMargin for
\nLibo Rate Loans<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Applicable
\nMargin for
\nBase Rate
\nLoans<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Level V<\/p>\n<\/td>\n

<\/td>\n\n

BB or Ba2<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 3.00, but less than 3.50<\/p>\n<\/td>\n

<\/td>\n\n

2.25%<\/p>\n<\/td>\n

<\/td>\n\n

1.25%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Level VI<\/p>\n<\/td>\n

<\/td>\n\n

Lower than or equal<\/p>\n

to BB-or Ba3<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 3.50<\/p>\n<\/td>\n

<\/td>\n\n

2.50%<\/p>\n<\/td>\n

<\/td>\n\n

1.50%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any change in the Applicable Margin as a result in a change in the Credit
\nRating assigned by either S&P or Moody153s will be effective as of the day
\nsubsequent to the date on which S&P or Moody153s, as the case may be, releases
\nthe applicable change in its Credit Rating.<\/p>\n

If the Credit Ratings assigned by S&P and Moody153s fall into different
\nPricing Levels, then the applicable Pricing Level shall be determined by
\nreference to the lower of the two Credit Ratings.<\/p>\n

Subject to Section 4.4<\/u>, the applicable Leverage Ratio shall be the
\nLeverage Ratio for the Fiscal Period most recently ended prior to such day for
\nwhich financial statements and reports have been received by the Administrative
\nAgent pursuant to Section 8.1.1(a)<\/u> or (b)<\/u>, as set forth in (and
\neffective upon delivery by Micro to the Administrative Agent of) the related new
\nCompliance Certificate pursuant to Section 8.1.1(d)<\/u>.<\/p>\n

Notwithstanding the foregoing, (i) for so long as an Event of Default has
\noccurred and is continuing the applicable Pricing Level shall be Level VI and
\n(ii) if Micro shall fail to deliver a Compliance Certificate required to be
\ndelivered pursuant to Section 8.1.1(d)<\/u> within 60 days after the end of
\nany of its fiscal quarters (or within 90 days, in the case of the last fiscal
\nquarter of its Fiscal Year), the applicable Pricing Level from and including the
\n61st (or 91st, as the case may be) day after the end of such fiscal quarter (or
\nFiscal Year, as the case may be) to but not including the date Micro delivers to
\nthe Administrative Agent a quarterly Compliance Certificate shall be Level VI.\n<\/p>\n

“Applicable Time<\/u>” means, except as provided in clause (ii)<\/u>, (i)
\nNew York City time and (ii) in the case of notices, payments, requests or other
\nactions relating to any Loan or Letter of Credit denominated in any Available
\nCurrency other than Dollars, the local time in the Principal Financial Center of
\nthe Available Currency in which such Loan or Letter of Credit is denominated.\n<\/p>\n

“Authorized Person<\/u>” means those officers or employees of each Obligor
\nwhose signatures and incumbency shall have been certified to the Administrative
\nAgent pursuant to Section 6.1.1<\/u> or 6.3.1<\/u>.<\/p>\n

“Available Credit Commitment<\/u>” means, for any Lender and at any time,
\nthe amount (not less than zero) equal to the remainder of (a) its Credit
\nCommitment Amount at that time minus (b) its Outstanding Credit Extensions at
\nthat time.<\/p>\n

-5-<\/p>\n

\n

“Available Currency<\/u>” means Dollars, Sterling and Euro, and any other
\ncurrency approved in writing by all of the Lenders.<\/p>\n

“BAS<\/u>” means Banc of America Securities LLC.<\/p>\n

“Base Rate<\/u>” means, at any time, the rate of interest then most
\nrecently established by the Administrative Agent in New York as its base rate
\nfor Dollars loaned in the United States. The Base Rate is not necessarily
\nintended to be the lowest rate of interest determined by the Administrative
\nAgent in connection with extensions of credit.<\/p>\n

“Base Rate Loan<\/u>” means a Loan bearing interest at a fluctuating rate
\ndetermined by reference to the Alternate Base Rate.<\/p>\n

“BNP<\/u>” is defined in the preamble.<\/p>\n

“BOA<\/u>” is defined in the preamble.<\/p>\n

“Board Representation Agreement<\/u>” means the Board Representation
\nAgreement dated as of November 6, 1996 and amended as of June 1, 2001, March 12,
\n2002 and May 30, 2002, among Micro and the “Family Stockholders<\/u>” (as
\ndefined therein) listed on the signature pages thereof, as it was in effect on
\nMay 30, 2002 (it being understood that such Agreement is no longer in effect and
\nis being identified solely for purposes of identifying those Persons who
\nconstitute the “Family Stockholders” for purposes of the definition of “Change
\nin Control”).<\/p>\n

“Borrowers<\/u>” means, collectively, the Initial Borrowers and the
\nAcceding Borrowers party to this Agreement from time to time, together with
\ntheir respective successors and assigns.<\/p>\n

“Borrowing<\/u>” means the Loans having the same Interest Period, made by
\nall Lenders on the same Business Day, and made pursuant to the same Borrowing
\nRequest in accordance with Section 3.1<\/u>.<\/p>\n

“Borrowing Request<\/u>” means a Loan and certificate duly completed and
\nexecuted by an Authorized Person of the relevant Borrower, substantially in the
\nform of Exhibit B<\/u> attached hereto.<\/p>\n

“Brazilian\/ISS Judgment<\/u>” means the commercial service tax assessed by
\nthe Sao Paulo municipal tax authorities against Ingram Micro Brazil Ltda. in
\nDecember 2007 in an initial amount of 55.1 million Brazilian real, as such
\nassessment was upheld by the Sao Paulo municipal taxpayer council May 26, 2009.\n<\/p>\n

“Business Day<\/u>” means<\/p>\n

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

-6-<\/p>\n

\n

(b) relative to the making of any payment in respect of any Credit Extension
\ndenominated in an Available Currency other than Sterling, any day on which
\ndealings in such Available Currency are carried on in the London interbank
\neurodollar market and in the relevant local money market.<\/p>\n

“Capitalized Lease Liabilities<\/u>” of any Person means, at any time, any
\nobligation of such Person at such time to pay rent or other amounts under a
\nlease of (or other agreement conveying the right to use) real and\/or personal
\nproperty, which obligation is, or in accordance with GAAP (including FASB
\nStatement 13) is required to be, classified and accounted for as a capital lease
\non a balance sheet of such Person at the time incurred; and for purposes of this
\nAgreement the amount of such obligation shall be the capitalized amount thereof
\ndetermined in accordance with such FASB Statement 13.<\/p>\n

“Cash Collateralize<\/u>” means, to pledge and deposit with or deliver to
\nthe Administrative Agent, for the benefit of one or more of the Issuers or the
\nLenders, as collateral for Letter of Credit Outstandings or obligations of
\nLenders to fund participations in respect of Letter of Credit Outstandings, cash
\nor deposit account balances or, if the Administrative Agent and each applicable
\nIssuer shall agree in their reasonable discretion, other credit support, in each
\ncase pursuant to documentation in form and substance reasonably satisfactory to
\nthe Administrative Agent and each applicable Issuer. “Cash Collateral<\/u>”
\nshall have a meaning correlative to the foregoing and shall include the proceeds
\nof such cash collateral and other credit support.<\/p>\n

“Change in Control<\/u>” means the occurrence of either (a) any Person or
\ntwo or more Persons (excluding the Family Stockholders (as defined in the Board
\nRepresentation Agreement)) acting in concert shall have acquired beneficial
\nownership (within the meaning of Rule 13d-3 of the Securities and Exchange
\nCommission under the Securities Exchange Act of 1934, as amended (or any
\nsuccessor regulation)) of capital stock of Micro having more than 30% of the
\nordinary voting power of all capital stock of Micro then outstanding; or (b) at
\nany time during any period of 25 consecutive calendar months commencing on or
\nafter the date of this Agreement, a majority of Board of Directors of Micro
\nshall no longer be composed of individuals (i) who were members of such Board of
\nDirectors on the first day of such period, (ii) whose election or nomination to
\nsuch Board of Directors was approved by individuals referred to in clause
\n(b)(i)<\/u> above constituting at the time of such election or nomination at
\nleast a majority of such Board of Directors or (iii) whose election or
\nnomination to such Board of Directors was approved by individuals referred to in
\nclause (b)(i)<\/u> or (b)(ii)<\/u> above constituting at the time of such
\nelection or nomination at least a majority of such Board of Directors.<\/p>\n

“Change in Control Notice<\/u>” is defined in Section 4.1.2<\/u>.<\/p>\n

“Code<\/u>” means the U.S. Internal Revenue Code of 1986, as amended and as
\nin effect from time to time, and any rules and regulations promulgated
\nthereunder.<\/p>\n

“Commitment<\/u>” means, (a) relative to each Lender, its obligation under
\nSection 2.1(a)<\/u> to make Revolving Loans, under Section 3.1.2(b)<\/u> to
\nmake Refunded Swing Line Loans and under Section 3.2<\/u> to participate in
\nLetters of Credit and drawings thereunder, and (b) relative to the Swing Line
\nLender, its obligation under Section 2.1(b)<\/u> to make Swing Line Loans.\n<\/p>\n

-7-<\/p>\n

\n

“Commitment Fee<\/u>” is defined in Section 4.3.2<\/u>.<\/p>\n

“Commitment Termination Date<\/u>” means the fifth anniversary of the
\nEffective Date, or the earlier date of termination in whole of the Commitments
\npursuant to Section 2.2<\/u>, 9.2<\/u> or 9.3<\/u>.<\/p>\n

“Compliance Certificate<\/u>” means a report duly completed, with
\nsubstantially the same information as set forth in Exhibit E<\/u> attached
\nhereto, as such Exhibit E<\/u> may be amended, supplemented, restated or
\notherwise modified from time to time.<\/p>\n

“consolidated<\/u>” and any derivative thereof each means, with reference
\nto the accounts or financial reports of any Person, the consolidated accounts or
\nfinancial reports of such Person and each Subsidiary of such Person determined
\nin accordance with GAAP, including principles of consolidation consistent with
\nthose applied in the preparation of the consolidated financial statements of
\nMicro referred to in Section 7.6<\/u>.<\/p>\n

“Consolidated Assets<\/u>” means, at any date, the total assets of Micro
\nand its Consolidated Subsidiaries that would be reflected on a consolidated
\nbalance sheet of Micro and its Consolidated Subsidiaries as at such date in
\naccordance with GAAP.<\/p>\n

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

“Consolidated Funded Debt<\/u>” means, as at any date, the total of all
\nFunded Debt of Micro and its Consolidated Subsidiaries outstanding on such date,
\nafter eliminating all offsetting debits and credits between Micro and its
\nConsolidated Subsidiaries and all other items required to be eliminated in the
\ncourse of the preparation of consolidated financial statements of Micro and its
\nConsolidated Subsidiaries in accordance with GAAP.<\/p>\n

“Consolidated Income (or Loss) from Operations<\/u>” means, for any period,
\nthe amount of “income or loss from operations” (or any substituted or
\nreplacement line item) reflected on a consolidated statement of income of Micro
\nand its Consolidated Subsidiaries for such period in accordance with GAAP.<\/p>\n

“Consolidated Interest Charges<\/u>” means, for any period, the sum
\n(without duplication) of the following (in each case, eliminating all offsetting
\ndebits and credits between Micro and its Consolidated Subsidiaries and all other
\nitems required to be eliminated in the course of the preparation of consolidated
\nfinancial statements of Micro and its Consolidated Subsidiaries in accordance
\nwith GAAP):<\/p>\n

(a) aggregate Net Interest Expense for such period plus, to the extent not
\ndeducted in determining Consolidated Net Income for such period, the amount of
\nall interest previously capitalized or deferred that was amortized during such
\nperiod; plus<\/p>\n

-8-<\/p>\n

\n

(b) all debt discount and expense amortized or required to be amortized in
\nthe determination of Consolidated Net Income for such period; plus<\/p>\n

(c) all attributable interest, fees in lieu of interest and “losses on sales
\nof receivables” (or any substituted or replacement line item) reflected on a
\nconsolidated statement of income of Micro and its Consolidated Subsidiaries for
\nsuch period, in each case associated with any securitization program by Micro or
\nany of its Consolidated Subsidiaries.<\/p>\n

“Consolidated Liabilities<\/u>” means, at any date, the sum of all
\nobligations of Micro and its Consolidated Subsidiaries that would be reflected
\non a consolidated balance sheet of Micro and its Consolidated Subsidiaries as at
\nsuch date in accordance with GAAP.<\/p>\n

“Consolidated Net Income<\/u>” means, for any period, the consolidated net
\nincome of Micro and its Consolidated Subsidiaries as reflected on a consolidated
\nstatement of income of Micro and its Consolidated Subsidiaries for such period
\nin accordance with GAAP.<\/p>\n

“Consolidated Stockholders153 Equity<\/u>” means, at any date, the remainder
\nof (a) Consolidated Assets as at such date, minus (b) Consolidated Liabilities
\nas at such date.<\/p>\n

“Consolidated Subsidiary<\/u>” means any Subsidiary whose financial
\nstatements are required in accordance with GAAP to be consolidated with the
\nconsolidated financial statements delivered by Micro from time to time in
\naccordance with Section 8.1.1<\/u>.<\/p>\n

“Consolidated Tangible Assets<\/u>” means, at any date, the remainder of
\n(a) the Consolidated Assets as at the end of the most recently ended Fiscal
\nPeriod for which financial statements have been delivered pursuant to
\nSection 8.1.1<\/u>, minus (b) the Intangible Assets of Micro and its
\nConsolidated Subsidiaries as of such last day.<\/p>\n

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

“Contingent Liability<\/u>” means any agreement, undertaking or arrangement
\n(including any partnership, joint venture or similar arrangement) by which any
\nPerson guarantees, endorses or otherwise becomes or is contingently liable (by
\ndirect or indirect agreement, contingent or otherwise) to provide funds for
\npayment, to supply funds to, or otherwise to invest in, a debtor, or obligation
\nor any other liability of any other Person (other than by endorsements of
\ninstruments in the course of collection), or guarantees the payment of dividends
\nor other distributions upon the shares of any other person, if the primary
\npurpose or intent thereof by the Person incurring the Contingent Liability is to
\nprovide assurance to the obligee of such obligation of another Person that such
\nobligation of such other Person will be paid or discharged, or that any
\nagreements relating thereto will be complied with, or that the holders of such
\nobligation will be protected (in whole or in part) against loss in respect
\nthereof. The amount of<\/p>\n

-9-<\/p>\n

\n

any Person153s obligation under any Contingent Liability shall be deemed to be
\nthe lower of (a) the outstanding principal or face amount of the debt,
\nobligation or other liability guaranteed thereby and (b) the maximum amount for
\nwhich such Person may be liable pursuant to the terms of the instrument
\nembodying such Contingent Liability, unless such obligation and the maximum
\namount for which such Person may be liable are not stated or determinable, in
\nwhich case the amount of such Contingent Liability shall be such Person153s
\nmaximum reasonably anticipated liability in respect thereof as determined by
\nMicro in good faith.<\/p>\n

“Continuation Notice<\/u>” means a notice of continuation and certificate
\nduly completed and executed by an Authorized Person of the relevant Borrower,
\nsubstantially in the form of Exhibit D<\/u> attached hereto.<\/p>\n

“Controlled Group<\/u>” means all members of a controlled group of
\ncorporations and all members of a controlled group of trades or businesses
\n(whether or not incorporated) under common control which, together with Micro,
\nare treated as a single employer under Section 414(b) or 414(c) of the Code or
\nSection 4001 of ERISA.<\/p>\n

“Coordination Center<\/u>” is defined in the preamble.<\/p>\n

“Cost of Funds<\/u>” means, for the Administrative Agent or any Lender, as
\nthe case may be, its cost, from whatever source it reasonably selects, of funds
\nin respect of any expenditure or funding by it or in respect of maintaining any
\nLoan, as the case may be.<\/p>\n

“Cost of Funds Rate Loan<\/u>” means, for any Lender, any Loan bearing
\ninterest at an annual rate equal to the sum of (a) the Applicable Margin for
\nthat Loan plus (b) such Lender153s Cost of Funds.<\/p>\n

“Credit Commitment Amount<\/u>” means, relative to any Lender at any time,
\nsuch Lender153s Percentage multiplied by the then Total Commitment Amount as in
\neffect at such time.<\/p>\n

“Credit Extension<\/u>” means, collectively, (a) the making of Loans by the
\nLenders and (b) the issuance by any Issuer of a Letter of Credit.<\/p>\n

“Credit Extension Request<\/u>” means, as the context may require, a
\nBorrowing Request, a Continuation Notice or an Issuance Request.<\/p>\n

“Credit Rating<\/u>” means a statistical rating assigned by S&P and
\nMoody153s to Micro153s long-term senior unsecured debt and either published or
\notherwise evidenced in writing by the applicable rating agency and made
\navailable to the Administrative Agent, including both “express” and “indicative”
\nor “implied” (or equivalent) ratings.<\/p>\n

“Debtor Relief Laws<\/u>” means the Bankruptcy Code of the United States of
\nAmerica, and all other liquidation, conservatorship, bankruptcy, assignment for
\nthe benefit of creditors, moratorium, rearrangement, receivership, insolvency,
\nreorganization, or similar debtor relief Laws of the United States or other
\napplicable jurisdictions from time to time in effect.<\/p>\n

“Default<\/u>” means any Event of Default or any condition, occurrence or
\nevent which, after notice or lapse of time or both, would constitute an Event of
\nDefault.<\/p>\n

-10-<\/p>\n

\n

“Defaulting Lender<\/u>” means, subject to Section 5.15(b)<\/u>, any
\nLender that (a) has failed to (i) fund all or any portion of its Loans within
\ntwo Business Days of the date such Loans were required to be funded hereunder
\nunless such Lender notifies the Administrative Agent and the Borrowers in
\nwriting that such failure is the result of such Lender153s determination that one
\nor more conditions precedent to funding (each of which conditions precedent,
\ntogether with any applicable default, shall be specifically identified in such
\nwriting) has not been satisfied, or (ii) pay to the Administrative Agent, any
\nIssuer, the Swing Line Lender or any other Lender any other amount required to
\nbe paid by it hereunder (including in respect of its participation in Letters of
\nCredit or Swing Line Loans) within two Business Days of the date when due, (b)
\nhas notified the Borrowers, the Administrative Agent or any Issuer or the Swing
\nLine Lender in writing that it does not intend to comply with its funding
\nobligations hereunder, or has made a public statement to that effect (unless
\nsuch writing or public statement relates to such Lender153s obligation to fund a
\nLoan hereunder and states that such position is based on such Lender153s
\ndetermination that a condition precedent to funding (which condition precedent,
\ntogether with any applicable default, shall be specifically identified in such
\nwriting or public statement) cannot be satisfied), (c) has failed, within three
\nBusiness Days after written request by the Administrative Agent or the
\nBorrowers, to confirm in writing to the Administrative Agent and the Borrowers
\nthat it will comply with its prospective funding obligations hereunder
\n(provided<\/u> that such Lender shall cease to be a Defaulting Lender pursuant
\nto this clause (c) upon receipt of such written confirmation by the
\nAdministrative Agent and the Borrowers), or (d) has, or has a direct or indirect
\nparent company that has, (i) become the subject of a proceeding under any Debtor
\nRelief Law, or (ii) had appointed for it a receiver, custodian, conservator,
\ntrustee, administrator, assignee for the benefit of creditors or similar Person
\ncharged with reorganization or liquidation of its business or assets, including
\nthe Federal Deposit Insurance Corporation or any other state or federal
\nregulatory authority acting in such a capacity; provided<\/u> that a Lender
\nshall not be a Defaulting Lender solely by virtue of the ownership or
\nacquisition of any equity interest in that Lender or any direct or indirect
\nparent company thereof by a governmental authority so long as such ownership
\ninterest does not result in or provide such Lender with immunity from the
\njurisdiction of courts within the United States or from the enforcement of
\njudgments or writs of attachment on its assets or permit such Lender (or such
\ngovernmental authority) to reject, repudiate, disavow or disaffirm any contracts
\nor agreements made with such Lender. Any determination by the Administrative
\nAgent that a Lender is a Defaulting Lender under any one or more of clauses (a)
\nthrough (d) above shall be conclusive and binding absent manifest error, and
\nsuch Lender shall be deemed to be a Defaulting Lender (subject to Section
\n5.15(b)<\/u>) upon delivery of written notice of such determination to the
\nBorrowers, each Issuer, the Swing Line Lender and each Lender.<\/p>\n

“Designated Additional Commitments<\/u>” is defined in Section 2.4<\/u>.\n<\/p>\n

“Disbursement Date<\/u>” is defined in Section 3.2.2<\/u>.<\/p>\n

“Disclosure Schedule<\/u>” means the Disclosure Schedule attached hereto as
\nSchedule I<\/u>, as the same may be amended, supplemented or otherwise
\nmodified from time to time by Micro with the consent of the Administrative Agent
\nand the Required Lenders.<\/p>\n

“Dollar<\/u>” and the sign “$<\/u>” each means the lawful currency of the
\nUnited States.<\/p>\n

-11-<\/p>\n

\n

“Dollar Amount<\/u>” at any date, means (a) with respect to an amount
\ndenominated in Dollars, such amount as at such date, and (b) with respect to an
\namount denominated in any other Available Currency, the amount of Dollars into
\nwhich such Available Currency is convertible into Dollars as at such date and on
\nthe terms herein provided.<\/p>\n

“Effective Date<\/u>” is defined in Section 11.8<\/u>.<\/p>\n

“Effective Date Certificate<\/u>” means a certificate duly completed and
\nexecuted by an Authorized Person of Micro, substantially in the form of
\nExhibit F<\/u> attached hereto.<\/p>\n

“Eligible Assignee<\/u>” means any Person that, on the date that it is to
\nbecome a Lender under this Agreement, is (i) a Lender or (ii) any one of the
\nfollowing (in each case, with the prior written consent of the Administrative
\nAgent, the Issuer and (so long as no Event of Default exists at that time)
\nMicro, in each case such consent not to be unreasonably withheld or delayed (it
\nbeing understood that (1) if an assignment or transfer to a Person described
\nbelow results in a reduced rate of return to the Issuer or requires the Issuer
\nto set aside capital in an amount greater than that which is required to be set
\naside for other Lenders participating in the Letter of Credit or the Issuer has
\na reasonable concern about the creditworthiness or reputation of the proposed
\nassignee, then the failure to consent to such transfer by the Issuer shall be
\ndeemed reasonable and (2) in the case of an assignment or transfer to a bank or
\nfinancial institution pursuant to clause (a)<\/u> below to which Micro must
\nconsent, Micro may take into account, among other things, the creditworthiness
\nof that bank or financial institution and the holding company, if any, by which
\nit is owned):<\/p>\n

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

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

(c) a commercial bank that at that time (i) is organized under the laws of
\n(A) any other country that is a member of the Organization for Economic
\nCooperation and Development or has concluded special lending arrangements with
\nthe International Monetary Fund associated with its General Arrangements to
\nBorrow or any country that is a member of the European Community, or (B)
\npolitical subdivision of any such country, (ii) has (unless Micro otherwise
\nagrees) outstanding unsecured indebtedness that is rated A- or better by S&P
\nor A3 or better by Moody153s (or an equivalent rating by another nationally
\nrecognized statistical rating agency of similar standing if such corporations
\nare no longer in the business of rating unsecured indebtedness of entities<\/p>\n

-12-<\/p>\n

\n

engaged in such businesses) and (iii) has combined capital and surplus (as
\nestablished in its most recent report of condition to its primary regulator) of
\nnot less than $250,000,000 (or its equivalent in foreign currency);<\/p>\n

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

(e) solely during the occurrence and continuance of an Event of Default, a
\nfinance company, insurance company, or other financial institution or fund
\n(whether a corporation, partnership, or other entity) that at that time is
\nengaged generally in making, purchasing, and otherwise investing in commercial
\nloans in the ordinary course of its business;<\/p>\n

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

“EMU<\/u>” means economic and monetary union as contemplated in the Treaty
\non European Union.<\/p>\n

“EMU Legislation<\/u>” means legislative measures of the European Council
\nfor the introduction of, changeover to, or operation of, a single or unified
\nEuropean currency (whether known as the euro or otherwise), being in part the
\nimplementation of the third stage of EMU.<\/p>\n

“Environmental Laws<\/u>” means any and all applicable statutes, laws,
\nordinances, codes, rules, regulations and binding and enforceable guidelines
\n(including consent decrees and administrative orders binding on any Obligor or
\nany of their respective Subsidiaries), in each case as now or hereafter in
\neffect, relating to human health and safety, or the regulation or protection of
\nthe environment, or to emissions, discharges, releases or threatened releases of
\npollutants, contaminants, chemicals or toxic or hazardous substances or wastes
\ninto the indoor or outdoor environment, or otherwise relating to the
\nmanufacture, processing, distribution, use, treatment, storage, disposal,
\ntransport or handling of pollutants, contaminants, chemicals or toxic or
\nhazardous substances or wastes issued (presently or in the future) by any
\nnational, federal, state, provincial, territorial, or local authority in any
\njurisdiction in which any Obligor or any of their respective Subsidiaries is
\nconducting its business.<\/p>\n

-13-<\/p>\n

\n

“Equity Issuance<\/u>” means (a) any issuance or sale by Micro or any of
\nits Consolidated Subsidiaries after the Effective Date of (i) any of its capital
\nstock, (ii) any warrants or options exercisable in respect of its capital stock
\n(other than any warrants or options issued to directors, officers or employees
\nof Micro or any of its Consolidated Subsidiaries pursuant to employee benefit
\nplans established in the ordinary course of business and any capital stock of
\nMicro issued upon the exercise of such warrants or options) or (iii) any other
\nsecurity or instrument representing an equity interest (or the right to obtain
\nany equity interest) in Micro or any of its Subsidiaries or (b) the receipt by
\nMicro any of its Subsidiaries after the Effective Date of any capital
\ncontribution; provided<\/u> that Equity Issuance shall not include (x) any
\nsuch issuance or sale by any Subsidiary of Micro to Micro or any wholly owned
\nSubsidiary of Micro or (y) any capital contribution by Micro or any wholly owned
\nSubsidiary of Micro to any Subsidiary of Micro.<\/p>\n

“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974, as
\namended, and any successor statute of similar import, together with the rules
\nand regulations promulgated thereunder, in each case as in effect from time to
\ntime. References to sections of ERISA also refer to any successor sections.<\/p>\n

“Eurocurrency Liabilities<\/u>” has the meaning assigned to that term in
\nRegulation D of the F.R.S. Board, as in effect from time to time.<\/p>\n

“Euro<\/u>” means the single currency of Participating Member States of the
\nEuropean Union.<\/p>\n

“Euro Base Rate<\/u>” means, for any day, a rate per annum equal to the
\nmain refinancing rate as set by the European Central Bank plus<\/u>
\n1<\/sup>\/2 of 1%.<\/p>\n

“Euro Unit<\/u>” means a currency unit of the Euro.<\/p>\n

“Event of Default<\/u>” is defined in Section 9.1<\/u>.<\/p>\n

“Existing Letters of Credit<\/u>” means each of the Letters of Credit set
\nforth on Schedule III<\/u> hereto and outstanding under the Predecessor
\nRevolving Credit Agreement.<\/p>\n

“FASB<\/u>” means the Financial Accounting Standards Board.<\/p>\n

“FATCA<\/u>” means Sections 1471 through 1474 of the Code and any
\nregulations or official interpretations thereof.<\/p>\n

“Fee Letters<\/u>” means the letter agreements dated on or about September
\n6, 2011, between Micro and Coordination Center, on the one hand, and each of
\nScotia Capital, BOA and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
\nBNP and BNP Paribas Securities Corp., RBS and RBS Securities Inc., and Union on
\nthe other, relating to certain fees to be paid in connection with this
\nAgreement.<\/p>\n

“Fiscal Period<\/u>” means a fiscal period of Micro or any of its
\nSubsidiaries, which shall be either a calendar quarter or an aggregate period
\ncomprised of three consecutive periods of four weeks and five weeks (or, on
\noccasion, six weeks instead of five), currently commencing on or about each
\nJanuary 1, April 1, July 1 or October 1.<\/p>\n

-14-<\/p>\n

\n

“Fiscal Year<\/u>” means, with respect to any Person, the fiscal year of
\nsuch Person. The term Fiscal Year, when used without reference to any Person,
\nshall mean a Fiscal Year of Micro, which currently ends on the Saturday nearest
\nDecember 31.<\/p>\n

“Floor Plan Obligation<\/u>” means, with respect to any Person, an
\nobligation owed by such Person arising out of arrangements whereby a third party
\nmakes payments for the account of such Person directly or indirectly to a trade
\ncreditor of such Person in respect of Trade Payables of such Person.<\/p>\n

“Floor Plan Support Obligation<\/u>” means any obligation, contingent or
\notherwise, of any Person (the “Obligor”) in favor of another Person in respect
\nof Floor Plan Obligations held by the other Person that arise in connection with
\nsales of goods or services by the Obligor or its Affiliates.<\/p>\n

“Foreign Borrowers<\/u>” means, collectively, (a) Coordination Center and
\n(b) any Acceding Borrower that is not domiciled in the United States.<\/p>\n

“Foreign Excluded Subsidiary<\/u>” is defined in Section 8.1.8<\/u>.<\/p>\n

“Foreign Subsidiary<\/u>” means any Subsidiary of Micro that is not
\ndomiciled in the United States.<\/p>\n

“Fronting Exposure<\/u>” means, at any time there is a Defaulting Lender,
\n(a) with respect to any Issuer, an amount equal to such Defaulting Lender153s
\nPercentage of the outstanding Letter of Credit Outstandings with respect to
\nLetters of Credit issued by such Issuer other than Letter of Credit Outstandings
\nas to which such Defaulting Lender153s participation obligation has been
\nreallocated to other Lenders or Cash Collateralized in accordance with the terms
\nhereof, and (b) with respect to the Swing Line Lender, an amount equal to such
\nDefaulting Lender153s Percentage of outstanding Swing Line Loans made by the Swing
\nLine Lender other than Swing Line Loans as to which such Defaulting Lender153s
\nparticipation obligation has been reallocated to other Lenders.<\/p>\n

“F.R.S. Board<\/u>” is defined in Section 7.17<\/u>.<\/p>\n

“Funded Debt<\/u>” means, with respect to any Person, the sum (without
\nduplication) of (i) all Indebtedness of such Person, (ii) the Securitization
\nFinancing Amount and (iii) the aggregate amount of Total Reimbursement
\nObligations that are more than 3 days past due; provided<\/u> that, for
\npurposes of determining the “Applicable Margin” and the amount of the Commitment
\nFee pursuant to Section 4.3.2<\/u>, the definition of Funded Debt used to
\ndetermine the Leverage Ratio shall include, in lieu of clause (iii)<\/u>
\nabove, all Letter of Credit Outstandings.<\/p>\n

“GAAP<\/u>” is defined in Section 1.4<\/u>.<\/p>\n

“Guaranties<\/u>” means, collectively, (a) the Micro Guaranty and (b) each
\nAdditional Guaranty.<\/p>\n

“Guarantors<\/u>” means, collectively, Micro and each Additional Guarantor.\n<\/p>\n

-15-<\/p>\n

\n

“Hazardous Material<\/u>” means (a) any pollutant or contaminant or
\nhazardous, dangerous or toxic chemical, material or substance that is presently
\nor hereafter becomes defined as or included in the definition of “hazardous
\nsubstances<\/u>,” “hazardous wastes<\/u>,” “hazardous materials<\/u>,”
\n“extremely hazardous wastes<\/u>,” “restricted hazardous wastes<\/u>,”
\n“toxic substances<\/u>,” “toxic pollutants<\/u>,” “contaminants<\/u>,”
\n“pollutants<\/u>,” or terms of similar import within the meaning of any
\nEnvironmental Law, or (b) any other chemical or other material or substance,
\nexposure to which is presently or hereafter prohibited, limited or regulated
\nunder any Environmental Law.<\/p>\n

“herein<\/u>,” “hereof<\/u>,” “hereto<\/u>,” “hereunder<\/u>” and
\nsimilar terms contained in this Agreement or any other Loan Document refer to
\nthis Agreement or such other Loan Document, as the case may be, as a whole and
\nnot to any particular Article, Section, clause, paragraph or provision of this
\nAgreement or such other Loan Document.<\/p>\n

“Impermissible Qualifications<\/u>” means, relative to the opinion of
\ncertification of any independent public accountant engaged by Micro as to any
\nfinancial statement of Micro and its Consolidated Subsidiaries, any
\nqualification or exception to such opinion or certification:<\/p>\n

(a) which is of a “going concern” or similar nature;<\/p>\n

(b) which relates to the limited scope of examination of matters relevant to
\nsuch financial statement; or<\/p>\n

(c) which relates to the treatment or classification of any item in such
\nfinancial statement and which, as a condition to its removal, would require an
\nadjustment to such item the effect of which would be to cause Micro to be in
\ndefault of any of its obligations under Section 8.2.3<\/u> or 8.2.8<\/u>;\n<\/p>\n

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

“including<\/u>” and “include<\/u>” mean including without limiting the
\ngenerality of any description preceding such term.<\/p>\n

“Indebtedness<\/u>” of any Person means and includes the sum of the
\nfollowing (without duplication):<\/p>\n

(a) all obligations of such Person for borrowed money, all obligations
\nevidenced by bonds, debentures, notes, investment repurchase agreements or other
\nsimilar instruments, and all securities issued by such Person providing for
\nmandatory payments of money, whether or not contingent;<\/p>\n

(b) all obligations of such Person pursuant to revolving credit agreements or
\nsimilar arrangements to the extent then outstanding;<\/p>\n

-16-<\/p>\n

\n

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

(d) all obligations of such Person as lessee under Capitalized Lease
\nLiabilities or Synthetic Leases;<\/p>\n

(e) all obligations of such Person to purchase securities (or other property)
\nwhich arise out of or in connection with the sale of the same or substantially
\nsimilar securities or property excluding any such sales or exchanges for a
\nperiod of less than 45 days;<\/p>\n

(f) all obligations, contingent or otherwise, with respect to the stated
\namount of letters of credit, whether or not drawn, issued for the account of
\nsuch Person to support the Indebtedness of any Person other than Micro or a
\nSubsidiary of Micro, and bankers153 acceptances issued for the account of such
\nPerson;<\/p>\n

(g) all Indebtedness of others secured by a Lien of any kind on any asset of
\nsuch Person, whether or not such Indebtedness is assumed by such Person;
\nprovided<\/u> that the amount of any Indebtedness attributed to any Person
\npursuant to this clause (g)<\/u> shall be limited, in each case, to the lesser
\nof (i) the fair market value of the assets of such Person subject to such Lien
\nand (ii) the amount of the other Person153s Indebtedness secured by such Lien; and\n<\/p>\n

(h) all guarantees, endorsements and other Contingent Liabilities of such
\nPerson in respect of any of the foregoing;<\/p>\n

provided<\/u> that it is understood and agreed that the following are not
\n“Indebtedness<\/u>“:<\/p>\n

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

(ii) obligations to repurchase securities issued to employees pursuant to any
\nPlan or other contract or arrangement relating to employment upon the
\ntermination of their employment or other events;<\/p>\n

(iii) obligations to match contributions of employees under any Plan;<\/p>\n

(iv) guarantees of any Obligor or any of their respective Subsidiaries that
\nare guarantees of performance, reclamation or similar bonds or, in lieu of such
\nbonds, letters of credit used for such purposes issued in the ordinary course\n<\/p>\n

-17-<\/p>\n

\n

of business for the benefit of any Subsidiary of Micro, which would not be
\nincluded on the consolidated financial statements of any Obligor; and<\/p>\n

(v) Trade Payables.<\/p>\n

“Indemnified Liabilities<\/u>” is defined in Section 11.4<\/u>.<\/p>\n

“Indemnified Parties<\/u>” is defined in Section 11.4<\/u>.<\/p>\n

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

“Initial Additional Guarantors<\/u>” means Ingram Micro Management Company,
\na California corporation, Ingram Micro Asia Holdings Inc., a California
\ncorporation, and Ingram Micro SB Inc., a California corporation, each of which
\nshall execute and deliver an Additional Guaranty on or prior to the Effective
\nDate as required by Section 6.1.3<\/u>.<\/p>\n

“Initial Borrowers<\/u>” is defined in the preamble.<\/p>\n

“Intangible Assets<\/u>” means, with respect to any Person, that portion of
\nthe book value of the assets of such Person which would be treated as
\nintangibles under GAAP, including all items such as goodwill, trademarks, trade
\nnames, brands, trade secrets, customer lists, copyrights, patents, licenses,
\nfranchise conversion rights and rights with respect to any of the foregoing and
\nall unamortized debt or equity discount and expenses.<\/p>\n

“Intercompany Transfer<\/u>” means the purchase or acquisition by Micro or
\nany Subsidiary of Micro of property or assets of Micro or any Subsidiary of
\nMicro, provided<\/u> that (i) such purchase or acquisition satisfies the
\nrequirements of Section 8.2.6<\/u> and (ii) no Event of Default has occurred
\nand is continuing at the time of such purchase or acquisition or would occur
\nafter giving effect thereto.<\/p>\n

“Interest Period<\/u>” means, for any LIBO Rate Loan, the period beginning
\non (and including) the date on which such Loan is made, continued or converted
\nand ending on (but excluding) the last day of the period selected by the
\nrelevant Borrower pursuant to the provisions below. The duration of each such
\nInterest Period shall be one week (it being understood that such one-week
\nInterest Period may not be selected by the Borrowers collectively more than
\ntwice in any calendar month) or one, three, or six months from (and including)
\nthe date of such Loan, ending on (but excluding), in the case of a one-week
\nInterest Period, the corresponding day of the following week and, in each other
\ncase, the day which numerically corresponds to such date (or, if such month has
\nno numerically corresponding day on the last Business Day of such month), as the
\nrelevant Borrower may select in its relevant notice pursuant to Section
\n3.1<\/u> or 4.2.3<\/u>; provided<\/u> that:<\/p>\n

(a) the Borrowers shall not be permitted to select Interest Periods for Loans
\nto be in effect at any one time which have expiration dates occurring on more
\nthan 10 different dates in the aggregate;<\/p>\n

-18-<\/p>\n

\n

(b) Interest Periods commencing on the same date for Loans comprising part of
\nthe same Borrowing shall be of the same duration;<\/p>\n

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

(d) no Interest Period for any Loan may end later than the Commitment
\nTermination Date.<\/p>\n

“Intra-Group Agreement<\/u>” means, collectively, any Intra-Group
\nAgreement, substantially in the form of Exhibit G<\/u> attached hereto (i)
\nduly executed and delivered on or prior to the Effective Date by Authorized
\nPersons of each Borrower and each Initial Additional Guarantor and (ii) executed
\nand delivered if and when required by Section 8.1.9<\/u>, in each case as
\namended, supplemented, restated or otherwise modified from time to time.<\/p>\n

“Issuance Request<\/u>” means an issuance request for Letters of Credit
\nduly completed and executed by an Authorized Person of the relevant Borrower,
\nsubstantially in the form of Exhibit C<\/u> attached hereto.<\/p>\n

“Issuer<\/u>” means Scotia Capital, in its capacity as issuer of the
\nLetters of Credit. At the request of the Agents, another Lender or an Affiliate
\nof Scotia Capital may (but is not otherwise obligated to) issue one or more
\nLetters of Credit hereunder.<\/p>\n

“Joint Lead Arrangers<\/u>” means Scotia Capital, BNP Paribas Securities
\nCorp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities
\nInc. and Union.<\/p>\n

“Lenders<\/u>” is defined in the preamble and also includes Additional
\nCommitment Lenders pursuant to Section 2.4<\/u>.<\/p>\n

“Lender Assignment Agreement<\/u>” means a Lender Assignment Agreement
\nsubstantially in the form of Exhibit J<\/u> attached hereto.<\/p>\n

“Lender Party<\/u>” means any of the Lenders, the Agents, the Issuers, and
\n(for purposes only of Section 11.4<\/u>) the Joint Lead Arrangers.<\/p>\n

“Lending Office<\/u>” means, for any Lender (a) for Loans to Micro, its
\nLending Office for Loans to Micro designated beside its signature below,
\ndesignated in a Lender Assignment Agreement to which it is a party, or
\ndesignated in a notice to the Administrative Agent and Micro from time to time
\nand at any time and (b) for other Loans, its Lending Office for “Other Loans”
\ndesignated beside its signature below, designated in a Lender Assignment
\nAgreement to which it is a party, or designated in a notice to the
\nAdministrative Agent and Micro from time to time and at any time.<\/p>\n

-19-<\/p>\n

\n

“Letter of Credit Commitment<\/u>” means, with respect to any Issuer of
\nLetters of Credit, such Issuer153s obligations to issue Letters of Credit pursuant
\nto Section 3.2<\/u> and, with respect to each of the other Lenders, the
\nobligations of each such Lender to participate in Letters of Credit pursuant to
\nsuch Section 3.2<\/u>.<\/p>\n

“Letter of Credit Fees<\/u>” is defined in Section 4.3.3<\/u>.<\/p>\n

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

“Letter of Credit Outstandings<\/u>” means, on any date, the sum (without
\nduplication) of the Dollar Amounts of (a) the then aggregate amount which is
\nundrawn and available under all Letters of Credit issued and outstanding
\n(assuming that all conditions for drawing have been satisfied), plus (b) the
\nthen aggregate amount of all unpaid and outstanding Reimbursement Obligations.\n<\/p>\n

“Letters of Credit<\/u>” means all letters of credit issued and outstanding
\nunder this Agreement.<\/p>\n

“Leverage Ratio<\/u>” means the ratio of (a) Consolidated Funded Debt on
\nthe last day of any Fiscal Period to (b) Consolidated EBITDA for the period of
\nfour Fiscal Periods ending on the last day of such Fiscal Period.<\/p>\n

“LIBO Rate<\/u>” means, for any Interest Period for a Borrowing, an annual
\ninterest rate (rounded upward to four decimal places) determined by the
\nAdministrative Agent to be either:<\/p>\n

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

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

“LIBO Rate Loan<\/u>” means a Loan bearing interest at a rate determined by
\nreference to the LIBO Rate.<\/p>\n

-20-<\/p>\n

\n

“LIBOR Reserve Percentage<\/u>” means, for any Lender, relative to any
\nInterest Period for Loans, the reserve percentage (expressed as a decimal) equal
\nto the maximum aggregate reserve requirements (including all basic, emergency,
\nsupplement, marginal and other reserves and taking into account any transitional
\nadjustments or other scheduled changes in reserve requirements) specified under
\nregulations issued from time to time by the F.R.S. Board and then applicable to
\nassets or liabilities consisting of and including Eurocurrency Liabilities
\nhaving a term approximately equal or comparable to such Interest Period.<\/p>\n

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

“Loan Document<\/u>” means this Agreement, each Note (if any), each Credit
\nExtension Request, each Letter of Credit, the Intra-Group Agreement, each
\nGuaranty, the most recently delivered Compliance Certificate (specifically
\nexcluding any other Compliance Certificate previously delivered), any Accession
\nRequest and Acknowledgment, and any other agreement, document, or instrument
\n(excluding any documents delivered solely for the purpose of satisfaction
\ndisclosure requirements or requests for information) required in connection with
\nthis Agreement or the making or maintaining of any Credit Extension and
\ndelivered by an Authorized Person.<\/p>\n

“Loans<\/u>” means, as the context may require, (i) either a Revolving Loan
\nor a Swing Line Loan or (ii) a Base Rate Loan or a LIBO Rate Loan of any type.\n<\/p>\n

“Mandatory Costs<\/u>” means the percentage rate per annum calculated by
\nthe Administrative Agent in accordance with Schedule II.<\/p>\n

“Margin Stock<\/u>” means “margin stock<\/u>,” as such term is defined
\nand used in Regulation U.<\/p>\n

“Material Adverse Effect<\/u>” means a material adverse effect on the
\nability (whether financial, legal or otherwise) of the Obligors to comply with
\ntheir obligations (future or otherwise) under this Agreement.<\/p>\n

“Material Asset Acquisition<\/u>” (a) means the purchase or other
\nacquisition (in one transaction or a series of related transactions) from any
\nPerson of property or assets, the aggregate purchase price of which (calculated
\nin Dollars) paid in cash or property (other than<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-21-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

property consisting of equity shares or interests or other equivalents of
\ncorporate stock of, or partnership or other ownership interests in, any
\nObligor), equals or exceeds 25% of the sum (calculated without giving effect to
\nsuch purchase or acquisition) of (i) Consolidated Funded Debt (determined as at
\nthe end of the then most recently ended Fiscal Period), plus (ii) Consolidated
\nStockholders153 Equity (determined as at the end of the then most recently ended
\nFiscal Period), plus (iii) any increase thereof attributable to any equity
\nofferings or issuances of capital stock occurring subsequent to the end of such
\nFiscal Period and before any such purchase or acquisition, but (b) does not mean
\nan Intercompany Transfer.<\/p>\n

“Material Subsidiary<\/u>” means:<\/p>\n

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

(b) with respect to any Subsidiary of Micro (other than any Foreign Excluded
\nSubsidiary) organized or acquired subsequent to the date of this Agreement, a
\nSubsidiary of Micro that as of:<\/p>\n

(i) the date it becomes a Subsidiary of Micro, would have owned (on a pro
\nforma basis if such Subsidiary had been a Subsidiary of Micro at the end of the
\npreceding Fiscal Year) assets constituting at least 5% of Consolidated Assets at
\nthe end of the Fiscal Year immediately prior to the Fiscal Year in which it is
\norganized or acquired; or<\/p>\n

(ii) any date of determination thereafter, either (A) on an average over the
\nthree most recently preceding Fiscal Years (or, if less, since the date such
\nPerson became a Subsidiary of Micro) contributed at least 5% to Consolidated Net
\nIncome or (B) on an average at the end of the three (or, if less, such number of
\nFiscal Year-ends as have occurred since such Person became a Subsidiary of
\nMicro) most recently preceding Fiscal Years owned assets constituting at least
\n5% of Consolidated Assets;<\/p>\n

provided<\/u> that Ingram Funding Inc. and any other special purpose
\nfinancing vehicle shall not be Material Subsidiaries.<\/p>\n

“Maturity<\/u>” of any of the Obligations means the earliest to occur of:\n<\/p>\n

(a) the date on which such Obligations expressly become due and payable
\npursuant hereto or any other Loan Document but in no event beyond the Commitment
\nTermination Date; and<\/p>\n

(b) the date on which such Obligations become due and payable pursuant to
\nSection 9.2<\/u>, 9.3<\/u>, or 9.4<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-22-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

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

“Micro<\/u>” is defined in the preamble.<\/p>\n

“Micro Guaranty<\/u>” means a guaranty, substantially in the form of
\nExhibit H<\/u> attached hereto, duly executed and delivered by an Authorized
\nPerson of Micro, as amended, supplemented, restated or otherwise modified from
\ntime to time.<\/p>\n

“Minimum Collateral Amount<\/u>” means, at any time, with respect to Cash
\nCollateral consisting of cash or deposit account balances, an amount equal to
\nthe aggregate Percentages of any Defaulting Lenders at such time times<\/u>
\nthe Fronting Exposure of all Issuers with respect to Letters of Credit issued
\nand outstanding at such time.<\/p>\n

“Moody153s<\/u>” means Moody153s Investors Service, Inc. and any successor
\nthereto.<\/p>\n

“National Currency Unit<\/u>” means a unit of currency (other than a Euro
\nUnit) of a Participating Member State.<\/p>\n

“Net Interest Expense<\/u>” means, for any applicable period, the aggregate
\ninterest expense of Micro and its Consolidated Subsidiaries (including imputed
\ninterest on Capitalized Lease Liabilities) deducted in determining Consolidated
\nNet Income for such period, net of interest income of Micro and its Consolidated
\nSubsidiaries included in determining Consolidated Net Income for such applicable
\nperiod.<\/p>\n

“Non-Compliance Period<\/u>” is defined in Section 8.2.4(b)<\/u>.<\/p>\n

“Non-Defaulting Lender<\/u>” means, at any time, each Lender that is not a
\nDefaulting Lender at such time.<\/p>\n

“Non-Exempt U.S. Person<\/u>” means any Lender Party who is a “United
\nStates person” within the meaning of Section 7701(a)(30) of the Code other than
\na Lender Party who is an exempt recipient (including a corporation or a
\nfinancial institution) as determined under the provisions of Treas. Reg. \u00a7
\n1.6049-4(c)(1)(ii) unless the communications with such Lender Party are mailed
\nby Micro or the Administrative Agent to an address in a foreign country.<\/p>\n

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

“Note<\/u>” means, as the context may require, a Revolving Note or a Swing
\nLine Note.<\/p>\n

“Obligations<\/u>” means, individually and collectively (a) the Revolving
\nLoans, (b) Swing Line Loans, (c) all Letter of Credit Outstandings, and (d) all
\nother indebtedness, liabilities,<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-23-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

obligations, covenants and duties of any Borrower owing to the Agents or the
\nLenders of every kind, nature and description, under or in respect of this
\nAgreement or any of the other Loan Documents including, without limitation, any
\nfees, whether direct or indirect, absolute or contingent, due or not due,
\ncontractual or tortious, liquidated or unliquidated, and whether or not
\nevidenced by any note.<\/p>\n

“Obligors<\/u>” means, collectively, the Borrowers and the Guarantors.<\/p>\n

“Organic Documents<\/u>” means, relative to any Obligor, any governmental
\nfiling or proclamation pursuant to which such Person shall have been created and
\nshall continue in existence (including a charter or certificate or articles of
\nincorporation or organization) and its by-laws (or, if applicable, partnership
\nor operating agreement) and all material shareholder agreements, voting trusts
\nand similar arrangements to which such Obligor is a party that are applicable to
\nthe voting of any of its authorized shares of capital stock (or, if applicable,
\nother ownership interests therein).<\/p>\n

“Outstanding Credit Extensions<\/u>” means, relative to any Lender at any
\ndate and without duplication, the sum of the Dollar Amounts of (a) the aggregate
\nprincipal amount of all outstanding Loans of such Lender at such date, plus (b)
\nsuch Lender153s Percentage of the Letter of Credit Outstandings.<\/p>\n

“Participant<\/u>” is defined in Section 11.11.2<\/u>.<\/p>\n

“Participating Member State<\/u>” means each such state so described in any
\nEMU Legislation.<\/p>\n

“PBGC<\/u>” means the Pension Benefit Guaranty Corporation and any entity
\nsucceeding to any or all of its functions under ERISA.<\/p>\n

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

“Percentage<\/u>” of any Lender means in the case of (a) each Lender which
\nis a signatory to this Agreement, the percentage set forth opposite such
\nLender153s signature hereto under the caption “Percentage<\/u>,” subject to any
\nmodification necessary to give effect to (i) any sale, assignment or transfer
\nmade pursuant to Section 11.11.1<\/u> or (ii) any Designated Additional
\nCommitments made pursuant to Section 2.4<\/u> which take the form of an
\nincrease to the then-existing Commitments or (b) any Transferee Lender,
\neffective upon the occurrence of the relevant purchase by, or assignment to,
\nsuch Transferee Lender, the portion of the Percentage of the selling, assigning
\nor transferring Lender allocated to such Transferee Lender.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-24-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

“Person<\/u>” means any natural person, company, partnership, firm, limited
\nliability company or partnership, association, trust, government, government
\nagency or any other entity, whether acting in an individual, fiduciary or other
\ncapacity.<\/p>\n

“Plan<\/u>” means any Pension Plan or Welfare Plan.<\/p>\n

“Pooling Arrangement<\/u>” means any cash pooling arrangement in connection
\nwith any cash management system entered into by Micro or any Consolidated
\nSubsidiaries in the ordinary course of business.<\/p>\n

“Predecessor Credit Agreements<\/u>” means, collectively, the Predecessor
\nRevolving Credit Agreement and the Predecessor Term Credit Agreement.<\/p>\n

“Predecessor Revolving Credit Agreement<\/u>” means the certain Credit
\nAgreement dated as of August 23, 2007 by and among, inter<\/u> alia<\/u>,
\nScotia Capital, as administrative agent, Micro, Coordination Center, Ingram
\nMicro Europe Treasury LLC and the financial institutions party thereto, as
\namended by Amendment No. 1 dated as of July 17, 2008.<\/p>\n

“Predecessor Term Credit Agreement<\/u>” means the certain Credit Agreement
\ndated as of July 17, 2008 by and among, inter<\/u> alia<\/u>, Scotia
\nCapital, as administrative agent, Micro, Coordination Center, Ingram Micro
\nEurope Treasury LLC and the financial institutions party thereto.<\/p>\n

“Principal Financial Center<\/u>” means, in the case of any Available
\nCurrency, the principal financial center where such Available Currency is
\ncleared and settled, as determined by the Administrative Agent.<\/p>\n

“Quarterly Payment Date<\/u>” means the last day of March, June, September
\nand December of each calendar year or, if any such day is not a Business Day,
\nthe next succeeding Business Day.<\/p>\n

“RBS<\/u>” is defined in the preamble.<\/p>\n

“Reference Lenders<\/u>” means Scotia Capital and BOA; provided<\/u>
\nthat, in relation to Mandatory Costs, “Reference Lenders” shall refer to the
\nprincipal London office of Scotia Capital and BOA.<\/p>\n

“Reference Rate<\/u>” means, at any time, an annual interest rate equal to
\nthe sum of (a) the Applicable Margin for Loans at that time (unless already
\nincluded in the rate determined under clause (b)<\/u> following) plus (b) the
\nrate determined by the Administrative Agent to be the higher of either:<\/p>\n

(i) the rate on the relevant base amount or overdue amount (before the date
\ndue, if principal), as the case may be and to the extent applicable (the
\n“relevant amount<\/u>“); or<\/p>\n

(ii) the rate that would have been payable if the relevant amount constituted
\na Loan in the currency of the relevant amount for successive interest<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-25-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

periods of such duration as the Administrative Agent may determine (each a
\n“designated interest period<\/u>“).<\/p>\n

Such rate in clause (b)<\/u> above shall be determined on each Business Day
\nor the first day of, or two Business Days before the first day of, the
\ndesignated interest period, as appropriate, and otherwise determined in
\naccordance with the definition of LIBO Rate or, if not available, determined by
\nreference to the cost of funds to the Administrative Agent from whatever source
\nit reasonably selects.<\/p>\n

“Refunded Swing Line Loans<\/u>” is defined in clause (b)<\/u> of
\nSection 3.1.2<\/u>.<\/p>\n

“Regulation U<\/u>” is defined in Section 7.17<\/u>.<\/p>\n

“Regulation X<\/u>” is defined in Section 7.17<\/u>.<\/p>\n

“Regulatory Change<\/u>” means any change after the date hereof in any (or
\nthe promulgation after the date hereof of any new):<\/p>\n

(a) law applicable to any class of banks (of which any Lender Party is a
\nmember) issued by (i) any competent authority in any country or jurisdiction, or
\n(ii) any competent international or supra-national authority; or<\/p>\n

(b) regulation, interpretation, directive or request (whether or not having
\nthe force of law) applicable to any class of banks (of which any Lender Party is
\na member) of any court, central bank or governmental authority or agency charged
\nwith the interpretation or administration of any law referred to in clause
\n(a)<\/u> of this definition or of any fiscal, monetary or other authority having
\njurisdiction over any Lender Party;<\/p>\n

provided<\/u> that notwithstanding anything herein to the contrary, (x) the
\nDodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
\nrules, guidelines or directives thereunder or issued in connection therewith and
\n(y) all requests, rules, guidelines or directives promulgated by the Bank for
\nInternational Settlements, the Basel Committee on Banking Supervision (or any
\nsuccessor or similar authority) or the United States or foreign regulatory
\nauthorities, in each case pursuant to Basel III, shall in each case be deemed to
\nbe a “Regulatory Change”, regardless of the date enacted, adopted or issued; and
\nprovided<\/u> further<\/u> that a “Regulatory Change” shall not include any
\nchange in, or any promulgation of, any law, regulation, interpretation,
\ndirective or request with respect to taxes.<\/p>\n

“Reimbursement Obligation<\/u>” is defined in Section 3.2.3<\/u>.<\/p>\n

“Release<\/u>” means a “release<\/u>,” as such term is defined in the
\nComprehensive Environmental Response, Compensation and Liability Act of 1980, as
\namended and as in effect from time to time (42 United States Code \u00a7 9601 et
\nseq.<\/u>), and any rules and regulations promulgated thereunder.<\/p>\n

“Required Currency<\/u>” is defined in Section 5.8.1(a)<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-26-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

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

“Restructuring Charges<\/u>” means, for any period, the aggregate
\nnon-recurring restructuring charges recorded in accordance with GAAP by Micro
\nand its Consolidated Subsidiaries during such period with respect to either
\nAcquisitions or restructurings.<\/p>\n

“Revolving Credit Exposure<\/u>” means, as to any Lender at any time, the
\naggregate principal amount at such time of its outstanding Revolving Loans and
\nsuch Lender153s participation in Letter of Credit Outstandings and Swing Line
\nLoans at such time.<\/p>\n

“Restricted Payment<\/u>” is defined in Section 8.2.4(a)<\/u>.<\/p>\n

“Revolving Loans<\/u>” is defined in clause (a)<\/u> of Section
\n2.1<\/u>.<\/p>\n

“Revolving Note<\/u>” means a promissory note of a Borrower, payable to a
\nLender that has requested it under Section 4.1<\/u>, substantially in the form
\nof Exhibit A-1<\/u> attached hereto (as such promissory note may be amended,
\nendorsed, or otherwise modified from time to time), evidencing the aggregate
\nIndebtedness of that Borrower to such Lender resulting from outstanding
\nRevolving Loans, together with all other promissory notes accepted from time to
\ntime in substitution therefor or renewal thereof.<\/p>\n

“S&P<\/u>” means Standard & Poor153s Financial Services LLC, a
\nsubsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.<\/p>\n

“Scotia Capital<\/u>” is defined in the preamble.<\/p>\n

“Securitization Default<\/u>” is defined in Section 9.1.10<\/u>.<\/p>\n

“Securitization Financing Amount<\/u>” means (i) in respect of any
\nSecuritization Default, the principal equivalent of the outstanding amount of
\nfinancing being provided to Micro and its Consolidated Subsidiaries under the
\nrelated Trade Accounts Receivable Financing Program, determined in accordance
\nwith generally accepted financial practices, and (ii) for the purpose of
\ndetermining the amount of Funded Debt, the principal equivalent of the
\noutstanding amount of financing being provided to Micro and its Consolidated
\nSubsidiaries under all Trade Accounts Receivable Financing Programs, determined
\nin accordance with generally accepted financial practices.<\/p>\n

“Settlement Date<\/u>” is defined in Section 4.1.2<\/u>.<\/p>\n

“Stated Amount<\/u>” for any Letter of Credit on any day means the amount
\nwhich is undrawn and available under such Letter of Credit on such day (after
\ngiving effect to any drawings thereon on such day).<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-27-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

“Stated Expiry Date<\/u>” is defined in Section 3.2<\/u>.<\/p>\n

“Sterling<\/u>” means the lawful currency of the United Kingdom.<\/p>\n

“Sterling Base Rate<\/u>” means, for any day, the rate per annum equal to
\nthe base rate as set by the Monetary Policy Committee of the Bank of England
\nplus<\/u> 1<\/sup>\/2 of 1%.<\/p>\n

“Subject Lender<\/u>” is defined in Section 5.12<\/u>.<\/p>\n

“Subsidiary<\/u>” means, with respect to any Person, any corporation,
\ncompany, partnership or other entity of which more than 50% of the outstanding
\nshares or other ownership interests having by the terms thereof ordinary voting
\npower to elect a majority of the board of directors of, or other persons
\nperforming similar functions for, such corporation, company, partnership or
\nother entity (irrespective of whether at the time shares or other ownership
\ninterests of any other class or classes of such corporation, company,
\npartnership or other entity shall or might have voting power upon the occurrence
\nof any contingency) is at the time directly or indirectly owned by such Person,
\nby such Person and one or more other Subsidiaries of such Person, or by one or
\nmore other Subsidiaries of such Person.<\/p>\n

“Swing Line Lender<\/u>” means, subject to the terms of this Agreement,
\nScotia Capital.<\/p>\n

“Swing Line Loan<\/u>” is defined in clause (b)<\/u> of Section
\n2.1<\/u>.<\/p>\n

“Swing Line Loan Commitment<\/u>” means the Swing Line Lender153s obligation
\n(if any) to make Swing Line Loans pursuant to clause (b)<\/u> of Section
\n2.1<\/u>.<\/p>\n

“Swing Line Loan Commitment Amount<\/u>” means, on any date, the Dollar
\nAmount of $100,000,000, as such amount may be reduced from time to time pursuant
\nto Section 2.2<\/u>. The Swing Line Loan Commitment Amount is part of, and not
\nin addition to, the Commitments.<\/p>\n

“Swing Line Note<\/u>” means a promissory note of a Borrower payable to the
\nSwing Line Lender (if requested by the Swing Line Lender under Section
\n4.1<\/u>), in the form of Exhibit A-2<\/u> hereto (as such promissory note may
\nbe amended, endorsed or otherwise modified form time to time), evidencing the
\naggregate Indebtedness of the Borrower to the Swing Line Lender resulting from
\noutstanding Swing Line Loans, and also means all other promissory notes accepted
\nfrom time to time in substitution therefor or renewal thereof.<\/p>\n

“Syndication Agents<\/u>” is defined in the preamble and includes each
\nother Person as shall have subsequently been appointed as a successor
\nSyndication Agent pursuant to Section 10.4<\/u>.<\/p>\n

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

“Tax Payment<\/u>” is defined in Section 5.7<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-28-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

“Tax Refund<\/u>” is defined in Section 5.7<\/u>.<\/p>\n

“Taxes<\/u>” is defined in Section 5.7<\/u>.<\/p>\n

“Term Loans<\/u>” means any term loans made pursuant to the Designated
\nAdditional Commitments described in Section 2.4<\/u>.<\/p>\n

“Total Commitment Amount<\/u>” means, at any time, the Dollar Amount of
\n$750,000,000, as such amount may be reduced from time to time pursuant to
\nSection 2.2 <\/u>or increased from time to time pursuant to Section
\n2.4<\/u>.<\/p>\n

“Total Indebtedness of Subsidiaries<\/u>” means, at any date, the aggregate
\nof all Indebtedness on such date of all the Subsidiaries of Micro, without
\nduplication and after eliminating all offsetting debits and credits between each
\nof such Subsidiaries or between such a Subsidiary and Micro and all other items
\nrequired to be eliminated in accordance with GAAP, excluding (a) all
\nIndebtedness of any Consolidated Subsidiary of Micro outstanding on July 2,
\n2011, or incurred pursuant to any commitment or line of credit in its favor in
\neffect on July 2, 2011, and any renewals or replacements thereof, so long as
\nsuch renewals or replacements do not increase the amount of such Indebtedness or
\nsuch commitments or lines of credit and (b) any Indebtedness of Ingram Funding
\nInc. or any other special purpose financing vehicle incurred in connection with
\ntheir purchase, directly or indirectly, from Micro or any of Micro153s other
\nConsolidated Subsidiaries, of Trade Accounts Receivable or interests therein.\n<\/p>\n

“Total Reimbursement Obligations<\/u>” means, at any date, the sum of (a)
\nall Reimbursement Obligations of each Borrower and (b) any other obligations of
\nMicro or any of its Subsidiaries to reimburse any issuer with respect to a
\ndisbursement under a letter of credit issued on behalf of Micro or any such
\nSubsidiary, in each case that have ceased to be contingent upon a drawing under
\nthe related letter of credit.<\/p>\n

“Trade Accounts Receivable<\/u>” means, with respect to any Person, all
\nrights of such Person to the payment of money directly or indirectly arising out
\nof any sale, lease or other disposition of goods or rendition of services by
\nsuch Person.<\/p>\n

“Trade Accounts Receivable Financing Program<\/u>” means any accounts
\nreceivable financing program pursuant to which Micro and\/or its Subsidiaries may
\nsell, convey or otherwise transfer, directly or indirectly, Trade Accounts
\nReceivable to a Person other than Micro or its Subsidiaries (whether through the
\ndirect sale of such Trade Accounts Receivable, the sale of an undivided interest
\nin a specified pool of such Trade Accounts Receivable, or the grant of a
\nsecurity interest in such Trade Accounts Receivable to such other Person);
\nprovided<\/em> that “Trade Accounts Receivable Financing Program” shall not
\ninclude any Non-Recourse Financing Transaction.<\/p>\n

“Trade Payables<\/u>” means, with respect to any Person, (a) any accounts
\npayable or any other indebtedness or monetary obligation to trade creditors
\ncreated, assumed or guaranteed by such Person or any of its Subsidiaries arising
\nin the ordinary course of business in connection with the acquisition of goods
\nor services or (b) such Person153s Floor Plan Obligations and Floor Plan Support
\nObligations.<\/p>\n\n\n\n\n
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\n

“Transferee Lender<\/u>” is defined in Section 11.11.1<\/u>.<\/p>\n

“Union<\/u>” is defined in the preamble.<\/p>\n

“United Kingdom<\/u>” means The United Kingdom of Great Britain and
\nNorthern Ireland.<\/p>\n

“United States<\/u>” or “U.S.<\/u>” means the United States of America,
\nits fifty States, and the District of Columbia.<\/p>\n

“Voting Stock<\/u>” means, (a) with respect to a corporation, the stock of
\nsuch corporation the holders of which are ordinarily, in the absence of
\ncontingencies, entitled to elect members of the board of directors (or other
\ngoverning body) of such corporation, (b) with respect to any partnership, the
\npartnership interests in such partnership the owners of which are entitled to
\nmanage the affairs of the partnership or vote in connection with the management
\nof the affairs of the partnership or the designation of another Person as the
\nPerson entitled to manage the affairs of the partnership, and (c) with respect
\nto any limited liability company, the membership interests in such limited
\nliability company the owners of which are entitled to manage the affairs of such
\nlimited liability company or entitled to elect managers of such limited
\nliability company (it being understood that, in the case of any partnership or
\nlimited liability company, “shares<\/u>” of Voting Stock shall refer to the
\npartnership interests or membership interests therein, as the case may be).<\/p>\n

“Welfare Plan<\/u>” means a “welfare plan<\/u>,” as such term is defined
\nin Section 3(l) of ERISA.<\/p>\n

SECTION 1.2 Use of Defined Terms<\/strong>. Unless otherwise defined
\nor the context otherwise requires, terms for which meanings are provided in this
\nAgreement shall have such meaning as when used in the Disclosure Schedule and in
\neach Credit Extension Request, each other Loan Document, and each notice and
\nother communication delivered from time to time in connection with this
\nAgreement or any other Loan Document.<\/p>\n

SECTION 1.3 Cross-References<\/strong>. Unless otherwise specified,
\nreferences in this Agreement and in each other Loan Document to any Article,
\nSection, clause or definition are references to such clause or definition of
\nthis Agreement or such other Loan Document, as the case may be, and, unless
\notherwise specified, references in any Article, Section, clause or definition to
\nany section are references to such section of such Article, Section, clause or
\ndefinition.<\/p>\n

SECTION 1.4 Accounting and Financial Determinations<\/strong>.<\/p>\n

(a) Unless otherwise specified, all accounting terms used herein or in any
\nother Loan Document shall be interpreted, and all accounting determinations and
\ncomputations hereunder or thereunder (including under Section 8.2.3<\/u>)
\nshall be made, in accordance with those U.S. generally accepted accounting
\nprinciples (“GAAP<\/u>“) as applied in the preparation of the financial
\nstatements of Micro and its Consolidated Subsidiaries included in its annual
\nreport on Form 10-K for the Fiscal Year ended January 1, 2011; provided<\/u>,
\nthat the financial statements required to be delivered pursuant to clauses
\n(a)<\/u> and (b)<\/u> of Section 8.1.1<\/u> shall be prepared in accordance
\nwith GAAP as in effect from time to time and the quarterly financial statements
\nrequired to be delivered<\/p>\n\n\n\n\n
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\n

pursuant to clause (b)<\/u> of Section 8.1.1<\/u> are not required to
\ncontain footnote disclosures required by GAAP and shall be subject to ordinary
\nyear-end adjustments.<\/p>\n

(b) If, after the date hereof, there shall be any change to Micro153s Fiscal
\nYear, or any modification in GAAP used in the preparation of the 2010 financial
\nstatements (whether such modification is adopted or imposed by FASB, the
\nAmerican Institute of Certified Public Accountants or any other regulatory or
\nprofessional body) which changes result in a change in the method of calculation
\nof financial covenants, standards or terms found in this Agreement, the parties
\nhereto agree promptly to enter into negotiations in order to amend such
\nfinancial covenants, standards or terms so as to reflect equitably such changes,
\nwith the desired result that the evaluations of Micro153s financial condition
\nshall be the same after such changes as if such changes had not been made;
\nprovided<\/u> that until the parties hereto have reached a definitive
\nagreement on such amendments, Micro153s financial condition and such financial
\ncovenants, standards and terms shall continue to be evaluated on the same
\nprinciples as those used in the preparation of the 2010 financial statements.\n<\/p>\n

SECTION 1.5 Calculations<\/strong>. All calculations made for purposes
\nof this Agreement, each other Loan Document, and the transactions contemplated
\nby them shall be made to two decimal places except as otherwise specifically
\nstated in this Agreement or any other Loan Document.<\/p>\n

SECTION 1.6 Round Amounts<\/strong>. Unless otherwise specifically
\nstated in this Agreement or any other Loan Document, each requirement that
\nCredit Extensions, repayments, and reductions in Commitments be in certain
\nDollar minimums and integral multiples shall, in respect of dealings in another
\nAvailable Currency, be deemed to be rounded amounts in that other Available
\nCurrency that approximate those Dollar minimums and multiples.<\/p>\n

ARTICLE II <\/strong><\/p>\n

COMMITMENTS, ETC. <\/strong><\/p>\n

SECTION 2.1 Commitments<\/strong>. On the terms and subject to the
\nconditions of this Agreement (including Article VI<\/u>), each Lender
\nseverally (or in the case of Swing Line Loans, the Swing Line Lender) agrees
\nthat it will, from time to time on any Business Day occurring after the
\nEffective Date and prior to the Commitment Termination Date:<\/p>\n

(a) make revolving loans (other than Swing Line Loans) in Available
\nCurrencies (“Revolving Loans<\/u>“) to any Borrower equal to such Lender153s
\nPercentage of the aggregate amount of the Borrowing to be made on such Business
\nDay, all in accordance with Section 3.1<\/u>; provided<\/u> that no Lender
\nshall be required to make any Revolving Loan if, after giving effect thereto:\n<\/p>\n

(i) such Lender153s Outstanding Credit Extensions would exceed its Credit
\nCommitment Amount; or<\/p>\n

(ii) the aggregate Outstanding Credit Extensions of all the Lenders would
\nexceed the then Total Commitment Amount;<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

(b) the Swing Line Lender agrees that it will make loans in Available
\nCurrencies (its “Swing Line Loans<\/u>“) to any Borrower equal to the
\nprincipal amount of the Swing Line Loan requested by such Borrower;
\nprovided<\/u> that the Swing Line Lender shall not be required to make any
\nSwing Line Loan if, after giving effect thereto, the aggregate outstanding
\nDollar Amount of the principal amount of all Swing Line Loans would exceed the
\nthen existing Swing Line Loan Commitment Amount; and<\/p>\n

(c) purchase participation interests in Available Currencies equal to its
\nPercentage in each Letter of Credit issued upon the application of any Borrower
\npursuant to Section 3.2<\/u>; provided<\/u> that no Issuer shall issue a
\nLetter of Credit if, after giving effect thereto:<\/p>\n

(i) the aggregate Letter of Credit Outstandings would exceed the then Letter
\nof Credit Limit; or<\/p>\n

(ii) the aggregate Outstanding Credit Extensions of all the Lenders would
\nexceed the then Total Commitment Amount.<\/p>\n

On and subject to the conditions hereof, the Borrowers may from time to time
\nborrow, prepay and reborrow Loans and may apply for, extinguish or reimburse
\ndrawings made under and re-apply for Letters of Credit. For purposes of this
\nSection 2.1<\/u>, the Dollar Amount on any date of any Credit Extension
\ndenominated in an Available Currency (other than Dollars) shall be calculated
\nbased upon the spot rate at which Dollars are offered on such day for such
\nAvailable Currency which appears on Telerate Page 261 at approximately 11:00
\na.m., London time, (and if such spot rate is not available on Telerate Page 261
\nas of such time, such spot rate as quoted by Scotia Capital, in London at
\napproximately 11:00 a.m., London time).<\/p>\n

SECTION 2.2 Reductions of the Commitment Amounts. <\/strong><\/p>\n

(a) Micro may, from time to time on any Business Day, voluntarily reduce the
\nTotal Commitment Amount; provided<\/u> that:<\/p>\n

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

(ii) Micro shall not voluntarily reduce the Total Commitment Amount pursuant
\nto this section to an amount which, on the date of proposed reduction, is less
\nthan the aggregate Outstanding Credit Extensions of all the Lenders;<\/p>\n

(iii) Any such reduction shall be allocated to each Lender pro rata according
\nto such Lender153s Percentage of the Total Commitment Amount; and<\/p>\n

(iv) Once so reduced, the Total Commitment Amount may not be increased.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

(b) Micro may, from time to time on any Business Day, voluntarily reduce the
\nSwing Line Loan Commitment Amount; provided<\/u> that:<\/p>\n

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

(ii) Micro shall not voluntarily reduce the Swing Line Loan Commitment Amount
\npursuant to this section to an amount which, on the date of proposed reduction,
\nis less than the aggregate principal amount of all outstanding Swing Line Loans
\nof the Swing Line Lender; and<\/p>\n

(iii) Once so reduced, the Swing Line Loan Commitment Amount may not be
\nincreased.<\/p>\n

SECTION 2.3 Ineligible Currencies<\/strong>. Notwithstanding any other
\nprovision in this Agreement, if, at any time before the Commitment Termination
\nDate, the Administrative Agent determines that an Available Currency has become
\nan Ineligible Currency, then (a) the Administrative Agent may (in its sole
\ndiscretion) at any time so notify the relevant Borrower of any Borrowing
\ndenominated in that Ineligible Currency, and (b) the Commitments of the Lenders
\nto make Loans in that Available Currency shall be suspended unless and until the
\nAdministrative Agent determines that such Available Currency is no longer an
\nIneligible Currency. Promptly after receiving that notice and, in any event,
\nwithin five Business Days of receiving the same, that Borrower will notify the
\nAdministrative Agent and the Lenders as to what Available Currency it desires
\nthat Borrowing to be converted into and promptly thereafter the relevant Lenders
\nshall so convert that Borrowing on the last day of its Interest Period. If the
\nrelevant Borrower fails to select another Available Currency as provided in the
\npreceding sentence, then that other Available Currency shall be selected by the
\nAdministrative Agent. The conversion shall be effected at the relevant spot rate
\nat which the Ineligible Currency is offered on that last day for the selected
\nAvailable Currency that appears on Telerate Page 261 at approximately 11:00
\na.m., London time, (and if such spot rate is not available on Telerate Page 261
\nas of that time, the spot rate as quoted by Scotia Capital in London at
\napproximately 11:00 a.m., London time) or, if that spot rate shall not exist,
\nsuch other rate of exchange as the Administrative Agent shall reasonably
\ndetermine.<\/p>\n

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

satisfactory to the Administrative Agent, to include such terms as are
\ncustomary for a term loan tranche. Such notice shall specify (A) the date (each,
\nan “Additional Commitment Date<\/u>“) on which the Borrowers propose that the
\nDesignated Additional Commitments shall be effective (it being understood that
\nthe Borrowers and the Agents will use commercially reasonable efforts to avoid
\nthe prepayment or assignment of any LIBO Rate Loan on a day other than the last
\nday of the Interest Period applicable thereto), (B) the identity of each Lender
\nor Eligible Assignee that has agreed to provide a Designated Additional
\nCommitment and become a party to this Agreement, together with the amount of its
\nDesignated Additional Commitment (each, an “Additional Commitment
\nLender<\/u>“) and (C) whether the Designated Additional Commitments shall take
\nthe form of an increase to the then-existing Commitments or new Term Loans.
\nNothing contained in this Section 2.4<\/u> or otherwise in this Agreement is
\nintended to commit any Lender or any Agent to provide any Additional Designated
\nCommitment, but otherwise no consent from any Lender or Agent shall be required,
\nwhether pursuant to Section 11.1<\/u> or otherwise, for any increase in the
\nTotal Commitment Amount pursuant to this Section 2.4<\/u>. On the Additional
\nCommitment Date (i) the Total Commitment Amount shall be increased by the amount
\nof the additional Commitments agreed to be so provided, (ii) subject to
\ncompliance with the terms of Section 6.2<\/u>, Loans requested by the
\nBorrowers will be made in accordance with this Agreement, (iii) the Percentages
\nof the respective Lenders and Additional Commitment Lenders shall be
\nappropriately adjusted, (iv) the Lenders and the Additional Commitment Lenders
\nshall assign and assume outstanding Credit Extensions including participations
\nin outstanding Letters of Credit so as to cause the amounts of such Loans and
\nparticipations in Letters of Credit held by each Lender and each Additional
\nCommitment Lender to conform to the respective Percentages of the Commitments of
\nthe Lenders and the Additional Commitment Lenders and (v) the Borrowers and any
\nAdditional Commitment Lender that is not already a Lender shall execute and
\ndeliver any additional Notes or other amendments or modifications to this
\nAgreement or any other Loan Document as the Administrative Agent may reasonably
\nrequest. Any fees payable in respect of any commitment provided for in this
\nSection 2.4<\/u> shall be as agreed to by the Borrowers and the Administrative
\nAgent. Any Designated Additional Commitment pursuant to this Section 2.4<\/u>
\n(i) shall be irrevocable as of the Additional Commitment Date, (ii) shall reduce
\nthe amount of commitments that may be requested under this Section 2.4<\/u>
\npro tanto<\/u> and (iii) shall be in a minimum principal amount of $25,000,000
\nand integral multiples of $1,000,000.<\/p>\n

ARTICLE III <\/strong><\/p>\n

PROCEDURES FOR CREDIT EXTENSIONS <\/strong><\/p>\n

SECTION 3.1 Borrowing Procedures<\/strong>. Revolving Loans shall be
\nmade by the Lenders in accordance with Section 3.1.1<\/u>, and Swing Line
\nLoans shall be made by the Swing Line Lender in accordance with Section
\n3.1.2<\/u>. Unless otherwise expressly provided, all Revolving Loans shall be
\nLIBO Rate Loans.<\/p>\n

SECTION 3.1.1 Borrowing Procedure for Revolving Loans<\/strong>.<\/p>\n

(a) In the case of Revolving Loans, on any Business Day occurring after the
\nEffective Date and on or prior to the Commitment Termination Date, any Borrower
\nmay from time to time irrevocably request, by delivering on or prior to 1:00
\np.m., Applicable Time, on such Business Day a Borrowing Request to the
\nAdministrative Agent not less<\/p>\n\n\n\n\n
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\n

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

(b) To the extent funds are received from the Lenders (except as otherwise
\nprovided in Section 10.2<\/u>), the Administrative Agent shall make such funds
\navailable to the relevant Borrower by wire transfer of same day funds to the
\naccounts such Borrower shall have specified in its Borrowing Request. No
\nLender153s obligation to make any Revolving Loan shall be affected by any other
\nLender153s failure to make any Revolving Loan.<\/p>\n

SECTION 3.1.2 Borrowing Procedure for Swing Line Loans. <\/strong>\n<\/p>\n

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

Line Loans shall be made available to the applicable Borrower no later than
\n9:30 a.m. (Applicable Time) on the date requested, in the case of a Swing Line
\nLoan requested pursuant to a Borrowing Request. Upon the making of each Swing
\nLine Loan, and without further action on the part of the Swing Line Lender or
\nany other Person, each Lender (other than the Swing Line Lender) shall be deemed
\nto have irrevocably purchased, to the extent of its Percentage, a participation
\ninterest in such Swing Line Loan, and such Lender shall, to the extent of its
\nPercentage, be responsible for reimbursing the Swing Line Lender for Swing Line
\nLoans which have not been repaid by the relevant Borrower in accordance with the
\nterms of this Agreement. The Swing Line Lender shall provide to Micro a
\nconfirmation of Swing Line Loan borrowings by facsimile or electronic mail, as
\nrequested by Micro.<\/p>\n

(b) If (i) any Swing Line Loan is or will be outstanding on a date when any
\nBorrower requests that a Revolving Loan be made, (ii) any Default shall occur
\nand be continuing, or (iii) at any time, and in the Swing Line Lender153s sole and
\nabsolute discretion, then each Lender (other than the Swing Line Lender)
\nirrevocably agrees that it will, at the request of the Swing Line Lender, make a
\nRevolving Loan (which shall initially be funded as a Base Rate Loan) in an
\namount equal to such Lender153s Percentage of the aggregate principal amount of
\nall such Swing Line Loans then outstanding and in the same currency in which
\nsuch Loans were made (such outstanding Swing Line Loans hereinafter referred to
\nas the “Refunded Swing Line Loans<\/u>“). On or before 11:00 a.m., Applicable
\nTime, on the third Business Day following receipt by each Revolving Loan Lender
\nof a request to make Revolving Loans as provided in the preceding sentence, each
\nLender shall deposit in an account specified by the Swing Line Lender the amount
\nso requested in same day funds and such funds shall be applied by the Swing Line
\nLender to repay the Refunded Swing Line Loans. At the time the Lenders make the
\nabove referenced Revolving Loans the Swing Line Lender shall be deemed to have
\nmade, in consideration of the making of the Refunded Swing Line Loans, Revolving
\nLoans in an amount equal to the Swing Line Lender153s Percentage of the aggregate
\nprincipal amount of the Refunded Swing Line Loans. Upon the making (or deemed
\nmaking, in the case of the Swing Line Lender) of any Revolving Loans pursuant to
\nthis clause, the amount so funded shall become an outstanding Revolving Loan and
\nshall no longer be owed as a Swing Line Loan. All interest payable with respect
\nto any Revolving Loans made (or deemed made, in the case of the Swing Line
\nLender) pursuant to this clause shall be appropriately adjusted to reflect the
\nperiod of time during which the Swing Line Lender had outstanding Swing Line
\nLoans in respect of which such Revolving Loans were made. Each Lender153s
\nobligation to make the Revolving Loans referred to in this clause shall be
\nabsolute and unconditional and shall not be affected by any circumstance,
\nincluding (i) any set-off, counterclaim, recoupment, defense or other right
\nwhich such Lender may have against the Swing Line Lender, any Obligor or any
\nPerson for any reason whatsoever; (ii) the occurrence or continuance of any
\nDefault; (iii) any adverse change in the condition (financial or otherwise) of
\nany Obligor; (iv) the acceleration or maturity of any Obligations or the
\ntermination of any Commitment after the making of any Swing Line Loan; (v) any
\nbreach of any Loan Document by any Person; or (vi) any other circumstance,
\nhappening or event whatsoever, whether or not similar to any of the foregoing.\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

SECTION 3.2 Letter of Credit Issuance Procedures<\/strong>. By
\ndelivering to the Administrative Agent an Issuance Request on or before 1:00
\np.m., Applicable Time, on any Business Day occurring prior to the Commitment
\nTermination Date, any Borrower may from time to time request that an Issuer
\nissue a Letter of Credit. Each such request shall be made on not less than two
\nBusiness Days153 notice (or such shorter period as may be agreed to by the
\nAdministrative Agent), and not less than 30 days prior to the Commitment
\nTermination Date. Upon receipt of an Issuance Request, the Administrative Agent
\nshall promptly on the same day notify the applicable Issuer (if other than
\nScotia Capital) and each Lender thereof. Each Letter of Credit shall by its
\nterms be denominated in an Available Currency and be stated to expire (whether
\noriginally or after giving effect to any extension) on the earlier of (its
\n“Stated Expiry Date<\/u>“) (i) (unless otherwise agreed to by the Issuer) one
\nyear from the date of issuance thereof or (ii) the Commitment Termination Date.
\nThe relevant Borrower and the relevant Issuer may amend or modify any issued
\nLetter of Credit upon written notice to the Administrative Agent only;
\nprovided<\/u> that (A) any amendment constituting an extension of such Letter
\nof Credit153s Stated Expiry Date shall comply with the provisions of the
\nimmediately preceding sentence and may be made only if the Commitment
\nTermination Date has not occurred and (B) any amendment constituting an increase
\nin the Stated Amount of such Letter of Credit shall be deemed a request for the
\nissuance of a new Letter of Credit and shall comply with the foregoing
\nprovisions of this paragraph. Upon satisfaction of the terms and conditions
\nhereunder, the relevant Issuer will issue each Letter of Credit to be issued by
\nit and will make available to the beneficiary thereof the original of such
\nLetter of Credit.<\/p>\n

SECTION 3.2.1 Other Lenders153 Participation<\/strong>. Automatically,
\nand without further action, upon the issuance of each Letter of Credit, each
\nLender (other than the Issuer of such Letter of Credit) shall be deemed to have
\nirrevocably purchased from the relevant Issuer, to the extent of such Lender153s
\nPercentage, a participation interest in such Letter of Credit (including any
\nReimbursement Obligation and any other Contingent Liability with respect
\nthereto), and such Lender shall, to the extent of its Percentage, be responsible
\nfor reimbursing promptly (and in any event within one Business Day after receipt
\nof demand for payment from the Issuer, together with accrued interest from the
\nday of such demand) the relevant Issuer for any Reimbursement Obligation which
\nhas not been reimbursed in accordance with Section 3.2.3<\/u>. In addition,
\nsuch Lender shall, to the extent of its Percentage, be entitled to receive a
\nratable portion of the Letter of Credit participation fee payable pursuant to
\nclause (a)<\/u> of Section 4.3.3<\/u> with respect to each Letter of Credit
\nand a ratable portion of any interest payable pursuant to Sections 3.2.2<\/u>
\nand 4.2<\/u>.<\/p>\n

SECTION 3.2.2 Disbursements<\/strong>. Subject to the terms and
\nprovisions of each Letter of Credit and this Agreement, upon presentment under
\nany Letter of Credit to the Issuer thereof for payment, such Issuer shall make
\nsuch payment to the beneficiary (or its designee) of such Letter of Credit on
\nthe date designated for such payment (the “Disbursement Date<\/u>“). Such
\nIssuer will promptly notify the relevant Borrower and each of the Lenders of the
\npresentment for payment of any such Letter of Credit, together with notice of
\nthe Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next
\nBusiness Day following the Disbursement Date, the relevant Borrower will
\nreimburse the Administrative Agent, for the account of such Issuer, for all
\namounts disbursed under such Letter of Credit, together with all interest
\naccrued thereon since the Disbursement Date. To the extent the Administrative
\nAgent does not receive payment in full, on behalf of the relevant Issuer on the
\nDisbursement Date, the relevant Borrower153s<\/p>\n\n\n\n\n
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\n

Reimbursement Obligation shall accrue interest, payable on demand, at an
\nannual rate equal to the Reference Rate through the first Business Day following
\nthe Disbursement Date and equal to the sum of the Reference Rate plus 0.50%
\nthereafter. In the event the relevant Borrower fails to notify the
\nAdministrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable
\nTime, on the Disbursement Date that the relevant Borrower intends to pay the
\nAdministrative Agent, for the account of such Issuer, for the amount of such
\ndrawing with funds other than proceeds of Loans, or the Administrative Agent
\ndoes not receive such reimbursement payment from the relevant Borrower prior to
\n1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer
\nmust for any reason return or disgorge such reimbursement), the Administrative
\nAgent shall promptly notify the Lenders, and the relevant Borrower shall be
\ndeemed to have given a timely Borrowing Request as of the Disbursement Date for
\nLoans in an aggregate principal amount equal to such Reimbursement Obligation
\nand the Lenders (other than the relevant Issuer) shall, on the terms and subject
\nto the conditions of this Agreement (including, without limitation, Sections
\n6.1<\/u> and 6.2<\/u>), make Loans in the amount of such Reimbursement
\nObligation as provided in Section 3.1<\/u>; provided<\/u> that for the
\npurpose of determining the availability of any unused Total Commitment Amount
\nimmediately prior to giving effect to the application of the proceeds of such
\nLoans, such Reimbursement Obligation shall be deemed not to be outstanding at
\nsuch time. In the event that the conditions precedent to any Loans deemed
\nrequested by the relevant Borrower as provided in the preceding sentence shall
\nnot be satisfied at the time of such deemed request, each Lender (including the
\nrelevant Issuer) shall pay to the Administrative Agent, as funding of its
\nparticipation interest pursuant to Section 3.2.1 in the related Letter of
\nCredit, its Percentage of the related Reimbursement Obligation, and the
\nAdministrative Agent shall promptly pay to the relevant Issuer the amounts so
\nreceived by it from the Lenders. If a Lender makes a payment pursuant to this
\nsubsection to reimburse an Issuer in respect of any Reimbursement Obligation
\n(other than by funding Loans as contemplated above), (i) such payment will not
\nconstitute a Loan and will not relieve the relevant Borrower of its
\nReimbursement Obligation and (ii) such Lender will be subrogated to its pro rata
\nshare of the relevant Issuer153s claim against such Borrower for payment of such
\nReimbursement Obligation.<\/p>\n

SECTION 3.2.3 Reimbursement<\/strong>. The obligation (the
\n“Reimbursement Obligation<\/u>“) of the relevant Borrower under Section
\n3.2.2<\/u> to reimburse the relevant Issuer with respect to each disbursement
\nunder a Letter of Credit (including interest thereon), and, upon the failure of
\nthe relevant Borrower to reimburse such Issuer, the obligation of each Lender to
\nreimburse such Issuer, shall be absolute and unconditional under any and all
\ncircumstances and irrespective of any set-off, counterclaim or defense to
\npayment which the relevant Borrower or such Lender, as the case may be, may have
\nor have had against the relevant Issuer or any Lender, including any defense
\nbased upon the failure of any disbursement under a Letter of Credit to conform
\nto the terms of the applicable Letter of Credit (if, in the relevant Issuer153s
\ngood faith opinion, such disbursement is determined to be appropriate) or any
\nnon-application or misapplication by the beneficiary of the proceeds of such
\nLetter of Credit; provided<\/u> that nothing herein shall require the relevant
\nBorrower or such Lender, as the case may be, to reimburse an Issuer for any
\nwrongful disbursement made by such Issuer under a Letter of Credit as a result
\nof acts or omissions finally determined by a court of competent jurisdiction to
\nconstitute gross negligence or willful misconduct on the part of such Issuer.\n<\/p>\n\n\n\n\n
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SECTION 3.2.4 Deemed Disbursements<\/strong>. Upon the occurrence and
\nduring the continuation of any Event of Default of the type described in
\nSection 9.1.8<\/u> or, with notice from the Administrative Agent given at the
\ndirection of the Required Lenders, upon the occurrence and during the
\ncontinuation of any other Event of Default, an amount equal to the then
\naggregate amount of all Letters of Credit which are undrawn and available under
\nall issued and outstanding Letters of Credit shall, without demand upon or
\nnotice to any Borrower, be deemed to have been paid or disbursed by the Issuer
\nunder such Letters of Credit (notwithstanding that such amount may not in fact
\nhave been so paid or disbursed) and the Borrowers shall be immediately obligated
\nto pay to the Issuer of each Letter of Credit an amount equal to such amount.
\nAny amounts so payable by the relevant Borrower pursuant to Section 3.2.4<\/u>
\nshall be deposited in cash with the Administrative Agent and held in trust (for
\nthe sole benefit of the relevant Issuer and the Lenders) for payment of the
\nObligations arising in connection with such Letters of Credit. If such Event of
\nDefault shall have been cured or waived (provided<\/u> that no other Default
\nhas occurred and is continuing and the Obligations have not been accelerated
\npursuant to Section 9.2<\/u> or 9.3<\/u>), the Administrative Agent shall
\npromptly return to the relevant Borrower all amounts deposited by it with the
\nAdministrative Agent pursuant to this Section 3.2.4<\/u> (together with
\naccrued interest thereon at the Administrative Agent153s Cost of Funds or such
\nother interest rate based upon a cash equivalent investment (in the form of
\nobligations issued by or guaranteed by the U.S. government, commercial paper of
\na domestic corporation rated A-1 by S&P or a comparable rating from another
\nnationally recognized rating agency or certificates of deposit of a U.S. or
\nCanadian bank with (x) a credit rating of Aa or better by S&P or a
\ncomparable rating from another nationally recognized rating agency and (y) a
\ncombined capital and surplus greater than $250,000,000) which is agreed to
\nbetween the relevant Issuer and the relevant Borrower), net of any amount (which
\nmay include accrued interest) applied to the payment of any Obligations with
\nrespect to the Letters of Credit.<\/p>\n

SECTION 3.2.5 Nature of Reimbursement Obligations<\/strong>. Each
\nBorrower and, to the extent set forth in Section 3.2.1<\/u>, each Lender shall
\nassume all risks of the acts, omission or misuse of any Letter of Credit by the
\nbeneficiary thereof. No Issuer or any Lender (except to the extent of its own
\ngross negligence or willful misconduct as finally determined by a court of
\ncompetent jurisdiction) shall be responsible for:<\/p>\n

(a) the form, validity, sufficiency, accuracy, genuineness or legal effect of
\nany document submitted by any party in connection with the application for an
\nissuance of a Letter of Credit, even if it should in fact prove to be in any or
\nall respects invalid, insufficient, inaccurate, fraudulent or forged;<\/p>\n

(b) the form, validity, sufficiency, accuracy, genuineness or legal effect of
\nany instrument transferring or assigning or purporting to transfer or assign a
\nLetter of Credit or the rights or benefits thereunder or the proceeds thereof in
\nwhole or in part, which may prove to be invalid or ineffective for any reason;\n<\/p>\n

(c) failure of the beneficiary to comply fully with conditions required in
\norder to demand payment under a Letter of Credit; provided<\/u> that if a
\npayment is made pursuant to such Letter of Credit when a beneficiary has failed
\nto comply with the conditions therefor and such failure to comply is manifest on
\nthe face of such Letter of Credit or the documents submitted by the beneficiary
\nin connection therewith, the relevant Borrower<\/p>\n\n\n\n\n
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\n

shall be required to indemnify the Issuer in connection therewith only if,
\nand to the extent, the relevant Borrower or any of its Subsidiaries has received
\nthe benefit of such payment on such Letter of Credit by one or more of their
\nobligations being satisfied, either in whole or in part;<\/p>\n

(d) errors, omissions, interruptions or delays in transmission or delivery of
\nany messages, by mail, telecopy or otherwise; or<\/p>\n

(e) any loss or delay in the transmission or otherwise of any document or
\ndraft required in order to make a disbursement under a Letter of Credit.<\/p>\n

None of the foregoing shall affect, impair or prevent the vesting of any of
\nthe rights or powers granted to any Issuer or any Lender hereunder. In
\nfurtherance and extension and not in limitation or derogation of any of the
\nforegoing (but subject to the limitations set forth in clause (c)<\/u>
\nabove), any action taken or omitted to be taken by an Issuer in good faith (and
\nnot constituting gross negligence or willful misconduct as finally determined by
\na court of competent jurisdiction) shall be binding upon the relevant Borrower
\nand each Lender, and shall not put such Issuer under any resulting liability to
\nany Borrower or any Lender.<\/p>\n

SECTION 3.2.6 Ineligible Currencies<\/strong>. Notwithstanding any
\nother provision contained in this Agreement, if, at any time prior to the
\nCommitment Termination Date, the Administrative Agent determines that the
\nAvailable Currency in which a Letter of Credit has been issued is an Ineligible
\nCurrency, then the Administrative Agent may (in its sole discretion) at any time
\nnotify the relevant Borrower of the same, and the Administrative Agent shall
\nthen promptly notify each other Lender. Such relevant Borrower shall use
\nreasonable efforts to cause the beneficiary of such Letter of Credit to accept a
\nsubstitution for such Letter of Credit with another Letter of Credit in an
\nAvailable Currency acceptable to such Borrower and the relevant Issuer.<\/p>\n

SECTION 3.2.7 Existing Letters of Credit.<\/strong> On the Effective
\nDate, the Existing Letters of Credit shall automatically and without any action
\non the part of any Person, become Letters of Credit hereunder issued, in each
\ncase, for the account of the relevant Borrower identified on Schedule
\nIII<\/u>.<\/p>\n

ARTICLE IV <\/strong><\/p>\n

PRINCIPAL, INTEREST, AND FEE PAYMENTS <\/strong><\/p>\n

SECTION 4.1 Loan Accounts, Notes, Payments, and
\nPrepayments<\/strong>. The Outstanding Credit Extensions shall be evidenced by
\none or more loan accounts or records maintained by the Administrative Agent
\nwhich loan accounts or records shall be conclusive evidence, absent manifest
\nerror, of the amount of those Outstanding Credit Extensions and the interest and
\nprincipal payments thereon. Any failure to so record or any error in doing so
\nshall not, however, limit or otherwise affect the Obligations of the relevant
\nBorrower under the Loan Documents to pay any amount owing with respect to the
\nObligations. Upon the request of any Lender made at any time through the
\nAdministrative Agent, the relevant Borrower shall promptly execute and deliver
\nto that Lender a Note to evidence Loans made by that Lender to the relevant
\nBorrower.<\/p>\n\n\n\n\n
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\n

SECTION 4.1.1 Repayments and Prepayments of Loans<\/strong>. The
\nrelevant Borrower shall make all payments and prepayments of each Loan made to
\nit in the Available Currency in which it was originally denominated and shall
\nrepay in full the unpaid principal amount of each Loan outstanding to it at the
\nMaturity thereof. Before that Maturity:<\/p>\n

(a) the relevant Borrower may, from time to time on any Business Day, make a
\nvoluntary prepayment, in whole or in part, of the outstanding principal amount
\nof any Revolving Loan; provided<\/u> that:<\/p>\n

(i) any such prepayment of any Revolving Loan shall be allocated to each
\nLender pro rata according to such Lender153s Percentage of the Revolving Loans so
\nprepaid;<\/p>\n

(ii) any such prepayment of any Revolving Loan made on any day other than the
\nlast day of the Interest Period then applicable to such Revolving Loan shall be
\nsubject to Section 5.4<\/u>;<\/p>\n

(iii) all such voluntary prepayments shall require prior notice to the
\nAdministrative Agent of at least three but no more than five Business Days; and\n<\/p>\n

(iv) all such voluntary prepayments shall, if other than a prepayment in
\nwhole, be in an aggregate minimum amount of $5,000,000 and an integral multiple
\nof $1,000,000;<\/p>\n

(b) the relevant Borrower may, from time to time on any Business Day, make a
\nvoluntary prepayment, in whole or in part, of the outstanding principal amount
\nof any Swing Line Loan; provided<\/u> that:<\/p>\n

(i) all such voluntary prepayments shall require telephonic notice to the
\nSwing Line Lender on or before 1:00 p.m., Applicable Time, on the day of such
\nprepayment (such notice to be confirmed in writing on or prior to the next
\nBusiness Day thereafter); and<\/p>\n

(ii) all such voluntary partial prepayments shall be in an aggregate minimum
\namount of $500,000 (or the then outstanding principal amount of Swing Line
\nLoans, if less) and an integral multiple of $100,000 (or the then outstanding
\nprincipal amount of Swing Line Loans, if less).<\/p>\n

(c) The Administrative Agent shall determine if the aggregate Outstanding
\nCredit Extensions of all the Lenders exceed the Total Commitment Amount (i) at
\nthe end of each Fiscal Period and (ii) on the date of each request for a Credit
\nExtension (excluding any request submitted in respect of any continuation of any
\nBorrowing previously made hereunder), and promptly thereafter : and in any
\nevent, in respect of any determination made pursuant to clause (ii)<\/u>
\nabove, prior to the proposed date of such requested Credit Extension : Micro
\nshall (or shall cause the other Borrowers to) make a mandatory prepayment of the
\noutstanding principal amount of such Revolving Loans or Swing Line Loans (or
\nboth) as Micro may select in an amount equal to such excess, such<\/p>\n\n\n\n\n
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\n

prepayment to be allocated to the Lenders in the manner set forth in
\nclause (a)(i)<\/u> above); and<\/p>\n

(d) Micro shall (and shall cause the other relevant Borrowers to), on each
\ndate when any reduction or termination in the Total Commitment Amount shall
\nbecome effective, including pursuant to Section 2.2<\/u>, make a mandatory
\nprepayment of all Revolving Loans equal to the excess, if any, of the then
\naggregate Outstanding Credit Extensions of all the Lenders over the Total
\nCommitment Amount as so reduced, such prepayment to be allocated to the Lenders
\nin the manner set forth in clause (a)(i)<\/u> above.<\/p>\n

SECTION 4.1.2 Change in Control<\/strong>. Promptly, and in any event
\nwithin two Business Days, following a Change in Control or, in the case of a
\n“Change in Control” of the type described in clause (a)<\/u> of such
\ndefinition, within two Business Days following the date on which Micro or any
\nother Obligor is provided with the relevant Schedule 13D or Schedule 13G filing,
\nMicro shall provide notice (a “Change in Control Notice<\/u>“) thereof to the
\nAdministrative Agent (which the Administrative Agent shall promptly distribute
\nto the Lenders) which notice shall (i) describe such event in reasonable detail
\nand (ii) offer to prepay all outstanding Loans of each Lender and cash
\ncollateralize all outstanding Letters of Credit of each Issuer, which prepayment
\nor cash collateralization shall occur (referred to as the “Settlement
\nDate<\/u>“) on or before the 30th<\/sup> Business Day following such Change
\nin Control Notice. In such Change in Control Notice, Micro may request that the
\nLenders waive such right to prepayment (or, in the case of any Issuers, such
\nright of cash collateralization) and continue as a Lender (or Issuer, as the
\ncase may be) hereunder. Any Lenders or Issuers which, in their sole and absolute
\ndiscretion, determine to continue in such capacities hereunder (by notice to
\nMicro no later than the 10th<\/sup> Business Day before such Settlement
\nDate) shall continue to provide loans and letters of credit in an amount equal
\nto their respective Commitment and Letter of Credit Commitment, as in effect
\nimmediately prior to such Change in Control. Lenders or Issuers that do not
\nconsent to continue as Lenders or Issuers, as the case may be, hereunder shall
\nhave all their respective commitments cancelled, regardless of the percentage of
\nconsenting Lenders and all such Lenders outstanding Loans shall be repaid, and
\nall their respective Letter of Credit Obligations shall be cash collateralized
\nno later than the Settlement Date. On or promptly following the Settlement Date,
\nthe Administrative Agent shall distribute to the Borrowers and the Lenders a
\nschedule of the Percentages after giving effect to the foregoing. The resulting
\nCommitments of any Lenders agreeing to waive its right of prepayment following a
\nChange in Control shall be binding on such Lender, notwithstanding that the
\npreviously existing Total Commitment Amount may have been reduced as a result of
\nthe foregoing terms.<\/p>\n

SECTION 4.2 Interest Provisions<\/strong>. Each Loan shall bear
\ninterest from and including the day when made until (but not including) the day
\nsuch Loan shall be paid in full, and such interest shall accrue and be payable
\nin accordance with this Section 4.2<\/u>.<\/p>\n

SECTION 4.2.1 Rates<\/strong>. Subject to Sections 4.2.2<\/u> and
\n5.1<\/u>, each Revolving Loan shall bear an annual rate of interest, during
\neach Interest Period applicable thereto, equal to the sum of (i) the LIBO Rate
\nfor such Interest Period, (ii) the Applicable Margin, plus (iii) Mandatory Costs
\n(if any); provided<\/u> that, Swing Line Loans shall always accrue interest at
\nthe Alternate Base Rate plus the then effective Applicable Margin.<\/p>\n\n\n\n\n
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\n

SECTION 4.2.2 Post-Maturity Rates<\/strong>. After the date any
\nprincipal amount of any Loan is due and payable (whether at Maturity, upon
\nacceleration or otherwise), or after any other monetary Obligation of Micro or
\nany other Borrower shall have become due and payable, Micro or each such other
\nBorrower shall pay, but only to the extent permitted by law, interest (after as
\nwell as before judgment) on such amounts at an annual rate equal to the
\nReference Rate plus 2%.<\/p>\n

SECTION 4.2.3 Continuation Elections<\/strong>. The relevant Borrower
\nmay from time to time by delivering a Continuation Notice to the Administrative
\nAgent on or before 1:00 p.m., Applicable Time, on a Business Day, irrevocably
\nelect, on not less than three nor more than five Business Days153 notice, that
\nall, or any portion in an aggregate minimum amount of $5,000,000 and an integral
\nmultiple of $1,000,000 of the LIBO Rate Loans, be continued for one or more new
\nInterest Periods; provided<\/u> that:<\/p>\n

(a) in the absence of delivery of a Continuation Notice with respect to any
\nLoan, at least three Business Days (but not more than five Business Days) before
\nthe last day of the then current Interest Period with respect thereto, that Loan
\nshall, on such last day, automatically continue for a new Interest Period having
\na duration equal to the original duration of the then expiring Interest Period;
\nand<\/p>\n

(b) no portion of the outstanding principal amount of any Loans may be
\ncontinued with an Interest Period longer than one month while any Default has
\noccurred and is continuing.<\/p>\n

SECTION 4.2.4 Payment Dates<\/strong>. Interest accrued on each Loan
\nshall be payable, without duplication, in the Available Currency in which it is
\ndenominated:<\/p>\n

(a) on the Commitment Termination Date;<\/p>\n

(b)(i) on the date of any payment or prepayment, in whole or in part, of
\nprincipal outstanding on such Loan (but only on the principal amount so paid or
\nprepaid) and (ii) in the case of any Swing Line Loan outstanding for more than
\n30 days, on the 31st<\/sup> day following the making of such Swing Line Loan
\nand each 30 day period thereafter;<\/p>\n

(c) in the case of LIBO Rate Loans, on the last day of each applicable
\nInterest Period (and, if such Interest Period shall exceed three months, on each
\nthree month anniversary of the date of the commencement of such Interest
\nPeriod); and<\/p>\n

(d) on that portion of any Loans which is accelerated pursuant to Section
\n9.2<\/u> or 9.3<\/u>, immediately upon such acceleration.<\/p>\n

Interest accrued on Loans or other monetary Obligations arising under this
\nAgreement or any other Loan Document after the date such Loans or other
\nObligations are due and payable (whether on the Commitment Termination Date,
\nupon acceleration or otherwise) shall be payable upon demand.<\/p>\n

SECTION 4.2.5 Interest Rate Determination<\/strong>. The
\nAdministrative Agent and, if and when applicable, the Reference Lenders shall,
\nin accordance with each of their customary practices, attempt to determine the
\nrelevant interest rates applicable to each Loan requested to be<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-43-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

made pursuant to each Borrowing Request duly completed and delivered by a
\nBorrower, and, if and when applicable, each Reference Lender agrees to furnish
\nthe Administrative Agent timely information for the purpose of determining the
\nLIBO Rate. If any Reference Lender fails, if and when applicable, to timely
\nfurnish such information to the Administrative Agent for any such interest rate,
\nthe Administrative Agent shall determine such interest rate on the basis of the
\ninformation shared by the other Reference Lender.<\/p>\n

SECTION 4.2.6 Additional Interest on Loans<\/strong>. For so long as
\nthe cost to a Lender of making or maintaining its LIBO Rate Loans is increased
\nas a result of any imposition or modification after the date of this Agreement
\nof any reserve required to be maintained by such Lender against Eurocurrency
\nLiabilities (or any other category of liabilities which includes deposits by
\nreference to which the interest rate on Loans is determined or any category of
\nextensions of credit or other assets which includes loans by a non-United States
\noffice of such Lender to United States residents but not duplicating any
\nrequirement included in the calculation of Mandatory Costs), then such Lender
\nmay require the relevant Borrower to pay, contemporaneously with each payment of
\ninterest on any of its LIBO Rate Loans, additional interest on such Loan of such
\nLender at a rate per annum up to but not exceeding the excess of (i) (A) the
\napplicable LIBO Rate divided by (B) one minus the LIBOR Reserve Percentage over
\n(ii) the applicable LIBO Rate. Any Lender wishing to require payment of such
\nadditional interest shall so notify Micro and the Administrative Agent (which
\nnotice shall set forth the amount (as determined by such Lender) to which such
\nLender is then entitled under this Section 4.2.6<\/u> (which amount shall be
\nconsistent with such Lender153s good faith estimate of the level at which the
\nrelated reserves are maintained by it and which determination shall be
\nconclusive and binding for all purposes, absent demonstrable error) and shall be
\naccompanied by such information as to the computation set forth therein as Micro
\nmay reasonably request), in which case such additional interest on the LIBO Rate
\nLoans of such Lender shall be payable on the last day of each Interest Period
\nthereafter (commencing with the Interest Period beginning at least three
\nBusiness Days after the giving of such notice) to such Lender at the place
\nindicated in such notice. Each Lender that receives any payment in respect of
\nincreased costs pursuant to this Section 4.2.6<\/u> shall promptly notify
\nMicro of any change with respect to such costs which affects the amount of
\nadditional interest payable pursuant to this section in respect thereof.<\/p>\n

SECTION 4.3 Fees<\/strong>. Each Borrower agrees to pay the fees
\napplicable to it set forth in this Section 4.3<\/u>. All such fees shall be
\nnonrefundable and shall be paid in Dollars to the Administrative Agent, each
\nLender or the relevant Issuer, as the case may be, at its office specified for
\nsuch purpose on the signature pages hereof.<\/p>\n

SECTION 4.3.1 Administration Fees<\/strong>. Coordination Center and
\nMicro, jointly and severally, agree to pay directly to the Administrative Agent,
\nfor its own account, an annual administration fee in the amounts and on the
\ndates set forth in the Fee Letters.<\/p>\n

SECTION 4.3.2 Commitment Fees<\/strong>. The Initial Borrowers,
\njointly and severally, agree to pay to the Administrative Agent for the account
\nof each Lender (including, any portion thereof when the Lenders may not extend
\nany Credit Extensions by reason of the inability of the Borrowers to satisfy any
\ncondition of Section 6.1<\/u> or 6.2<\/u>) (a) for each day during the
\nperiod commencing on the Effective Date and continuing through and including the
\nsix month anniversary of the Effective Date, a commitment fee (the
\n“Commitment Fee<\/u>“) to each Lender on<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-44-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

the unused portion of its Credit Commitment Amount on such day at the rate
\nset forth in Pricing Level III and (b) for each day thereafter, until but
\nexcluding the Commitment Termination Date, a Commitment Fee to each Lender on
\nthe unused portion of its Credit Commitment Amount on each day at the rate per
\nannum determined in accordance with the following procedure; provided<\/u>
\nthat, the making of Swing Line Loans shall not constitute usage of the
\nCommitment for purposes of calculating Commitment Fees to be paid by the
\nBorrowers to the Lenders:<\/p>\n

(1) If the Pricing Level set forth opposite the Leverage Ratio is the same as
\nthe Pricing Level set forth opposite the applicable Credit Rating, then the
\nCommitment Fee for that Pricing Level shall be the Commitment Fee.<\/p>\n

(2) If the Pricing Level set forth opposite the Leverage Ratio differs by one
\nPricing Level from the Pricing Level set forth opposite the applicable Credit
\nRating, then the Commitment Fee for the lower numbered Pricing Level of the two
\nshall be the Commitment Fee.<\/p>\n

(3) If the Pricing Level set forth opposite the Leverage Ratio differs by
\nmore than one Pricing Level from the Pricing Level set forth opposite the
\napplicable Credit Rating, then the Commitment Fee shall be determined by
\nreference to the Pricing Level that is numerically one Pricing Level below the
\nhigher numbered of the two applicable Pricing Levels.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Level<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Credit Rating<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Leverage Ratio<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Commitment Fee<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Level I<\/p>\n<\/td>\n

<\/td>\n\n

Higher than or equal to BBB+ or Baa1<\/p>\n<\/td>\n

<\/td>\n\n

Less than .50<\/p>\n<\/td>\n

<\/td>\n\n

0.150%<\/p>\n<\/td>\n<\/tr>\n

\n

Level II<\/p>\n<\/td>\n

<\/td>\n\n

BBB or Baa2<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to .50, but less than 1.00<\/p>\n<\/td>\n

<\/td>\n\n

0.175%<\/p>\n<\/td>\n<\/tr>\n

\n

Level III<\/p>\n<\/td>\n

<\/td>\n\n

BBB- or Baa3<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 1.00, but less than 2.00<\/p>\n<\/td>\n

<\/td>\n\n

0.225%<\/p>\n<\/td>\n<\/tr>\n

\n

Level IV<\/p>\n<\/td>\n

<\/td>\n\n

BB+ or Ba1<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 2.00, but less than 3.00<\/p>\n<\/td>\n

<\/td>\n\n

0.300%<\/p>\n<\/td>\n<\/tr>\n

\n

Level V<\/p>\n<\/td>\n

<\/td>\n\n

BB or Ba2<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 3.00, but less than 3.50<\/p>\n<\/td>\n

<\/td>\n\n

0.375%<\/p>\n<\/td>\n<\/tr>\n

\n

Level VI<\/p>\n<\/td>\n

<\/td>\n\n

Lower than or equal to BB- or Ba3<\/p>\n<\/td>\n

<\/td>\n\n

Greater than or equal to 3.50<\/p>\n<\/td>\n

<\/td>\n\n

0.450%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Such Commitment Fee shall be determined from time to time by the
\nAdministrative Agent and shall be payable by the Initial Borrowers in arrears on
\neach Quarterly Payment Date and on the Commitment Termination Date. If the
\nCredit Ratings assigned by S&P and Moody153s fall into<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

-45-<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

different Pricing Levels, then the applicable Pricing Level shall be
\ndetermined by reference to the lower of the two Credit Ratings.<\/p>\n

Subject to Section 4.4, the applicable Leverage Ratio shall be the Leverage
\nRatio for the Fiscal Period most recently ended prior to such day for which
\nfinancial statements and reports have been received by the Administrative Agent
\npursuant to Section 8.1.1(a)<\/u> or (b)<\/u>, as set forth in (and
\neffective upon delivery by Micro to the Administrative Agent of) the related new
\nCompliance Certificate pursuant to Section 8.1.1(d)<\/u>.<\/p>\n

Notwithstanding the foregoing, (a) for so long as an Event of Default has
\noccurred and is continuing the applicable Pricing Level shall be Level VI and
\n(b) if Micro shall fail to deliver a Compliance Certificate required to be
\ndelivered pursuant to Section 8.1.1(d)<\/u> within 60 days after the end of
\nany of its fiscal quarters (or within 90 days, in the case of the last fiscal
\nquarter of its Fiscal Year), the applicable Pricing Level from and including the
\n61st (or 91st, as the case may be) day after the end of such fiscal quarter (or
\nFiscal Year, as the case may be) to but not including the date Micro delivers to
\nthe Administrative Agent a quarterly Compliance Certificate shall be Level VI.\n<\/p>\n

SECTION 4.3.3 Letter of Credit Fees<\/strong>.<\/p>\n

(a) The applicable Borrower agrees to pay to the Administrative Agent for the
\naccount of each Lender (including the relevant Issuer) a Letter of Credit
\nparticipation fee (the “Letter of Credit Fee<\/u>“) equal to each Lender153s
\nPercentage of the average daily Stated Amount of each Letter of Credit during
\nthe applicable period multiplied by the Applicable Margin then in effect for
\nLIBO Rate Loans. Such participation fee shall accrue from the date of issuance
\nof any Letter of Credit until the date such Letter of Credit is drawn in full or
\nterminated, and shall be payable in arrears on each Quarterly Payment Date and
\non the date that the Commitments terminate in their entirety.<\/p>\n

(b) The applicable Borrower agrees to pay to the Administrative Agent for the
\naccount of the Issuer of each Letter of Credit a Letter of Credit fronting fee
\nat the rate set forth in the Fee Letters (or, in the case of an Issuer other
\nthan Scotia Capital, as separately agreed between Micro and such Issuer) during
\nthe applicable period, such fee to be payable for the account of the relevant
\nIssuer in quarterly installments in arrears on each Quarterly Payment Date and
\non the date that the Commitments terminate in their entirety. Micro agrees to
\nreimburse each Issuer, on demand, for all usual out-of-pocket costs and expenses
\nincurred in connection with the issuance or maintenance of any Letter of Credit
\nissued by such Issuer.<\/p>\n

(c) The Administrative Agent shall pay to each Lender and each Issuer fees
\npaid for its account under clause (a)<\/u> or (b)<\/u> above promptly after
\nreceipt by the Administrative Agent.<\/p>\n

SECTION 4.4 Rate and Fee Determinations<\/strong>. Interest on each
\nLoan shall be computed on the basis of a year consisting of 360 days (or 365 or
\n366, as the case may be, for Loans denominated in Sterling) and fees shall be
\ncomputed on the basis of a year consisting of 365 or 366 days, as the case may
\nbe, in each case paid for the actual number of days elapsed, calculated<\/p>\n

-46-<\/p>\n

\n

as to each period from and including the first day thereof to but excluding
\nthe last day thereof. All determinations by the Administrative Agent of the rate
\nof interest payable with respect to any Loan shall be conclusive and binding in
\nthe absence of demonstrable error. The Borrowers acknowledge that the Lenders
\nhave agreed to the amount of the Applicable Margin and Commitment and Letter of
\nCredit fees payable under the Loan Documents based upon, among other things, the
\ndelivery by the Obligors pursuant to Section 8.1.1<\/u> of accurate and actual
\nreporting of results of operation, and that the financial covenant ratios set
\nforth in a Compliance Certificate shall only be treated by the Lenders as
\npresumptive evidence of such actual results. If the actual Leverage Ratio for
\nany period is higher than that set forth in a Compliance Certificate for such
\nperiod, then the amount of interest and Commitment and Letter of Credit fees
\nowing for such period shall be established by reference to the actual Leverage
\nRatio , and not the ratio set forth in the Compliance Certificate. Promptly, and
\nin any event within thirty days, following the earlier of (i) any Borrower153s
\nreceipt of a notice from the Administrative Agent pursuant to this clause or
\n(ii) any Borrower153s knowledge that the Leverage Ratio for a particular period
\nwas higher than that reported in the Compliance Certificate for such period, the
\nBorrowers shall pay to the Administrative Agent all unpaid interest and
\nCommitment and Letter of Credit fees for such period based upon the actual
\nLeverage Ratio. In no event shall the Lenders be required to rebate interest or
\nCommitment and Letter of Credit fees paid by any Borrower, and the payment of
\nincremental interest and fees pursuant to this clause shall not impair (and is
\nwithout limitation of) the other rights and remedies of the Lenders under the
\nLoan Documents.<\/p>\n

ARTICLE V <\/strong><\/p>\n

CERTAIN PAYMENT PROVISIONS <\/strong><\/p>\n

SECTION 5.1 Illegality; Currency Restrictions<\/strong>.<\/p>\n

(a) If, as the result of any Regulatory Change, any Lender shall determine
\n(which determination shall, in the absence of demonstrable error, be conclusive
\nand binding on each Borrower), that it is unlawful for such Lender to make any
\nLoan, issue any Letter of Credit, or continue any Loan previously made by it
\nhereunder in respect of the LIBO Rate, as the case may be, the obligations of
\nsuch Lender to make any such Loan, issue any such Letter of Credit, or continue
\nany such Loan in respect of the LIBO Rate, as the case may be, shall, upon the
\ngiving of notice thereof to the Administrative Agent, Micro, and any other
\napplicable Borrower, forthwith be suspended and each applicable Borrower shall,
\nif requested by such Lender and if required by such Regulatory Change, on such
\ndate as shall be specified in such notice, prepay to such Lender in full all of
\nsuch Loans or convert all of such Loans into a Cost of Funds Rate Loan that is
\nnot unlawful, in each case on the last day of the Interest Period applicable
\nthereto (unless otherwise required by applicable law) and without any penalty
\nwhatsoever (but subject to Section 5.4<\/u>); provided <\/u>that such Lender
\nshall make as Cost of Funds Loans all Loans that such Lender would otherwise be
\nobligated to make Loans at the LIBO Rate and convert into or continue as Cost of
\nFunds Loans all Loans that such Lender would otherwise be required to convert
\ninto or continue as Loans at the LIBO Rate, in each case during the period any
\nsuch suspension is effective. Such suspension shall continue to be effective
\nuntil such Lender shall notify the Administrative Agent and Micro that the
\ncircumstances causing such suspension no longer exist, at which time the
\nobligations of<\/p>\n

-47-<\/p>\n

\n

such Lender to make any such Loan, issue any Letter of Credit, or continue
\nany Loan, as the case may be, shall be reinstated.<\/p>\n

(b) If any central bank or other governmental authorization in the country of
\nthe proposed Available Currency of any proposed Loan is required to permit the
\nuse of such Available Currency by a Lender (through its Lending Office) for such
\nLoan and such authorization has not been obtained (provided<\/u> that such
\nLender has used reasonable endeavors to obtain such authorization) or is not in
\nfull force and effect, the obligation of such Lender to provide such Loans shall
\nbe suspended so long as such authorization is required and has not been obtained
\nby such Lender.<\/p>\n

SECTION 5.2 Deposits Unavailable<\/strong>.<\/p>\n

(a) If, before the date on which all or any portion of any Revolving Loan
\nbearing interest in respect of the LIBO Rate is to be made, maintained, or
\ncontinued the Administrative Agent shall have determined (which determination
\nshall be conclusive and binding), with respect to that Loan that:<\/p>\n

(i) deposits in the relevant amount and the relevant Available Currency and
\nfor the relevant Interest Period are available, if and when applicable, to none
\nof the Reference Lenders in the relevant market, or<\/p>\n

(ii) by reason of circumstances affecting the London interbank market
\nadequate means do not exist for ascertaining the interest rate applicable under
\nthis Agreement in respect of the relevant LIBO Rate,<\/p>\n

then, upon notice from the Administrative Agent to Micro and the Lenders, the
\nobligations of the Lenders to make or continue any Loan bearing interest in
\nrespect of the LIBO Rate in such Available Currency under Sections 3.1<\/u>
\nand 4.2.3<\/u> shall forthwith be suspended until the Administrative Agent
\nshall notify Micro and the Lenders that the circumstances causing such
\nsuspension no longer exist.<\/p>\n

(b) If a notification under this Section 5.2<\/u> applies to a Loan which
\nis outstanding and that is not going to be converted at the end of its Interest
\nPeriod to another Available Currency for which the LIBO Rate is available, then,
\nnotwithstanding any other provision of this Agreement:<\/p>\n

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

(ii) any alternative basis agreed under clause (i)<\/u> above shall be,
\nwith the prior consent of all the Lenders, binding on all of the Obligors and
\nLender Parties;<\/p>\n

-48-<\/p>\n

\n

(iii) if no alternative basis is agreed, each Lender shall (through the
\nAdministrative Agent) certify on or before the last day of the Interest Period
\nto which the notification relates an alternative basis for maintaining its
\nparticipation in that Loan;<\/p>\n

(iv) any such alternative basis may include an alternative method of fixing
\nthe interest rate, alternative Interest Periods or alternative currencies but it
\nmust reflect the cost to the Lender of funding its participation in the Loan
\nfrom whatever sources it may select plus the Applicable Margin; and<\/p>\n

(v) each alternative basis so certified shall be binding on the Obligors and
\nthe certifying Lender and treated as part of this Agreement.<\/p>\n

SECTION 5.3 Increased Credit Extension Costs, etc<\/strong>. Each
\nBorrower agrees to reimburse each Lender within 30 days after any demand for any
\nincrease in the cost to such Lender of, or any reduction in the amount of any
\nsum receivable by such Lender in respect of, making, maintaining, participating,
\nissuing or extending (or of its obligation to make, maintain, participate, issue
\nor extend) any Credit Extension to the extent such increased cost or reduced
\namount is due to a Regulatory Change. Such Lender shall provide to the
\nAdministrative Agent and the relevant Borrower a certificate stating, in
\nreasonable detail, the reasons for such increased cost or reduced amount and the
\nadditional amount required fully to compensate such Lender for such increased
\ncost or reduced amount. Such additional amounts shall be payable by the relevant
\nBorrower directly to such Lender upon its receipt of such notice, and such
\nnotice shall be rebuttable, presumptive evidence of the additional amounts so
\nowing. In determining such amount, such Lender shall act reasonably and in good
\nfaith and may use any method of averaging and attribution that it customarily
\nuses for its other borrowers with a similar credit rating as Micro. Such Lender
\nmay demand reimbursement for such increased cost or reduced amount only for the
\n360-day period immediately preceding the date of such written notice, and such
\nBorrower shall have liability only for such period; provided<\/u> that if such
\nRegulatory Change giving rise to such increased cost is retroactive, then the
\n360-day period referred to in the previous clause shall be extended to include
\nthe period of retroactive effect thereof, but in any case, not prior to the date
\nsuch Lender became a party to this Agreement.<\/p>\n

SECTION 5.4 Funding Losses<\/strong>. If any Lender shall incur any
\nloss or expense (including any loss or expense incurred by reason of the
\nliquidation or reemployment of deposits or other funds acquired by such Lender
\nto make, continue, or extend any portion of the principal amount of any LIBO
\nRate Loan) as a result of:<\/p>\n

(a) any repayment or prepayment of the principal amount of any LIBO Rate Loan
\non a date other than the scheduled last day of the Interest Period whether
\npursuant to Section 4.1.1<\/u> or otherwise;<\/p>\n

(b) any conversion of the currency of any LIBO Rate Loan on a date other than
\nthe scheduled last day of the Interest Period; or<\/p>\n

(c) any LIBO Rate Loan not being made, continued, or converted in accordance
\nwith the Credit Extension Request therefor in the case of any Credit<\/p>\n

-49-<\/p>\n

\n

Extension Request as a consequence of any action taken, or failed to be
\ntaken, by any Obligor,<\/p>\n

then, upon the written notice of such Lender to the relevant Borrower (with a
\ncopy to the Administrative Agent), such Borrower shall, within five days of its
\nreceipt thereof, pay directly to such Lender such amount as will (in the
\nreasonable determination of such Lender) reimburse such Lender for such loss or
\nexpense. Such written notice (which shall include calculations in reasonable
\ndetail) shall be rebuttable presumptive evidence of the amount of any such loss
\nor expense that has been so incurred.<\/p>\n

SECTION 5.5 Increased Capital Costs<\/strong>. If any Regulatory
\nChange affects or would affect the amount of capital required or expected to be
\nmaintained by any Lender or any Person controlling such Lender, and such Lender
\ndetermines (in its sole and absolute discretion) that the rate of return on its
\nor such controlling Person153s capital as a consequence of its participation in
\nthis Agreement or the making, continuing, participating in or extending of any
\nCredit Extension is reduced to a level below that which such Lender or such
\ncontrolling Person could have achieved but for the occurrence of any such
\ncircumstance, then, in any such case, upon the relevant Borrower153s receipt of
\nwritten notice thereof from such Lender (with a copy to the Administrative
\nAgent), such Borrower shall pay directly to such Lender additional amounts
\nsufficient to compensate such Lender or such controlling Person for such
\nreduction in rate of return. A statement of such Lender as to any such
\nadditional amounts (including calculations thereof in reasonable detail) shall
\nbe rebuttable, presumptive evidence of the additional amounts so owing. In
\ndetermining such amount, such Lender may use any method of averaging and
\nattribution that it shall deem applicable. Such Lender may demand payment for
\nsuch additional amounts that have accrued only during the 360-day period
\nimmediately preceding the date of such written notice and such Borrower shall
\nhave liability only for such period; provided<\/u> that, if such Regulatory
\nChange giving rise to such reduced rate of return is retroactive, then the
\n360-day period referred to in the previous clause shall be extended to include
\nthe period of retroactive effect thereof, but in any case, not prior to the date
\nsuch Lender became a party to this Agreement.<\/p>\n

SECTION 5.6 Discretion of Lenders as to Manner of Funding<\/strong>.
\nNotwithstanding any provision of this Agreement to the contrary, the Lenders
\nshall be entitled to fund and maintain their funding of all or any part of their
\nLoans and other Credit Extensions in any manner they elect, it being understood,
\nhowever, that for the purposes of this Agreement all determinations hereunder
\nwith respect to a Loan shall be made as if each Lender had actually funded and
\nmaintained each Loan through its Lending Office and through the purchase of
\ndeposits having a maturity corresponding to the maturity of such Loan. Any
\nLender may, if it so elects, fulfill any commitment or obligation to make or
\nmaintain Loans or other Credit Extensions by causing a branch or affiliate to
\nmake or maintain such Loans or other Credit Extensions; provided<\/u> that, in
\nsuch event, such Loans or other Credit Extensions shall be deemed for the
\npurposes of this Agreement to have been made by such Lender through its
\napplicable Lending Office, and the obligation of a Borrower to repay such Loans
\nshall nevertheless be to such Lender at its Lending Office and shall be deemed
\nheld by such Lender through its applicable Lending Office, to the extent of such
\nLoan, for the account of such branch or affiliate. Notwithstanding the foregoing
\nor the fact that different Affiliates for a Lender under this Agreement may have
\nexecuted this Agreement or the Lender Assignment Agreement by which it has
\nbecome a Lender under this<\/p>\n

-50-<\/p>\n

\n

Agreement, all of those Lending Offices and signatories shall be treated
\nunder the Loan Documents as but one Lender for purposes of calculations of
\nPercentage, Commitment, Required Lenders, and modifications, amendments,
\nwaivers, consents, and approvals under Section 11.1<\/u> and other provisions
\nof the Loan Documents.<\/p>\n

SECTION 5.7 Taxes. <\/strong><\/p>\n

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

(i) pay directly to the relevant authority the full amount required to be so
\nwithheld or deducted;<\/p>\n

(ii) promptly forward to the relevant Lender Party an official receipt or
\nother documentation satisfactory to such Lender Party evidencing such payment to
\nsuch authority; and<\/p>\n

(iii) pay directly to the relevant Lender Party for its own account such
\nadditional amount or amounts as is or are necessary to ensure that the net
\namount actually received by such Lender Party will equal the full amount such
\nLender Party would have received had no such withholding or deduction been
\nrequired.<\/p>\n

(b) Moreover, if any Taxes are directly asserted against any Lender Party
\nwith respect to any payment received by such Lender Party hereunder, such Lender
\nParty may<\/p>\n

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\n

pay such Taxes and the relevant Obligor will promptly pay such additional
\namounts (including any penalties, interest or expenses) as is necessary in order
\nthat the net amount received by such Lender Party after the payment of such
\nTaxes (including any Taxes on such additional amount) shall equal the amount
\nsuch Lender Party would have received had not such Taxes been asserted.<\/p>\n

(c) If the relevant Obligor fails to pay any Taxes when due to the
\nappropriate taxing authority or fails to remit to the relevant Lender Parties
\nentitled thereto the required receipt or other required documentary evidence,
\nsuch Obligor shall indemnify such Lender Parties for any incremental Taxes,
\ninterest or penalties that may become payable by any Lender Party as a result of
\nany such failure.<\/p>\n

(d) The following provisions govern exceptions to the tax indemnification
\nprovisions of this Section 5.7<\/u> and related matters.<\/p>\n

(i) In respect of its Credit Extensions to Micro, (A) each Lender Party
\norganized under the laws of a jurisdiction outside the United States : on or
\nbefore the date of its execution and delivery of this Agreement (if an original
\nsignatory to this Agreement) or the date on which it otherwise becomes a Lender
\nParty, on or before the date of any change in its Lending Office, and from time
\nto time thereafter if requested in writing by Micro (but only so long as and to
\nthe extent that Lender Party remains lawfully able to do so) : shall provide
\nMicro and the Administrative Agent with one of the following: (I) two duly
\ncompleted originals of either (1) Internal Revenue Service Form W-8BEN claiming
\neligibility of such Lender Party for the benefit of an exemption from United
\nStates withholding tax under an income tax treaty to which the United States is
\na party or (2) Internal Revenue Service Form W-8ECI, or in either case an
\napplicable successor form; (II) in the case of a Lender Party who is not legally
\nentitled to deliver either form listed in clause (i)(A)<\/u> but is the
\nbeneficial owner of the Credit Extension, (1) a certificate to the effect that
\nsuch Lender Party is not (x) a “bank” within the meaning of Section 881(c)(3)(A)
\nof the Code, (y) a “10 percent shareholder” of the Obligor within the meaning of
\nSection 881(c)(3)(B) of the Code or (z) a controlled foreign corporation
\nreceiving interest from a related person within the meaning of Section
\n881(c)(3)(A) of the Code (such certificate an “Exemption Certificate<\/u>“)
\nand (2) two duly completed originals of Internal Revenue Service Form W-8BEN or
\napplicable successor form; and (III) in the case of a Lender Party who is not
\nthe beneficial owner, two duly completed originals of Internal Revenue Service
\nForm W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal
\nRevenue Service Form W-8BEN, an Exemption Certificate, Internal Revenue Service
\nForm W-9, and\/or other certification documents from each beneficial owner, as
\napplicable and (B) each Lender Party who is a Non-Exempt U.S. Person, on or
\nbefore the date of its execution and delivery of this Agreement (if an original
\nsignatory to this Agreement) or the date on which it becomes a Lender Party, on
\nor before the date of any change in its Lending Office, and from time to time
\nthereafter if requested in writing by Micro (but only so long as that Lender
\nParty remains lawfully able to do so), shall provide Micro<\/p>\n

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\n

and the Administrative Agent with two duly completed copies of Internal
\nRevenue Service Form W-9.<\/p>\n

(ii) A Lender Party is not entitled to indemnification under this Section
\n5.7<\/u> with respect to the applicable Taxes for any period during which the
\nLender Party has failed to provide Micro and the Administrative Agent with the
\napplicable U.S. Internal Revenue Service form if required under clause
\n(i)<\/u> above or is unable, as a matter of law, to provide such a form (unless
\nthat failure or inability is due to a change in treaty, law, or regulation
\noccurring after the date on which the applicable form originally was required to
\nbe provided or a redesignation of the Lender Party153s Lending Office at the
\nrequest of the relevant Obligor) in respect of U.S. withholding taxes.<\/p>\n

(iii) Notwithstanding clause (ii)<\/u> above to the contrary, if a Lender
\nParty that is otherwise exempt from or subject to a reduced rate of withholding
\ntax becomes subject to United States withholding tax because of its failure to
\ndeliver an Internal Revenue Service form required hereunder, then Micro shall
\ntake such steps as that Lender Party shall reasonably request to assist that
\nLender Party to recover the applicable withholding tax.<\/p>\n

(e) Any Lender Party that is entitled to an exemption from or reduction of
\nwithholding Tax with respect to payments made under any Loan Document shall
\ndeliver to Micro and the Administrative Agent, at the time or times reasonably
\nrequested by Micro or the Administrative Agent, such properly completed and
\nexecuted documentation reasonably requested by Micro as will permit such
\npayments to be made without withholding or at a reduced rate of withholding.
\nNotwithstanding anything to the contrary in the preceding sentence, the
\ncompletion, execution and submission of such documentation (other than such
\ndocumentation set forth in Section 5.7(d)<\/u> above) shall not be required if
\nin the Lender Party153s reasonable judgment such completion, execution or
\nsubmission would subject such Lender Party to any material unreimbursed cost or
\nexpense or would materially prejudice the legal or commercial position of such
\nLender Party.<\/p>\n

(f) If a payment made to a Lender Party under any Loan Document would be
\nsubject to U.S. federal withholding Tax imposed by FATCA if such Lender Party
\nwere to fail to comply with the applicable reporting requirements of FATCA
\n(including those contained in Section 1471(b) or 1472(b) of the Code, as
\napplicable), such Lender Party shall deliver to Micro and the Administrative
\nAgent at the time or times prescribed by law and at such time or times
\nreasonably requested by Micro or the Administrative Agent such documentation
\nprescribed by applicable law (including as prescribed by Section
\n1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
\nrequested by Micro or the Administrative Agent as may be necessary for Micro and
\nthe Administrative Agent to comply with their obligations under FATCA and to
\ndetermine that such Lender Party has complied with such Lender Party153s
\nobligations under FATCA or to determine the amount to deduct and withhold from
\nsuch payment.<\/p>\n

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\n

(g) Each Lender Party agrees that if any form or certification it previously
\ndelivered expires or becomes obsolete or inaccurate in any respect, it shall
\nupdate such form or certification or promptly notify the Obligor and the
\nAdministrative Agent in writing of its legal inability to do so.<\/p>\n

(h) If any Obligor pays any additional amount under this Section 5.7<\/u>
\n(a “Tax Payment<\/u>“) and any Lender Party or Affiliate thereof effectively
\nobtains a refund of Tax by reason of the Tax Payment (a “Tax Refund<\/u>“) and
\nsuch Tax Refund is, in the reasonable judgment of such Lender Party or
\nAffiliate, attributable to the Tax Payment, then such Lender Party, after
\nreceipt of such Tax Refund, shall promptly reimburse such Obligor for such
\namount as such Lender Party shall reasonably determine to be the proportion of
\nthe Tax Refund as will leave such Lender Party (after that reimbursement) in no
\nbetter or worse position than it would have been in if the Tax Payment had not
\nbeen required; provided<\/u> that no Lender Party shall be required to make
\nany such reimbursement if it reasonably believes the making of such
\nreimbursement would cause it to lose the benefit of the Tax Refund or would
\nadversely affect in any other respect its tax position. Subject to the other
\nterms hereof, any claim by a Lender Party for a Tax Refund shall be made in a
\nmanner, order and amount as such Lender Party determines in its sole and
\nabsolute discretion. No Lender Party shall be obligated to disclose information
\nregarding its tax affairs or computations to any Obligor, it being understood
\nand agreed that in no event shall any Lender Party be required to disclose
\ninformation regarding its tax position that it deems to be confidential (other
\nthan with respect to the Tax Refund).<\/p>\n

SECTION 5.8 Payments<\/strong>. All payments by an Obligor pursuant to
\nthis Agreement or any other Loan Document, whether in respect of principal,
\ninterest, fees or otherwise, shall be made as set forth in this Section
\n5.8<\/u>.<\/p>\n

SECTION 5.8.1 Credit Extensions<\/strong>.<\/p>\n

(a) All payments by an Obligor (whether in respect of principal, interest,
\nfees or otherwise) pursuant to this Agreement or any other Loan Document with
\nrespect to Credit Extensions or any other amount payable hereunder shall be made
\nby the relevant Borrower in the Available Currency in which the Obligation was
\ndenominated (the “Required Currency<\/u>“). All such payments (other than fees
\npayable pursuant to Section 4.3<\/u>, which fees shall be paid by the relevant
\nBorrower to the Administrative Agent for the account of the relevant payee,
\nArticle V<\/u>, Section 11.3<\/u> or 11.4<\/u>) shall be made by the
\nrelevant Borrower to the Administrative Agent for the account of each Lender
\nbased upon its Percentage. All such payments required to be made to the
\nAdministrative Agent shall be made, without set-off, deduction or counterclaim,
\nnot later than 1:00 p.m., Applicable Time, on the date when due, in same day or
\nimmediately available funds, to such account as the Administrative Agent shall
\nspecify from time to time by notice to the relevant Borrower. Funds received
\nafter that time shall be deemed to have been received by the Administrative
\nAgent on the next succeeding Business Day. The Administrative Agent shall
\npromptly remit in same day funds to each Lender its share, if any, of such
\npayments received by the Administrative Agent for the account of such Lender.
\nWhenever any payment hereunder shall be stated to be due on a day other than a
\nBusiness Day, such payment shall, except as otherwise required pursuant to<\/p>\n

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\n

clause (d)<\/u> of the definition of Interest Period, be made on the next
\nsucceeding Business Day, and such extension of time shall in such case be
\nincluded in the computation of payment of interest or fees, as the case may be.\n<\/p>\n

(b) In the case of any payment made pursuant to the preceding clause
\n(a)<\/u> by a Borrower to the Administrative Agent, unless the Administrative
\nAgent will have received notice from that Borrower prior to the date on which
\nany such payment is due hereunder that such Borrower will not make such payment
\nin full, the Administrative Agent may assume that such Borrower has made such
\npayment in full to the Administrative Agent on such date and the Administrative
\nAgent may, in reliance upon such assumption, cause to be distributed to each
\nLender on such due date an amount equal to the amount then due to such Lender.
\nIf that Borrower shall not have so made such payment in full to the
\nAdministrative Agent, each Lender shall repay to the Administrative Agent
\nforthwith on demand any such amount distributed to the Lender to the extent that
\nsuch amount was not paid by that Borrower to the Administrative Agent together
\nwith interest thereon, for each day from the date such amount is distributed to
\nsuch Lender until the date such Lender repays such amount to the Administrative
\nAgent, at an annual rate equal to the Administrative Agent153s Cost of Funds.<\/p>\n

SECTION 5.9 Sharing of Payments. <\/strong><\/p>\n

(a) If any Lender Party shall obtain any payment or other recovery (whether
\nvoluntary, involuntary, by application of setoff or otherwise) on account of any
\nCredit Extension or Reimbursement Obligation (other than pursuant to the terms
\nof Sections 5.3<\/u>, 5.4<\/u>, 5.5<\/u> or 5.7<\/u>) in excess of its
\npro rata share of payments obtained by all Lender Parties, such Lender Party
\nshall purchase from the other Lender Parties such participations in Credit
\nExtensions made by them as shall be necessary to cause such purchasing Lender
\nParty to share the excess payment or other recovery ratably (to the extent such
\nother Lender Parties were entitled to receive a portion of such payment or
\nrecovery) with each of them; provided<\/u>, however<\/u>, that if all or any
\nportion of the excess payment or other recovery is thereafter recovered from
\nsuch purchasing Lender Party, the purchase shall be rescinded and each Lender
\nParty which has sold a participation to the purchasing Lender Party shall repay
\nto the purchasing Lender Party the purchase price to the ratable extent of such
\nrecovery together with an amount equal to such selling Lender Party153s ratable
\nshare (according to the proportion of (a) the amount of such selling Lender
\nParty153s required repayment to the purchasing Lender Party to (b) total amount so
\nrecovered from the purchasing Lender Party) of any interest or other amount paid
\nor payable by the purchasing Lender Party in respect of the total amount so
\nrecovered.<\/p>\n

(b) The Borrowers agree that any Lender Party purchasing a participation from
\nanother Lender Party pursuant to this Section 5.9<\/u> may, to the fullest
\nextent permitted by law, exercise all its rights of payment (including pursuant
\nto Section 5.10<\/u>) with respect to such participation as fully as if such
\nLender Party were the direct creditor of the relevant Borrower in the amount of
\nsuch participation. If under any applicable bankruptcy, insolvency or other
\nsimilar law any Lender Party receives a secured claim in lieu of a setoff to
\nwhich this Section 5.9<\/u> applies, such Lender Party shall, to the extent
\npracticable, exercise its rights in respect of such secured claim in a manner
\nconsistent<\/p>\n

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\n

with the rights of the Lender Parties entitled under this Section 5.9<\/u>
\nto share in the benefits of any recovery on such secured claim.<\/p>\n

SECTION 5.10 Right of Set-off<\/strong>. Upon the occurrence and
\nduring the continuance of any Event of Default, each Lender Party is hereby
\nauthorized at any time and from time to time, to the fullest extent permitted by
\nlaw, to set off and apply any and all balances, credits, accounts, moneys or
\ndeposits (general or special, time or demand, provisional or final but
\nexcluding, for the avoidance of doubt, any payment received pursuant to this
\nAgreement by the Administrative Agent in its capacity qua Administrative Agent
\non behalf of the Lenders) at any time held and other indebtedness at any time
\ndue and owing by such Lender Party (in any currency and at any branch or office)
\nto or for the credit or the account of any Obligor against any and all of the
\nObligations of such Obligor now or hereafter existing under this Agreement or
\nany other Loan Document that are at such time due and owing, irrespective of
\nwhether or not such Lender Party shall have made any demand under this Agreement
\nor such other Loan Document (other than any notice expressly required hereby);
\nprovided<\/u> that in the event that any Defaulting Lender shall exercise any
\nsuch right of setoff, (x) all amounts so set off shall be paid over immediately
\nto the Administrative Agent for further application in accordance with the
\nprovisions of Section 5.15<\/u> and, pending such payment, shall be segregated
\nby such Defaulting Lender from its other funds and deemed held in trust for the
\nbenefit of the Administrative Agent, the Issuers, and the Lenders, and (y) the
\nDefaulting Lender shall provide promptly to the Administrative Agent a statement
\ndescribing in reasonable detail the Obligations owing to such Defaulting Lender
\nas to which it exercised such right of setoff. The rights of each Lender Party
\nunder this Section 5.10<\/u> are in addition to other rights and remedies
\n(including other rights of set-off) which such Lender Party may have.<\/p>\n

SECTION 5.11 Judgments, Currencies, etc<\/strong>. The obligation of
\neach Obligor to make payment of all Obligations in the Required Currency shall
\nnot be discharged or satisfied by any tender, or any recovery pursuant to any
\njudgment, which is expressed in or converted into any currency other than the
\nRequired Currency, except to the extent such tender or recovery shall result in
\nthe actual receipt by the recipient at the office required hereunder of the full
\namount of the Required Currency expressed to be payable under this Agreement or
\nany other Loan Document. Without limiting the generality of the foregoing, each
\nObligor authorizes the Administrative Agent on any tender or recovery in a
\ncurrency other than the Required Currency to purchase in accordance with normal
\nbanking procedures the Required Currency with the amount of such other currency
\nso tendered or recovered. The obligation of each Obligor to make payments in the
\nRequired Currency shall be enforceable as an alternative or additional cause of
\naction for the purpose of recovery in the Required Currency of the amount (if
\nany) by which such actual receipt shall fall short of the full amount of the
\nRequired Currency expressed to be payable under this Agreement or any other Loan
\nDocument, and shall not be affected by judgment being obtained for any other
\nsums due under this Agreement or such other Loan Document.<\/p>\n

SECTION 5.12 Replacement of Lenders<\/strong>. Each Lender hereby
\nseverally agrees that if such Lender (a “Subject Lender<\/u>“) makes demand
\nupon any Borrower for (or if any Borrower is otherwise required to pay) amounts
\npursuant to Section 4.2.6<\/u>, 5.3<\/u>, 5.5<\/u>, or 5.7<\/u>, if the
\nobligation of such Lender to make Loans is suspended pursuant to Section
\n5.1(a)<\/u> or if such Lender is a Defaulting Lender, any Borrower may, so long
\nas no Event of Default shall have occurred and be<\/p>\n

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\n

continuing, replace such Subject Lender with an Eligible Assignee pursuant to
\nan assignment in accordance with Section 11.11.1 <\/u>(and the Administrative
\nAgent agrees to waive any applicable assignment fee in connection therewith);
\nprovided<\/u> that (i) such Eligible Assignee shall be subject to the approval
\nof the Administrative Agent and the Issuer as required by the definition of
\n“Eligible Assignee”, and (ii) the purchase price paid by such designated
\nfinancial institution shall be in the amount of such Subject Lender153s Loans and
\nits applicable Percentage of outstanding Reimbursement Obligations, together
\nwith all accrued and unpaid interest and fees in respect thereof, plus all other
\namounts (including the amounts demanded and unreimbursed under Sections
\n4.2.6<\/u>, 5.3<\/u>, 5.5<\/u>, and 5.7<\/u>), owing to such Subject Lender
\nhereunder. Upon the effective date of such assignment, such designated financial
\ninstitution shall become a Lender for all purposes under this Agreement and the
\nother Loan Documents.<\/p>\n

SECTION 5.13 Change of Lending Office<\/strong>. If Micro or any other
\nObligor is required to pay additional amounts to or for the account of any
\nLender Party pursuant to Section 4.2.6<\/u>, 5.3<\/u>, 5.5<\/u>, or
\n5.7<\/u>, or if the obligation of any Lender to make or continue Loans is
\nsuspended pursuant to Section 5.1(a)<\/u>, then such Lender Party will change
\nthe jurisdiction of its Lending Office if, in the judgment of such Lender Party,
\nsuch change (a) will eliminate or reduce any such additional payment which may
\nthereafter accrue or will avoid such suspension and (b) is not otherwise
\ndisadvantageous to such Lender Party.<\/p>\n

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

(a) An amount denominated in the National Currency Unit of a Participating
\nMember State shall be redenominated into Euro in accordance with EMU Legislation
\nand paid by the debtor either in the Euro Unit or in that National Currency Unit
\nand an amount denominated in the Euro Unit shall be paid by the debtor in the
\nEuro Unit unless EMU Legislation provides otherwise; provided<\/u>, that if
\nand to the extent that any EMU Legislation provides that an amount denominated
\neither in the Euro or in the National Currency Unit of a Participating Member
\nState and payable within the Participating Member State by crediting an account
\nof the creditor can be paid by the debtor either in the Euro Unit or in that
\nNational Currency Unit, any party to this Agreement shall be entitled to pay or
\nrepay any such amount either in the Euro Unit or in such National Currency Unit.\n<\/p>\n

(b) If the basis of accrual of interest or fees expressed in this Agreement
\nwith respect to the currency of any state that is or becomes a Participating
\nMember State shall be inconsistent with any convention or practice in the
\nLondon, England interbank market for the basis of accrual of interest or fees in
\nrespect of the Euro, such convention or practice shall replace such expressed
\nbasis effective as of and from the date on which such state becomes a
\nParticipating Member State.<\/p>\n

(c) Without prejudice to the respective liabilities of each Borrower to the
\nLenders, the Issuer and the Administrative Agent under or pursuant to this
\nAgreement,<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

except as expressly provided in this clause (c)<\/u>, each provision of
\nthis Agreement shall be subject to such reasonable changes of construction as
\nthe Administrative Agent in consultation with Micro may from time to time
\nspecify to be necessary or appropriate to reflect the introduction of or
\nchangeover to the Euro in Participating Member States.<\/p>\n

SECTION 5.15 Defaulting Lenders. <\/strong><\/p>\n

(a) Defaulting Lender Adjustments<\/u>. Notwithstanding anything to the
\ncontrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
\nthen, until such time as such Lender is no longer a Defaulting Lender, to the
\nextent permitted by applicable law:<\/p>\n

(i) Waivers and Amendments<\/u>. Such Defaulting Lender153s right to approve
\nor disapprove any amendment, waiver or consent with respect to this Agreement
\nshall be restricted as set forth in the definition of Required Lenders.<\/p>\n

(ii) Defaulting Lender Waterfall<\/u>. Any payment of principal, interest,
\nfees or other amounts received by the Administrative Agent for the account of
\nsuch Defaulting Lender hereunder (whether voluntary or mandatory, at maturity,
\npursuant to Article IX or otherwise) or received by the Administrative Agent
\nfrom a Defaulting Lender pursuant to Section 5.10<\/u> shall be applied at
\nsuch time or times as may be determined by the Administrative Agent as follows:
\nfirst<\/em>, to the payment of any amounts owing by such Defaulting Lender to
\nthe Administrative Agent hereunder; second<\/em>, to the payment on a pro
\nrata basis of any amounts owing by such Defaulting Lender to any Issuer or the
\nSwing Line Lender hereunder; third<\/em>, to Cash Collateralize the Issuers153
\nFronting Exposure with respect to such Defaulting Lender in accordance with
\nSection 5.16<\/u>; fourth<\/em>, as the Borrowers may request (so long as
\nno Default or Event of Default exists), to the funding of any Loan in respect of
\nwhich such Defaulting Lender has failed to fund its portion thereof as required
\nby this Agreement; fifth<\/em>, if so determined by the Administrative Agent
\nand the Borrowers, to be held in a deposit account and released pro rata in
\norder to (x) satisfy such Defaulting Lender153s potential future funding
\nobligations with respect to Loans under this Agreement and (y) Cash
\nCollateralize the Issuers153 future Fronting Exposure with respect to such
\nDefaulting Lender with respect to future Letters of Credit issued under this
\nAgreement, in accordance with Section 5.16<\/u>; sixth<\/em>, to the
\npayment of any amounts owing to the Lenders, the Issuers or the Swing Line
\nLender as a result of any judgment of a court of competent jurisdiction obtained
\nby any Lender, the Issuers or the Swing Line Lender against such Defaulting
\nLender as a result of such Defaulting Lender153s breach of its obligations under
\nthis Agreement; seventh<\/em>, so long as no Default or Event of Default
\nexists, to the payment of any amounts owing to any Borrower as a result of any
\njudgment of a court of competent jurisdiction obtained by such Borrower against
\nsuch Defaulting Lender as a result of such Defaulting Lender153s breach of its
\nobligations under this Agreement; and eighth<\/em>, to such Defaulting Lender
\nor as otherwise directed by a court of competent jurisdiction; provided<\/u>
\nthat if (x) such payment is a payment of the principal amount of any Loans or
\nReimbursement Obligations in respect of which such<\/p>\n

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\n

Defaulting Lender has not fully funded its appropriate share, and (y) such
\nLoans were made or the related Letters of Credit were issued at a time when the
\nconditions set forth in Section 6.2<\/u> were satisfied or waived, such
\npayment shall be applied solely to pay the Loans of, and Reimbursement
\nObligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to
\nbeing applied to the payment of any Loans of, or Reimbursement Obligations owed
\nto, such Defaulting Lender until such time as all Loans and funded and unfunded
\nparticipations in Letter of Credit Outstandings and Swing Line Loans are held by
\nthe Lenders pro rata in accordance with the Commitments without giving effect to
\nSection 5.15(a)(iv)<\/u>. Any payments, prepayments or other amounts paid or
\npayable to a Defaulting Lender that are applied (or held) to pay amounts owed by
\na Defaulting Lender or to post Cash Collateral pursuant to this Section
\n5.15(a)(ii)<\/u> shall be deemed paid to and redirected by such Defaulting
\nLender, and each Lender irrevocably consents hereto.<\/p>\n

(iii) Certain Fees<\/u>. (A) No Defaulting Lender shall be entitled to
\nreceive any Commitment Fee for any period during which that Lender is a
\nDefaulting Lender (and the Borrowers shall not be required to pay any such fee
\nthat otherwise would have been required to have been paid to that Defaulting
\nLender).<\/p>\n

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
\nfor any period during which that Lender is a Defaulting Lender only to the
\nextent allocable to its Percentage of the stated amount of Letters of Credit for
\nwhich it has provided Cash Collateral pursuant to Section 5.16<\/u>.<\/p>\n

(C) With respect to any Letter of Credit Fee not required to be paid to any
\nDefaulting Lender pursuant to clause (B) above, the relevant Borrower shall (x)
\npay to each Non-Defaulting Lender that portion of any such fee otherwise payable
\nto such Defaulting Lender with respect to such Defaulting Lender153s participation
\nin Letter of Credit Outstandings that has been reallocated to such
\nNon-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuer the
\namount of any such fee otherwise payable to such Defaulting Lender to the extent
\nallocable to such Issuer153s Fronting Exposure to such Defaulting Lender, with
\nrespect to such Letters of Credit, and (z) not be required to pay the remaining
\namount of any such fee.<\/p>\n

(iv) Reallocation of Participations to Reduce Fronting Exposure<\/u>. All
\nor any part of such Defaulting Lender153s participation in Letter of Credit
\nOutstandings and Swing Line Loans shall be reallocated among the Non-Defaulting
\nLenders in accordance with their respective Percentages (calculated without
\nregard to such Defaulting Lender153s Commitment) but only to the extent that (x)
\nno Event of Default shall have occurred and be continuing, and (y) such
\nreallocation does not cause the aggregate Revolving Credit Exposure of any
\nNon-Defaulting Lender to exceed such Non-Defaulting Lender153s Commitment. No
\nreallocation hereunder shall constitute a waiver or release of any claim of any\n<\/p>\n

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\n

party hereunder against a Defaulting Lender arising from that Lender having
\nbecome a Defaulting Lender, including any claim of a Non-Defaulting Lender as a
\nresult of such Non-Defaulting Lender153s increased exposure following such
\nreallocation.<\/p>\n

(v) Cash Collateral, Repayment of Swing Line Loans<\/u>. If the
\nreallocation described in clause (iv) above cannot, or can only partially, be
\neffected, the Borrowers shall, without prejudice to any right or remedy
\navailable to it hereunder or under law, (x) first, prepay Swing Line Loans in an
\namount equal to the Swing Line Lender153s Fronting Exposure to such Defaulting
\nLender and (y) second, Cash Collateralize the Issuers153 Fronting Exposure to such
\nDefaulting Lender in accordance with the procedures set forth in Section
\n5.16<\/u>.<\/p>\n

(b) Defaulting Lender Cure<\/u>. If the Borrowers, the Administrative
\nAgent, the Swing Line Lender and Issuer agree in writing that a Lender is no
\nlonger a Defaulting Lender, the Administrative Agent will so notify the parties
\nhereto, whereupon as of the effective date specified in such notice and subject
\nto any conditions set forth therein (which may include arrangements with respect
\nto any Cash Collateral), that Lender will, to the extent applicable, purchase at
\npar that portion of outstanding Loans of the other Lenders or take such other
\nactions as the Administrative Agent may determine to be necessary to cause the
\nLoans and funded and unfunded participations in Letters of Credit and Swing Line
\nLoans to be held pro rata by the Lenders in accordance with the Commitments
\n(without giving effect to Section 5.15(a)(iv)<\/u>, whereupon such Lender will
\ncease to be a Defaulting Lender; provided<\/u> that no adjustments will be
\nmade retroactively with respect to fees accrued or payments made by or on behalf
\nof the Borrowers while that Lender was a Defaulting Lender; and
\nprovided<\/u>, further<\/u>, that except to the extent otherwise expressly
\nagreed by the affected parties, no change hereunder from Defaulting Lender to
\nLender will constitute a waiver or release of any claim of any party hereunder
\narising from that Lender153s having been a Defaulting Lender.<\/p>\n

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

SECTION 5.16 Cash Collateral. <\/strong><\/p>\n

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

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\n

(a) Grant of Security Interest<\/u>. The Borrowers, and to the extent
\nprovided by any Defaulting Lender, such Defaulting Lender, hereby grant to the
\nAdministrative Agent, for the benefit of the Issuers, and agrees to maintain, a
\nfirst priority security interest in all such Cash Collateral as security for the
\nDefaulting Lenders153 obligation to fund participations in respect of Letter of
\nCredit Outstandings, to be applied pursuant to clause (b) below. If at any time
\nthe Administrative Agent determines that Cash Collateral is subject to any right
\nor claim of any Person other than the Administrative Agent and the Issuers as
\nherein provided (other than non-consensual junior liens permitted by Section
\n8.2.2<\/u>) or that the total amount of such Cash Collateral is less than the
\nMinimum Collateral Amount, the applicable Borrower will, promptly upon demand by
\nthe Administrative Agent, pay or provide to the Administrative Agent additional
\nCash Collateral in an amount sufficient to eliminate such deficiency (after
\ngiving effect to any Cash Collateral provided by the Defaulting Lender).<\/p>\n

(b) Application<\/u>. Notwithstanding anything to the contrary contained in
\nthis Agreement, Cash Collateral provided under this Section 5.16<\/u> or
\nSection 5.15<\/u> in respect of Letters of Credit shall be applied to the
\nsatisfaction of the Defaulting Lender153s obligation to fund participations in
\nrespect of Letter of Credit Outstandings (including, as to Cash Collateral
\nprovided by a Defaulting Lender, any interest accrued on such obligation) for
\nwhich the Cash Collateral was so provided, prior to any other application of
\nsuch property as may otherwise be provided for herein.<\/p>\n

(c) Termination of Requirement<\/u>. Cash Collateral (or the appropriate
\nportion thereof) provided to reduce any Issuer153s Fronting Exposure shall no
\nlonger be required to be held as Cash Collateral pursuant to this Section
\n5.16<\/u> following (i) the elimination of the applicable Fronting Exposure
\n(including by the termination of Defaulting Lender status of the applicable
\nLender), or (ii) the determination by the Administrative Agent and each Issuer
\nthat there exists excess Cash Collateral; provided<\/u> that, subject to
\nSection 5.15<\/u> the Person providing Cash Collateral and each Issuer may
\nagree that Cash Collateral shall be held to support future anticipated Fronting
\nExposure or other obligations.<\/p>\n

SECTION 5.17 Termination of Defaulting Lender<\/strong>. The Borrowers
\nmay terminate the unused amount of the Commitment of any Lender that is a
\nDefaulting Lender upon not less than five Business Days153 prior notice to the
\nAdministrative Agent (which shall promptly notify the Lenders thereof),
\nprovided<\/u> that (i) no Event of Default shall have occurred and be
\ncontinuing, and (ii) such termination shall not be deemed to be a waiver or
\nrelease of any claim the Borrowers, the Administrative Agent, any Issuer, the
\nSwing Line Lender or any Lender may have against such Defaulting Lender.<\/p>\n

ARTICLE VI <\/strong><\/p>\n

CONDITIONS TO MAKING CREDIT EXTENSIONS <\/strong><\/p>\n

AND ACCESSION OF ACCEDING BORROWERS <\/strong><\/p>\n

SECTION 6.1 Initial Credit Extension<\/strong>. The obligation of each
\nLender and, if applicable, any Issuer to make the initial Credit Extension shall
\nbe subject to the prior or concurrent satisfaction of each of the conditions
\nprecedent set forth in this Section 6.1<\/u>.<\/p>\n

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\n

SECTION 6.1.1 Resolutions, etc<\/strong>. The Administrative Agent
\nwill have received from each Obligor a certificate, dated the Effective Date and
\nwith counterparts for each Lender, duly executed and delivered by the Secretary,
\nAssistant Secretary, or other authorized representative of such Obligor as to:\n<\/p>\n

(a) resolutions of its Board of Directors or its Executive Committee (or its
\nequivalent), as the case may be, then in full force and effect authorizing the
\nexecution, delivery and performance of this Agreement and each other Loan
\nDocument to be executed by it;<\/p>\n

(b) the incumbency and signatures of those of its officers authorized to act
\nas Authorized Persons for it with respect to this Agreement and each other Loan
\nDocument to be executed by it; and<\/p>\n

(c) the Organic Documents of such Obligor;<\/p>\n

upon which certificate each Lender may conclusively rely until the
\nAdministrative Agent shall have received a further certificate of the Secretary
\nof the relevant Obligor canceling or amending such prior certificate. In
\naddition, each Obligor shall, where applicable, have delivered to the
\nAdministrative Agent a good standing certificate from the relevant governmental
\nregulatory institution of its jurisdiction of incorporation, each such
\ncertificate to be dated a date reasonably near (but prior to) the Effective
\nDate.<\/p>\n

SECTION 6.1.2 Effective Date Certificate<\/strong>. The Administrative
\nAgent shall have received, with counterparts for each Lender, the Effective Date
\nCertificate, dated the Effective Date and duly executed and delivered by the
\nchief executive officer, an Authorized Person or the Treasurer of Micro.<\/p>\n

SECTION 6.1.3 Guaranties; Intra-Group Agreement<\/strong>. The
\nAdministrative Agent shall have received, with counterparts for each Lender, the
\nMicro Guaranty and an Additional Guaranty from each Initial Additional
\nGuarantor, each in effect as of the Effective Date, dated the date hereof, duly
\nexecuted and delivered by an Authorized Person of the relevant Guarantor. The
\nAdministrative Agent shall have also received, with counterparts for each
\nLender, the Intra-Group Agreement, in effect on the Effective Date, dated the
\ndate hereof, duly executed and delivered by an Authorized Person of each
\nBorrower and each Initial Additional Guarantor.<\/p>\n

SECTION 6.1.4 Consents, etc<\/strong>. The Administrative Agent shall
\nhave received evidence satisfactory to it as to the receipt by each Obligor of
\nany necessary consents or waivers under any agreement applicable to such Obligor
\nin order to enable such Obligor to enter into this Agreement and any other Loan
\nDocument, to perform its obligations hereunder and thereunder and, in the case
\nof each Borrower, to obtain Credit Extensions hereunder.<\/p>\n

SECTION 6.1.5 Closing Fees, Expenses, etc<\/strong>. The
\nAdministrative Agent, its counsel, and each Joint Lead Arranger shall have
\nreceived payment in full of all fees, costs, and expenses under Sections
\n4.3<\/u> and 11.3<\/u> to the extent (a) then due and payable and (b) unless an
\namount is otherwise provided by the Loan Documents or the Fee Letters and
\nwithout waiving the right for subsequent reimbursement in accordance with the
\nLoan Documents, to the extent that a<\/p>\n

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\n

reasonably detailed invoice is presented to Micro no later than two Business
\nDays prior to the Effective Date.<\/p>\n

SECTION 6.1.6 Opinions of Counsel<\/strong>. The Administrative Agent
\nshall have received opinions of counsel, dated the Effective Date and addressed
\nto the Administrative Agent and all the Lenders, from:<\/p>\n

(a) Lily Arevalo, Senior Corporate Counsel of Micro, covering the matters set
\nforth in Exhibit K<\/u> attached hereto;<\/p>\n

(b) Davis Polk & Wardwell, special New York counsel to Micro, covering
\nthe matters set forth in Exhibit L<\/u> attached hereto; and<\/p>\n

(c) Baker & McKenzie, special Belgian counsel to Coordination Center,
\ncovering the matters set forth in Exhibit M<\/u> attached hereto.<\/p>\n

SECTION 6.1.7 Satisfactory Legal Form<\/strong>. All documents
\nexecuted or submitted pursuant to this Article VI<\/u> by or on behalf of each
\nObligor shall be satisfactory in form and substance to the Administrative Agent
\n(who may rely upon the advice of its legal counsel with respect to legal matters
\nin making such determination), and the Administrative Agent shall have received
\nsuch additional information, approvals, opinions, documents, or instruments as
\nthe Administrative Agent or the Required Lenders may reasonably request.<\/p>\n

SECTION 6.1.8 Termination of Predecessor Credit Agreements<\/strong>.
\nThe Administrative Agent shall have received evidence that the Predecessor
\nCredit Agreements have been, or will be, concurrently with the Effective Date,
\nterminated in accordance with their respective terms.<\/p>\n

SECTION 6.2 All Credit Extensions<\/strong>. The obligation of each
\nLender to make any Credit Extension (including the initial Credit Extension)
\nshall be subject to the satisfaction of each of the additional conditions
\nprecedent set forth in this Section 6.2<\/u>.<\/p>\n

SECTION 6.2.1 Compliance with Warranties, No Default, etc<\/strong>.
\nBoth before and after giving effect to such Credit Extension other than any
\ncontinuation or conversion (except as otherwise set forth in the initial proviso
\nto this section) of a Borrowing (but, if any Default of the nature referred to
\nin Section 9.1.5<\/u> shall have occurred with respect to any other
\nIndebtedness, without giving effect to the application, directly or indirectly,
\nof the proceeds of such Credit Extension to such other Indebtedness), the
\nfollowing statements shall be true and correct:<\/p>\n

(a) the representations and warranties of each Obligor set forth in
\nArticle VII<\/u> (excluding, however, those contained in Section 7.8)<\/u>
\nand in any other Loan Document shall be true and correct with the same effect as
\nif then made (unless stated to relate solely to an earlier date, in which case
\nsuch representations and warranties shall be true and correct as of such earlier
\ndate); provided<\/u> that if any of the financial statements delivered
\npursuant to clause (b)<\/u> of Section 8.1.1<\/u> do not present fairly the
\nconsolidated financial condition of the Persons covered thereby as of the dates
\nthereof and the results of their operations for the periods then ended and Micro
\nsubsequently delivers one or more financial statements pursuant to clause
\n(a)<\/u> or (b)<\/u> of Section 8.1.1<\/u> which, in the opinion of the
\nRequired Lenders, effectively cures any omission or misstatement<\/p>\n

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\n

contained in such prior delivered financial statement, then the
\nrepresentation and warranty contained in Section 7.6<\/u> as it relates to
\nsuch prior delivered financial statement shall be deemed satisfied for purposes
\nhereof (it being understood and agreed that such subsequent delivered financial
\nstatements shall be deemed to have cured such earlier delivered inaccurate
\nfinancial statements unless the Required Lenders raise an objection with respect
\nthereto);<\/p>\n

(b) except as disclosed in Item 7.8<\/u> (Litigation) of the Disclosure
\nSchedule:<\/p>\n

(i) no labor controversy, litigation, arbitration or governmental
\ninvestigation or proceeding shall be pending or, to the knowledge of any
\nObligor, threatened against any Obligor, or any of their respective Consolidated
\nSubsidiaries in respect of which there exists a reasonable possibility of an
\noutcome that would result in a Material Adverse Effect or that would affect the
\nlegality, validity or enforceability of this Agreement or any other Loan
\nDocument; and<\/p>\n

(ii) no development shall have occurred in any labor controversy, litigation,
\narbitration or governmental investigation or proceeding so disclosed in respect
\nof which there exists a reasonable possibility of an outcome that would result
\nin a Material Adverse Effect;<\/p>\n

(c) no Default shall have occurred and be continuing, and no Obligor, nor any
\nof their respective Subsidiaries, shall be in violation of any law or
\ngovernmental regulation or court order or decree which, singly or in the
\naggregate, results in, or would reasonably be expected to result in, a Material
\nAdverse Effect;<\/p>\n

(d) no Change in Control shall have occurred; and<\/p>\n

(e) the Outstanding Credit Extensions of all the Lenders do not exceed the
\nTotal Commitment Amount (as such amount may be reduced from time to time
\npursuant to Section 2.2<\/u>);<\/p>\n

provided<\/u> that in the case of any continuation or conversion of a
\nBorrowing, no Event of Default shall have occurred and be continuing.<\/p>\n

SECTION 6.2.2 Credit Extension Request<\/strong>. In the case of any
\nCredit Extension the Administrative Agent shall have received the relevant
\nCredit Extension Request in a timely manner as herein provided for such Credit
\nExtension. Delivery of a Credit Extension Request and the acceptance by Micro or
\nany other Borrower of the proceeds of any Credit Extension shall constitute a
\nrepresentation and warranty by each Obligor that, on the date of making such
\nCredit Extension (both immediately before and after giving effect to the making
\nof such Credit Extension and the application of the proceeds thereof), the
\nstatements made in Section 6.2.1<\/u> are true and correct.<\/p>\n

SECTION 6.3 Acceding Borrowers<\/strong>. Subject to the prior or
\nconcurrent satisfaction of the conditions precedent set forth in this
\nSection 6.3<\/u>, any Subsidiary of Micro may become a party hereto and a
\nBorrower and an Obligor hereunder subsequent to the Effective Date (each<\/p>\n

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\n

such Subsidiary of Micro, an “Acceding Borrower<\/u>“), entitled to all the
\nrights and subject to all the obligations incident thereto.<\/p>\n

SECTION 6.3.1 Resolutions, etc<\/strong>. The Administrative Agent
\nshall have received from such Acceding Borrower a certificate, dated the date
\nsuch Acceding Borrower is accepted by the Administrative Agent as a Borrower
\nhereunder and with counterparts for each Lender, duly executed and delivered by
\nthe Secretary, Assistant Secretary or other authorized representative of such
\nAcceding Borrower as to:<\/p>\n

(a) resolutions of its Board of Directors or its Executive Committee, as the
\ncase may be, then in full force and effect authorizing the execution, delivery
\nand performance of this Agreement and the Additional Guaranty (if any) and each
\nother Loan Document to be executed by it and, in respect of an Acceding Borrower
\nincorporated under the laws of Belgium under the form of NV\/SA, a resolution of
\nits General Shareholders Meeting specifically approving, for the purposes of
\narticle 556 of the Belgian Company Code, Section 8.1.9<\/u>, Sections
\n9.1.4<\/u> and 9.3<\/u> (to the extent they apply to Section 8.1.9<\/u>) and,
\ninsofar as required, the terms of Section 4.1.2<\/u>, and (ii) evidence of the
\nfiling of such resolution with the clerk office at the commercial court where
\nits registered office is located;<\/p>\n

(b) the incumbency and signatures of those of its officers authorized to act
\nwith respect to this Agreement and the Additional Guaranty (if any) and each
\nother Loan Document to be executed by it; and<\/p>\n

(c) the Organic Documents of such Acceding Borrower,<\/p>\n

upon which certificate each Lender may conclusively rely until the
\nAdministrative Agent shall have received a further certificate of the Secretary
\nof such Acceding Borrower canceling or amending such prior certificate. In
\naddition, each Acceding Borrower shall have delivered to the Administrative
\nAgent a good standing certificate from the relevant governmental regulatory
\ninstitution of its jurisdiction of organization, each such certificate to be
\ndated a date reasonably near (but prior to) the date such Acceding Borrower
\nbecomes a Borrower hereunder.<\/p>\n

SECTION 6.3.2 Delivery of Accession Request and
\nAcknowledgment<\/strong>. The Administrative Agent shall have received (a) an
\noriginal Accession Request and Acknowledgment duly completed and executed and
\ndelivered by such Acceding Borrower and (b) originals of any other instruments
\nevidencing accession of such Acceding Borrower hereunder as the Administrative
\nAgent may reasonably request, in each case effective as of the date such
\nAcceding Borrower becomes a Borrower hereunder.<\/p>\n

SECTION 6.3.3 Guaranties, etc.<\/strong> If such Acceding Borrower has
\nnot previously delivered an Additional Guaranty, whether pursuant to Section
\n8.1.8<\/u> or otherwise, and such Acceding Borrower is a Material Subsidiary,
\nthen the Administrative Agent shall have received, with counterparts for each
\nLender (a) an Additional Guaranty executed by such Acceding Borrower, in effect
\nas of the date such Acceding Borrower becomes a Borrower hereunder, duly
\nexecuted and delivered by an Authorized Person of such Acceding Borrower;
\nprovided<\/u> that if such Acceding Borrower is a Foreign Subsidiary, such
\nAcceding Borrower shall not be required<\/p>\n

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\n

to deliver such Additional Guaranty if and to the extent Micro, in
\nconsultation with the Administrative Agent, reasonably determines that adverse
\ntax consequences would result therefrom, and (b) such documents as are required
\nby Section 8.1.9<\/u>, in each case effective with respect to such Acceding
\nBorrower as of the date such Acceding Borrower becomes a Borrower hereunder.\n<\/p>\n

SECTION 6.3.4 Compliance Certificate<\/strong>. The Administrative
\nAgent shall have received with counterparts for each Lender, a Compliance
\nCertificate from Micro, dated the date such Acceding Borrower becomes a Borrower
\nhereunder.<\/p>\n

SECTION 6.3.5 Consents, etc<\/strong>. The Administrative Agent shall
\nhave received evidence satisfactory to it as to the receipt by such Acceding
\nBorrower of any necessary consents or waivers under any agreement applicable to
\nsuch Acceding Borrower in order to enable such Acceding Borrower to enter into
\nthis Agreement and any other Loan Document, to perform its obligations hereunder
\nand thereunder and to obtain Credit Extensions hereunder.<\/p>\n

SECTION 6.3.6 Opinions of Counsel<\/strong>. The Administrative Agent
\nshall have received an opinion of counsel, dated the date such Acceding Borrower
\nbecomes a Borrower hereunder and addressed to the Agents and all the Lenders,
\nfrom the Senior Corporate Counsel of Micro, or such other counsel as shall be
\nreasonably satisfactory to the Administrative Agent, covering the matters set
\nforth in Exhibit K<\/u> attached hereto as to such Acceding Borrower.<\/p>\n

ARTICLE VII <\/strong><\/p>\n

REPRESENTATIONS AND WARRANTIES <\/strong><\/p>\n

In order to induce the Lender Parties to enter into this Agreement and to
\nmake Credit Extensions hereunder, each Borrower represents and warrants unto the
\nAdministrative Agent and each Lender with respect to itself and the other
\nObligors as set forth in this Article VII<\/u>.<\/p>\n

SECTION 7.1 Organization, etc<\/strong>. Each of the Obligors and each
\nof the respective Subsidiaries is a company or corporation, as the case may be,
\nvalidly organized and existing and in good standing under the laws of the
\njurisdiction of its incorporation or organization, is duly qualified to do
\nbusiness and is in good standing as a foreign corporation in each jurisdiction
\nwhere the nature of its business requires such qualification and where the
\nfailure to so qualify and to maintain such good standing, singularly or in the
\naggregate, has resulted in, or would reasonably be expected to result in, a
\nMaterial Adverse Effect, and has full power and authority and holds all
\nrequisite governmental licenses, permits, authorizations and other approvals to
\nenter into and perform its Obligations under this Agreement and each other Loan
\nDocument to which it is a party and to own and hold under lease its property and
\nto conduct its business substantially as currently conducted by it, excluding
\nany such governmental licenses, permits or other approvals in respect of which
\nthe failure to so obtain, hold or maintain has not caused, and would not
\nreasonably be expected to result in, a Material Adverse Effect.<\/p>\n

SECTION 7.2 Due Authorization, Non-Contravention, etc<\/strong>. The
\nexecution, delivery and performance by each Obligor of this Agreement and each
\nother Loan Document executed or<\/p>\n

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\n

to be executed by it are within such Obligor153s corporate powers, have been
\nduly authorized by all necessary corporate action, and do not:<\/p>\n

(a) contravene such Obligor153s Organic Documents;<\/p>\n

(b) contravene any law or governmental regulation or court decree or order
\nbinding or affecting such Obligor; or<\/p>\n

(c) result in, or require the creation or imposition of, any Lien on any of
\nsuch Obligor153s properties.<\/p>\n

Micro and each of its Subsidiaries is, and after giving effect to any
\nBorrowing or issuance of any Letter of Credit under this Agreement will be, in
\ncompliance with the limits described in the resolutions of Micro153s board of
\ndirectors delivered pursuant to Section 6.1.1<\/u>.<\/p>\n

SECTION 7.3 No Default<\/strong>. None of the Obligors, nor any of
\ntheir respective Subsidiaries, is in default in the performance of any
\nobligation, agreement or condition contained in any bond, debenture, note, or in
\nany indenture, loan agreement, or other agreement, in connection with or as a
\nresult of which default there exists a reasonable possibility that a Material
\nAdverse Effect could arise. The execution, delivery and performance by each
\nObligor of this Agreement and each other Loan Document executed or to be
\nexecuted by such Obligor will not conflict with, or constitute a breach of, or a
\ndefault under, any such bond, debenture, note, indenture, loan agreement or
\nother agreement to which any Obligor or any of their respective Subsidiaries is
\na party or by which it is bound, in connection with, or as a result of which,
\nconflict, breach or default, there exists a reasonable possibility that a
\nMaterial Adverse Effect could arise.<\/p>\n

SECTION 7.4 Government Approval, Regulation, etc<\/strong>. No action
\nby, and no notice to or filing with, any governmental authority or regulatory
\nbody or other Person and no payment of any stamp or similar tax, is required for
\nthe due execution, delivery, or performance by any Obligor of this Agreement or
\nany other Loan Document to which it is a party. No Obligor (nor any of its
\nSubsidiaries) is an “investment company” within the meaning of the Investment
\nCompany Act of 1940, as amended.<\/p>\n

SECTION 7.5 Validity, etc<\/strong>. This Agreement constitutes, and
\neach other Loan Document executed by any Obligor will, on the due execution and
\ndelivery thereof, constitute, the legal, valid and binding obligations of each
\nObligor party thereto, enforceable against such Obligor in accordance with their
\nrespective terms, except as such enforcement may be limited by applicable
\nbankruptcy, insolvency, reorganization or other similar laws relating to or
\nlimiting creditors153 rights generally or by general principles of equity.<\/p>\n

SECTION 7.6 Financial Information<\/strong>. The financial statements
\nof Micro and its Consolidated Subsidiaries for the Fiscal Year ended January 1,
\n2011 and those financial statements filed for Fiscal Quarters ending April 2,
\n2011 and July 2, 2011 have been prepared in accordance with GAAP and present
\nfairly (subject, in the case of such financial statements for Fiscal Quarters
\nending April 2, 2011 and July 2, 2011 (which financial statements, in accordance
\nwith Section 1.4(a), are not required to contain certain footnote disclosures
\nrequired by GAAP),<\/p>\n

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\n

to ordinary year end adjustments) the consolidated financial condition of the
\nPersons covered thereby as at the dates thereof and the results of their
\noperations for the periods then ended. All the financial statements delivered
\npursuant to clauses (a)<\/u> and (b)<\/u> of Section 8.1.1<\/u> have been
\nand will be prepared in accordance with GAAP consistently applied, and do or
\nwill present fairly (subject, in the case of such financial statements delivered
\npursuant to clause (b)<\/u> thereof (which financial statements, in accordance
\nwith Section 1.4(a)<\/u>, are not required to contain certain footnote
\ndisclosures required by GAAP), to ordinary year-end adjustments) the
\nconsolidated financial condition of the Persons covered thereby as of the dates
\nthereof and the results of their operations for the periods then ended.<\/p>\n

SECTION 7.7 No Material Adverse Effect<\/strong>. Since January 1,
\n2011, there has been no event or events which, singly or in the aggregate, has
\nor have resulted, or is or are reasonably likely to result, in a Material
\nAdverse Effect.<\/p>\n

SECTION 7.8 Litigation, Labor Controversies, etc<\/strong>. Except as
\ndisclosed in Item 7.8<\/u> (Litigation) of the Disclosure Schedule, there is
\nno pending or, to the knowledge of any Obligor, threatened litigation, action,
\nproceeding or labor controversy affecting any Obligor, or any of their
\nrespective Subsidiaries, or any of their respective properties, businesses,
\nassets or revenues, in respect of which there exists a reasonable possibility of
\nan outcome that would result in a Material Adverse Effect or that would affect
\nthe legality, validity or enforceability of this Agreement or any other Loan
\nDocument.<\/p>\n

SECTION 7.9 Subsidiaries<\/strong>. As of the date hereof, Micro has
\nno Subsidiaries, except those Subsidiaries which are identified in Item
\n7.9<\/u> (Existing Subsidiaries) of the Disclosure Schedule and certain other
\nSubsidiaries that are shell corporations that do not conduct any business and do
\nnot in the aggregate have a net worth exceeding $1,000,000.<\/p>\n

SECTION 7.10 Ownership of Properties<\/strong>. Each Obligor and each
\nof their respective Subsidiaries owns good and marketable title (or their
\nrespective equivalents in any applicable jurisdiction) to all of its properties
\nand assets, real and personal, tangible and intangible, of any nature
\nwhatsoever, free and clear of all Liens, charges or claims except as permitted
\npursuant to Section 8.2.2<\/u>, except where such failure or failures to own,
\nsingly or in the aggregate, has not resulted in, or would not reasonably be
\nexpected to result in, a Material Adverse Effect.<\/p>\n

SECTION 7.11 Taxes<\/strong>. Each Obligor and each of their
\nrespective Subsidiaries has filed all material tax returns and reports it
\nreasonably believes are required by law to have been filed by it and has paid
\nall taxes and governmental charges thereby shown to be owing, except as
\ndisclosed in Item 7.11<\/u> (Taxes) of the Disclosure Schedule and except for
\nany such taxes or charges which are being diligently contested in good faith by
\nappropriate proceedings and for which adequate reserves in accordance with GAAP
\nshall have been set aside on its books; provided<\/u> that, with respect to
\nany Subsidiary that is not a Material Subsidiary, this representation and
\nwarranty shall be satisfied if the tax returns or reports not so filed or the
\ntaxes or governmental charges owing by each such Subsidiary are not with respect
\nto any income, sales or use tax and the amount so owing (or which would be so
\nowing if such tax returns or reports were duly filed) with respect to all such
\nSubsidiaries, does not exceed in the aggregate $1,000,000 at any time and with
\nrespect to which no Material Subsidiary may be liable for payment of such
\namount.<\/p>\n

-68-<\/p>\n

\n

SECTION 7.12 Pension and Welfare Plans<\/strong>. Except to the extent
\nthat any such termination, liability, penalty or fine would not (either
\nindividually or in the aggregate) reasonably be expected to have a Material
\nAdverse Effect (a) during the twelve-consecutive-month period prior to the date
\nhereof and prior to the date of any Credit Extension hereunder, except as
\ndisclosed in Item 7.12<\/u> (Employee Benefit Plans) of the Disclosure
\nSchedule, no steps have been taken to terminate any Pension Plan, and no
\ncontribution failure has occurred with respect to any Pension Plan sufficient to
\ngive rise to a Lien under Section 302(f) of ERISA, (b) no condition exists or
\nevent or transaction has occurred with respect to any Pension Plan which might
\nresult in the incurrence by any Obligor or any member of the related Controlled
\nGroup of any material liability with respect to any contribution thereto, fine
\nor penalty, and (c) except as disclosed in Item 7.12<\/u> (Employee Benefit
\nPlans) of the Disclosure Schedule, neither any Obligor nor any member of the
\nrelated Controlled Group has any material contingent liability with respect to
\nany post-retirement benefit under a Welfare Plan, other than liability for
\ncontinuation coverage described in Part 6 of Title I of ERISA.<\/p>\n

SECTION 7.13 Environmental Warranties. <\/strong><\/p>\n

(a) Each Obligor and each of their respective Subsidiaries has obtained all
\nenvironmental, health and safety permits, licenses and other authorizations
\nrequired under all Environmental Laws to carry on its business as now being or
\nas proposed to be conducted, except to the extent failure to have any such
\npermit, license or authorization would not (either individually or in the
\naggregate) reasonably be expected to have a Material Adverse Effect. Each of
\nsuch permits, licenses and authorizations is in full force and effect and each
\nObligor and each of their respective Subsidiaries is in compliance with the
\nterms and conditions thereof, and is also in compliance with all other
\nlimitations, restrictions, conditions, standards, prohibitions, requirements,
\nobligations, schedules and timetables contained in any applicable Environmental
\nLaw or in any plan, judgment, injunction, notice or demand letter issued,
\nentered or approved thereunder, except to the extent failure to comply therewith
\nwould not (either individually or in the aggregate) reasonably be expected to
\nhave a Material Adverse Effect.<\/p>\n

(b) No notice, notification, demand, request for information, citation,
\nsummons or order has been issued, no complaint has been filed, no penalty has
\nbeen assessed and no investigation or review is pending or, to the knowledge of
\nany Obligor, threatened by any governmental or other entity with respect to any
\nalleged failure by any Obligor or any of their respective Subsidiaries to have
\nany environmental, health or safety permit, license or other authorization
\nrequired under any Environmental Law in connection with the conduct of the
\nbusiness of any Obligor or any of their respective Subsidiaries or with respect
\nto any generation, treatment, storage, recycling, transportation, discharge or
\ndisposal, or any Release of any Hazardous Materials generated by any Obligor or
\nany of their respective Subsidiaries, except to the extent failure to have any
\nsuch permit, license or authorization would not (either individually or in the
\naggregate) reasonably be expected to have a Material Adverse Effect.<\/p>\n

SECTION 7.14 Accuracy of Information. <\/strong><\/p>\n

(a) Except as provided in clause (b)<\/u> below, all factual information
\nfurnished<\/p>\n

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\n

by or on behalf of any Obligor to any Lender Party for purposes of or in
\nconnection with this Agreement or any other Loan Document or any transaction
\ncontemplated hereby or thereby is, when taken as a whole, to the best of the
\nknowledge of each Borrower, and all other factual information hereafter
\nfurnished by or on behalf of any Obligor to any Lender Party will be, when taken
\nas a whole, to the best of the knowledge of each Borrower, true and accurate in
\nall material respects on the date as of which such information is dated or
\ncertified and (in the case of any such information furnished prior to the date
\nhereof) as of the date hereof (unless such information relates to an earlier
\ndate, in which case such information, when taken as a whole, shall be true and
\naccurate in all material respects as of such earlier date), and is not, or shall
\nnot be, as the case may be, when taken as a whole, incomplete by omitting to
\nstate any material fact necessary to make such information not misleading.<\/p>\n

(b) The information (i) in any financial projections furnished under this
\nAgreement is and will be based upon assumptions and information believed by
\nMicro to be reasonable and (ii) furnished with express written disclaimers with
\nregard to the accuracy of that information, is and shall be subject to those
\ndisclaimers.<\/p>\n

SECTION 7.15 Patents, Trademarks, etc<\/strong>. Each Obligor and each
\nof their respective Subsidiaries owns and possesses, or has a valid and existing
\nlicense of, or other sufficient interest in, all such patents, patent rights,
\ntrademarks, trademark rights, trade names, trade name rights, service marks,
\nservice mark rights and copyrights as is necessary for the conduct of the
\nbusiness of each such Obligor or its Subsidiaries as now conducted, without, to
\nthe best of the knowledge of each such Obligor, any infringement upon rights of
\nother Persons, which infringement results in or would reasonably be expected to
\nresult in a Material Adverse Effect, and there is no license or other interest
\nor right, the loss of which results in, or would reasonably be expected to
\nresult in, a Material Adverse Effect.<\/p>\n

SECTION 7.16 Margin Stock<\/strong>. No part of the proceeds of any
\nCredit Extension shall be used at any time by any Obligor or any of their
\nrespective Subsidiaries for the purpose, whether immediate, incidental or
\nultimate, of buying or carrying Margin Stock (within the meaning of Regulation U
\n(as amended, modified, supplemented or replaced and in effect from time to time,
\n“Regulation U<\/u>“) or Regulation X (as amended, modified, supplemented or
\nreplaced and in effect from time to time, “Regulation X<\/u>“) promulgated by
\nthe F.R.S. Board of Governors of the Federal Reserve System (together with any
\nsuccessor thereto, the “F.R.S. Board<\/u>“) or to extend credit to others for
\nthe purpose of purchasing or carrying any Margin Stock if any such use or
\nextension of credit described in this Section 7.17<\/u> would cause any of the
\nLender Parties to violate the provisions of Regulation U or Regulation X.
\nNeither any Obligor nor any of their respective Subsidiaries is engaged
\nprincipally, or as one of its important activities, in the business of extending
\ncredit for the purposes of purchasing or carrying any such Margin Stock within
\nthe meaning of Regulation U or Regulation X. Not more than 25% of the value of
\nthe assets of any Obligor or any Subsidiary of any Obligor is, as of the date
\nhereof, represented by Margin Stock. No part of the proceeds of any Credit
\nExtension will be used by any Obligor or any of their respective Subsidiaries
\nfor any purpose which violates, or which is inconsistent with, any regulations
\npromulgated by the F.R.S. Board, including Regulation U or Regulation X.<\/p>\n

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\n

ARTICLE VIII <\/strong><\/p>\n

COVENANTS <\/strong><\/p>\n

SECTION 8.1 Affirmative Covenants<\/strong>. Each Borrower agrees with
\nthe Agents and each Lender that, until all the Commitments have terminated and
\nall Obligations have been paid and performed in full, each Borrower will perform
\nits respective obligations set forth in this Section 8.1<\/u>.<\/p>\n

SECTION 8.1.1 Financial Information, Reports, Notices, etc<\/strong>.
\nMicro will furnish, or will cause to be furnished, to each Lender Party (1)
\npromptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any
\nrespective successor forms) filed with the Securities and Exchange Commission
\n(or any successor authority) or any national securities exchange (including, in
\neach case, any exhibits thereto requested by any Lender Party), and (2) to the
\nextent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or
\nrespective successor forms) for the applicable period, copies of the following
\nfinancial statements, reports, notices and information:<\/p>\n

(a) as soon as available and in any event within 90 days after the end of
\neach Fiscal Year of Micro, a copy of the annual audit report for such Fiscal
\nYear for Micro and its Consolidated Subsidiaries, including therein consolidated
\nbalance sheets of Micro and its Consolidated Subsidiaries as of the end of such
\nFiscal Year and consolidated statements of income, stockholders153 equity and cash
\nflow of Micro and its Consolidated Subsidiaries for such Fiscal Year, setting
\nforth in each case, in comparative form, the figures for the preceding Fiscal
\nYear, in each case certified (without any Impermissible Qualification, except
\nthat (i) qualifications relating to pre-acquisition balance sheet accounts of
\nPerson(s) acquired by Micro or any of its Subsidiaries and (ii) statements of
\nreliance in the auditor153s opinion on another accounting firm shall not be deemed
\nan Impermissible Qualification) in a manner satisfactory to the Securities and
\nExchange Commission (under applicable United States securities law) by
\nPricewaterhouseCoopers, LLP or its successors or other independent public
\naccountants of national reputation;<\/p>\n

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

(c) at the time of delivery of each financial statement required by
\nclause (a)<\/u> or (b)<\/u> above (or Form 10-Q or 10-K in lieu thereof), a
\ncertificate signed by an Authorized Person of Micro stating that no Default has
\noccurred and is continuing (or if a Default has occurred and is continuing, and
\nwithout prejudice to any rights or remedies of any Lender<\/p>\n

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\n

Party hereunder in connection therewith, a statement of the nature thereof
\nand the action which Micro has taken or proposes to take with respect thereto);\n<\/p>\n

(d) at the time of delivery of each financial statement required by
\nclause (a)<\/u> or (b)<\/u> above (or Form 10-Q or 10-K in lieu thereof), a
\nCompliance Certificate showing compliance with the financial covenants set forth
\nin Section 8.2.3<\/u>;<\/p>\n

(e) notice of, as soon as possible after (i) the occurrence of any material
\nadverse development with respect to any litigation, action, proceeding, or labor
\ncontroversy disclosed in Item 7.8<\/u> (Litigation) of the Disclosure
\nSchedule, or (ii) the commencement of any labor controversy, litigation, action,
\nor proceeding of the type described in Section 7.8<\/u>;<\/p>\n

(f) promptly after the filing thereof, copies of any registration statements
\n(other than the exhibits thereto and excluding any registration statement on
\nForm S-8 and any other registration statement relating exclusively to stock,
\nbonus, option, 401(k) and other similar plans for officers, directors, and
\nemployees of Micro or any of its Subsidiaries);<\/p>\n

(g) immediately upon becoming aware of the institution of any steps by any
\nObligor or any other Person to terminate any Pension Plan other than pursuant to
\nSection 4041(b) of ERISA, or the failure to make a required contribution to any
\nPension Plan if such failure is sufficient to give rise to a Lien under Section
\n302(t) of ERISA, or the taking of any action with respect to a Pension Plan
\nwhich could result in the requirement that any Obligor furnish a bond or other
\nsecurity to the PBGC or such Pension Plan, or the occurrence of any other event
\nwith respect to any Pension Plan which, in any such case, results in, or would
\nreasonably be expected to result in, a Material Adverse Effect, notice thereof
\nand copies of all documentation relating thereto;<\/p>\n

(h) as soon as possible, and in any event within three Business Days after
\nbecoming aware of the occurrence of a Default or any inaccuracy in the financial
\nstatements delivered pursuant to clause (a)<\/u> or (b)<\/u> above if the
\nresult thereof is not to present fairly the consolidated financial condition of
\nthe Persons covered thereby as of the dates thereof and the results of their
\noperations for the periods then ended, a statement of an Authorized Person of
\nMicro setting forth the details of such Default or inaccuracy and the action
\nwhich Micro has taken or proposes to take with respect thereto;<\/p>\n

(i) in the case of each Borrower, promptly following the consummation of any
\ntransaction described in Section 8.2.5<\/u>, a description in reasonable
\ndetail regarding the same; and<\/p>\n

(j) such other information respecting the condition or operations, financial
\nor otherwise, of each Borrower, or any of their respective Subsidiaries as any
\nLender through the Administrative Agent may from time to time reasonably
\nrequest.<\/p>\n

SECTION 8.1.2 Compliance with Laws, etc<\/strong>. Each Borrower will
\n(and each Borrower will cause each of its Subsidiaries to) comply in all
\nrespects with all applicable laws, rules,<\/p>\n

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\n

regulations and orders the noncompliance with which results in, or would
\nreasonably be expected to result in, a Material Adverse Effect, such compliance
\nto include (without limitation):<\/p>\n

(a) except as may be otherwise permitted pursuant to Section 8.2.5<\/u>,
\nthe maintenance and preservation of its corporate existence in accordance with
\nthe laws of the jurisdiction of its incorporation and qualification as a foreign
\ncorporation (subject to the materiality standard referred to above); and<\/p>\n

(b) the payment, before the same become delinquent, of all taxes, assessments
\nand governmental charges imposed upon it or upon its property except to the
\nextent being diligently contested in good faith by appropriate proceedings and
\nfor which adequate reserves in accordance with GAAP shall have been set aside on
\nits books; provided<\/u> that with respect to any Subsidiary that is not a
\nMaterial Subsidiary this covenant shall be satisfied if the taxes, assessments
\nor other governmental charges owing by each such Subsidiary (i) is not with
\nrespect to any income, sales or use tax and (ii) the amount so owing with
\nrespect to all such Subsidiaries does not exceed in the aggregate $1,000,000 at
\nany time.<\/p>\n

SECTION 8.1.3 Maintenance of Properties<\/strong>. Each Borrower will
\n(and each Borrower will cause each of its Subsidiaries to) maintain, preserve,
\nprotect and keep its material properties in good repair, working order and
\ncondition, and make necessary and proper repairs, renewals and replacements so
\nthat its business carried on in connection therewith may be properly conducted
\nat all times, unless such Borrower or such Subsidiary determines in good faith
\nthat the continued maintenance of any of its properties is no longer
\neconomically desirable.<\/p>\n

SECTION 8.1.4 Insurance<\/strong>. Each Borrower will (and each
\nBorrower will cause each of its Subsidiaries to) maintain, or cause to be
\nmaintained with responsible insurance companies or through such Borrower153s own
\nprogram of self-insurance, insurance with respect to its properties and business
\nagainst such casualties and contingencies and of such types and in such amounts
\nas is customary in the case of similar businesses and will, upon request of the
\nAdministrative Agent, furnish to each Lender at reasonable intervals a
\ncertificate of an Authorized Person of such Borrower setting forth the nature
\nand extent of all insurance maintained by such Borrower and each of its
\nSubsidiaries in accordance with this Section 8.1.4<\/u>.<\/p>\n

SECTION 8.1.5 Books and Records<\/strong>. Each Borrower will (and
\neach Borrower will cause each of its Subsidiaries to) keep books and records
\nwhich accurately reflect all of its business affairs and transactions and permit
\nthe Administrative Agent and each Lender, or any of their respective
\nrepresentatives, at reasonable times and intervals and upon reasonable advance
\nnotice, to visit all of its offices, to discuss its financial matters with its
\nofficers and independent public accountants (and each Borrower hereby authorizes
\nsuch independent public accountants to discuss the financial matters of such
\nBorrower and its Subsidiaries with the Administrative Agent and each Lender or
\nits representatives whether or not any representative of such Borrower is
\npresent; provided<\/u> that an officer of such Borrower is afforded a
\nreasonable opportunity to be present at any such discussion) and to examine any
\nof its relevant books or other corporate records. Micro will pay all expenses
\nassociated with the exercise of any Lender Party153s rights pursuant to this
\nSection 8.1.5<\/u> at any time during the occurrence and continuance of any
\nEvent of Default.<\/p>\n

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\n

SECTION 8.1.6 Environmental Covenant<\/strong>. Each Borrower will
\n(and each Borrower will cause each of its Subsidiaries to):<\/p>\n

(a) use and operate all of its facilities and properties in compliance with
\nall Environmental Laws which, by their terms, apply to such use and operation,
\nkeep all necessary permits, approvals, certificates, licenses and other
\nauthorizations relating to environmental matters in effect and remain in
\ncompliance therewith, and handle all Hazardous Materials in compliance with all
\nEnvironmental Laws which, by their terms, apply to such Hazardous Materials, in
\neach case so that the non-compliance with any of the foregoing does not result
\nin, or would not reasonably be expected to result in, either singly or in the
\naggregate, a Material Adverse Effect;<\/p>\n

(b) immediately notify the Administrative Agent and provide copies upon
\nreceipt of all written claims, complaints, notices or inquiries relating to the
\ncondition of its facilities and properties or compliance with Environmental Laws
\nwhich, singly or in the aggregate, result in, or would reasonably be expected to
\nresult in, a Material Adverse Effect, and shall promptly cure and have dismissed
\nwith prejudice any actions and proceedings relating to compliance with
\nEnvironmental Laws where the failure to so cure or have dismissed, singularly or
\nin the aggregate, results in, or would reasonably be expected to result in, a
\nMaterial Adverse Effect (it being understood that this clause (b)<\/u> shall
\nnot be construed to restrict any Borrower or any of its Subsidiaries from
\nchallenging or defending any such action or proceeding which it, in its sole
\ndiscretion, deems advisable or necessary); and<\/p>\n

(c) provide such information and certifications which the Administrative
\nAgent may reasonably request from time to time to evidence compliance with this
\nSection 8.1.6<\/u>.<\/p>\n

SECTION 8.1.7 Pari Passu<\/strong>. Each Borrower shall ensure that
\nsuch Borrower153s Obligations rank at least pari passu with all other senior
\nunsecured Indebtedness of such Borrower.<\/p>\n

SECTION 8.1.8 Additional Guaranty<\/strong>.<\/p>\n

(a) Micro may cause any of its Subsidiaries to execute and deliver from time
\nto time in favor of the Lender Parties an Additional Guaranty for the repayment
\nof the Obligations.<\/p>\n

(b) Concurrently when or promptly after any of its Subsidiaries (other than
\nany Foreign Subsidiary if and to the extent Micro, in consultation with the
\nAdministrative Agent, reasonably determines that adverse tax consequences would
\nresult therefrom (each a “Foreign Excluded Subsidiary<\/u>“)) either
\nguarantees any Indebtedness of Micro or any other Obligor or satisfies (at any
\ntime) the requirements hereunder which describe a Material Subsidiary, Micro
\nshall cause that Subsidiary (other than Coordination Center) to (i) execute and
\ndeliver in favor of the Lender Parties an Additional Guaranty for the repayment
\nof the Obligations which Additional Guaranty (including, without limitation, any
\nAdditional Guaranty executed and delivered by an Acceding Borrower pursuant to\n<\/p>\n

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\n

Section 6.3.3<\/u>) shall be in substantially the form of Exhibit I<\/u>
\nattached hereto, shall be governed by the laws of the State of New York, and
\nshall contain such other terms and provisions as the Administrative Agent
\ndetermines to be necessary or appropriate (after consulting with legal counsel)
\nin order that such Additional Guaranty complies with local laws, rules, and
\nregulations and is fully enforceable (at least to the extent of the form of
\nAdditional Guaranty attached as Exhibit I<\/u>) against such Additional
\nGuarantor.<\/p>\n

SECTION 8.1.9 Intra-Group Agreement, etc<\/strong>. In the event any
\nSubsidiary of Micro enters into an Additional Guaranty pursuant to Section
\n6.3.3<\/u> or 8.1.8<\/u>, an Authorized Person of such Subsidiary shall (a) in
\nthe event such Subsidiary is the first Subsidiary of Micro to enter into an
\nAdditional Guaranty, together with an Authorized Person of Micro, execute and
\ndeliver to the Administrative Agent (with counterparts for each Lender) the
\nIntra-Group Agreement or (b) in the event the Intra-Group Agreement has
\npreviously been so executed and delivered and is then in effect, execute and
\ndeliver to the Administrative Agent (with counterparts for each Lender) such
\ninstruments and documents evidencing accession of such Subsidiary under the
\nIntra-Group Agreement then in effect as the Administrative Agent may reasonably
\nrequest. Except to add additional Subsidiaries of Micro as parties thereto, the
\nterms of the Intra-Group Agreement shall not be amended or otherwise modified
\nwithout the prior consent of the Administrative Agent on behalf of and as
\ndirected by the Required Lenders, such consent not to be unreasonably withheld.
\nIn addition, no Person a party to the Intra-Group Agreement shall assign any of
\nits rights or obligations thereunder without the prior consent of the
\nAdministrative Agent, such consent not to be unreasonably withheld.<\/p>\n

SECTION 8.1.10 Ownership of Borrowers.<\/strong> Micro shall at all
\ntimes, directly or indirectly, hold 100% of the equity (or similar) interests of
\neach Borrower (other than itself).<\/p>\n

SECTION 8.2 Negative Covenants.<\/strong> Each Borrower agrees with
\nthe Agents and each Lender that, until all the Commitments have terminated and
\nall Obligations have been paid and performed in full, each Borrower will perform
\nits respective obligations set forth in this Section 8.2<\/u>.<\/p>\n

SECTION 8.2.1 Restriction on Incurrence of Indebtedness<\/strong>.\n<\/p>\n

(a) No Borrower will (and no Borrower will permit any of its Subsidiaries to)
\ncreate, incur, assume or suffer to exist or otherwise become or be liable in
\nrespect of any Indebtedness, other than the following:<\/p>\n

(i) Any Indebtedness arising in respect of the Credit Extensions;<\/p>\n

(ii) Indebtedness existing as of July 2, 2011, or incurred pursuant to
\ncommitments or lines of credit in effect as of July 2, 2011, (or any renewal or
\nreplacement thereof, so long as such renewals or replacements do not increase
\nthe amount of such Indebtedness or such commitments or lines of credit), in any
\ncase identified in Item 8.2.1(a)(ii)<\/u> (Ongoing Indebtedness) of the
\nDisclosure Schedule; and<\/p>\n

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\n

(iii) additional Indebtedness if after giving effect to the incurrence
\nthereof the Borrowers are in compliance with Section 8.2.3<\/u>, calculated as
\nof the date of the incurrence of such additional Indebtedness, on a pro forma
\nbasis;<\/p>\n

provided<\/u> that, notwithstanding the foregoing, Coordination Center
\nshall not, at any time, create, incur, assume or suffer to exist or otherwise
\nbecome liable in respect of any Indebtedness that is senior in right of payment
\nto its Obligations hereunder.<\/p>\n

(b) Micro will not at the end of any Fiscal Period permit (i) Total
\nIndebtedness of Subsidiaries (other than Indebtedness of any Guarantor under any
\nLoan Document and Indebtedness constituting Acquired Existing Debt and Liens) to
\nexceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m)<\/u> to
\nbe violated.<\/p>\n

SECTION 8.2.2 Restriction on Incurrence of Liens<\/strong>. No
\nBorrower will (and no Borrower will permit any of its Subsidiaries to) create,
\nincur, assume or suffer to exist any Lien upon any of its property, revenues or
\nassets, whether now owned or hereafter acquired, except:<\/p>\n

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

(b) Liens for taxes, assessments or other governmental charges or levies not
\nat the time delinquent or thereafter payable without penalty or being diligently
\ncontested in good faith by appropriate proceedings and for which adequate
\nreserves in accordance with GAAP shall have been set aside on its books;<\/p>\n

(c) Liens of carriers, warehousemen, mechanics, materialmen and landlords
\nincurred in the ordinary course of business for sums not overdue or being
\ndiligently contested in good faith by appropriate proceedings and for which
\nadequate reserves in accordance with GAAP shall have been set aside on its
\nbooks;<\/p>\n

(d) Liens incurred in the ordinary course of business in connection with
\nworkers153 compensation, unemployment insurance or other forms of governmental
\ninsurance or benefits, or to secure performance of statutory obligations, leases
\nand contracts (other than for borrowed money) entered into in the ordinary
\ncourse of business or to secure obligations on surety or appeal bonds;<\/p>\n

(e) (i) Judgment Liens of an amount not exceeding at any time either 7.25% of
\nConsolidated Tangible Net Worth at the end of the most recently ended Fiscal
\nPeriod or $100,000,000, whichever is less, in the aggregate or (ii) Liens
\nrelated to the Brazilian\/ISS Judgment in an amount not to exceed the Maximum
\nBrazilian\/ISS<\/p>\n

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\n

Judgment Amount, or, in each case, with respect to which execution has been
\nstayed or the payment of which is covered in full (subject to a customary
\ndeductible) by insurance maintained with responsible insurance companies and for
\nwhich, within 30 days of such judgment, the insurance carrier has acknowledged
\ncoverage in writing;<\/p>\n

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

(g) Liens resulting from utility easements, building restrictions and such
\nother encumbrances or charges against real property as are of a nature generally
\nexisting with respect to properties of a similar character and which do not in
\nany material may affect the marketability of the same or interfere with the use
\nthereof in the business of any Borrower or any of its Subsidiaries;<\/p>\n

(h) Liens incurred in the normal course of business in connection with
\nbankers153 acceptance financing or used in the ordinary course of trade practices,
\nstatutory lessor and vendor privilege liens and liens in connection with ad
\nvalorem taxes not yet due, good faith bids, tenders and deposits;<\/p>\n

(i) Liens in favor of any bank on property or assets held in the ordinary
\ncourse of business in accounts maintained with such bank in connection with
\ntreasury, depositary and cash management services, Pooling Arrangements or
\nautomated clearing house transfers of funds;<\/p>\n

(j) Liens on all goods held for sale on consignment;<\/p>\n

(k) Liens granted by any Subsidiary of Micro in favor of Micro or in favor of
\nanother Subsidiary of Micro that is the parent of such Subsidiary granting the
\nLien, other than Liens granted by a Guarantor to a Subsidiary of Micro that is
\nnot a Guarantor; provided<\/u> that no Person that is not a Subsidiary of
\nMicro shall be secured by or benefit from any such Lien;<\/p>\n

(l) Liens of the nature referred to in clause (b)<\/u> of the definition of
\nthe term “Lien” and granted to a purchaser or any assignee of such purchaser
\nwhich has financed the relevant purchase of Trade Accounts Receivable of any
\nBorrower or any of their respective Subsidiaries and Liens on any related
\nproperty that would ordinarily be subject to a Lien in connection therewith such
\nas proceeds and records;<\/p>\n

(m) Liens on Trade Accounts Receivable or interests therein of Micro or any
\nof its Subsidiaries with respect to any accounts receivable securitization
\nprogram (including any accounts receivable securitization program structured as
\nsuch that remains<\/p>\n

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\n

on the consolidated balance sheet of Micro and its Consolidated Subsidiaries)
\nand on any related property that would ordinarily be subject to a Lien in
\nconnection therewith such as proceeds and records; and<\/p>\n

(n) Additional Permitted Liens.<\/p>\n

SECTION 8.2.3 Financial Condition<\/strong>. Micro will not permit any
\nof the following:<\/p>\n

(a) the ratio of (i) Consolidated EBITDA for any period of four consecutive
\nFiscal Periods to (ii) Consolidated Interest Charges for such period to be less
\nthan 2.75 to 1.0;<\/p>\n

(b) the Leverage Ratio to exceed 4.00 to 1.0;<\/p>\n

provided<\/u> that, for purposes of calculating the preceding ratios the
\ncontribution of any Subsidiary of Micro acquired (to the extent the acquisition
\nis treated for accounting purposes as a purchase) during those four Fiscal
\nPeriods to Consolidated EBITDA shall be calculated on a pro forma basis as if it
\nhad been a Subsidiary of Micro during all of those four Fiscal Periods.<\/p>\n

SECTION 8.2.4 Dividends<\/strong>.<\/p>\n

(a) Except as permitted by Section 8.2.4(b)<\/u>, Micro will not declare or
\npay any dividends (in cash, property, or obligations) or any other payments or
\ndistributions on account of, or set apart money for a sinking or analogous fund
\nfor, or purchase, redeem, retire or otherwise acquire for value, any shares of
\nits capital stock now or hereafter outstanding or any warrants, options or other
\nrights to acquire the same; return any capital to its stockholders as such; or
\nmake any distribution of assets to its stockholders as such (each a
\n“Restricted Payment<\/u>“).<\/p>\n

(b) Micro shall be permitted to (i) redeem, purchase or acquire any of its
\nIndebtedness that is convertible into its capital stock and (ii) make other
\nRestricted Payments; provided<\/u> that (x) no Restricted Payment shall be
\npermitted to be made under this Section 8.2.4<\/u> if any Default shall have
\noccurred and be continuing or would occur after giving effect thereto on the
\ndate such Restricted Payment is made and (y) solely in the case of any
\nRestricted Payments pursuant to clause (ii) above, if the Leverage Ratio for
\neither of the two Fiscal Periods immediately last ended before the date that
\nsuch Restricted Payment is made equals or exceeds 3.00 to 1.00 (the first such
\nFiscal Period in which the Leverage Ratio equaled or exceeded 3.00 to 1.00 being
\nthe “Non-Compliance Period<\/u>“), no Restricted Payment may be made in any
\nperiod of four consecutive Fiscal Periods commencing on or following the
\nNon-Compliance Period if, together with all other Restricted Payments made or
\ndeclared during such period of four consecutive Fiscal Periods, such Restricted
\nPayment would exceed $200,000,000 until the Leverage Ratio has been less than
\n3.00 to 1.00 for<\/u> two consecutive Fiscal Periods and provided<\/u>
\nfurther<\/u> that in the case of any Restricted Payment constituting a
\ndividend, the applicable date of determination under clauses (x) and (y) above
\nshall be the date such dividend is declared rather than the date it is paid, it
\nbeing understood that any dividend declared in compliance with this Section
\n8.2.4(b)<\/u> may be paid without contravention of this Section <\/u><\/p>\n

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\n

8.2.4<\/u> even if, as of the date of its payment, it would not be
\npermitted under clause (x) or (y) above (and, for purposes of calculations
\npursuant to clause (y), such dividend shall be included solely in the Fiscal
\nPeriod in which it was declared).<\/p>\n

SECTION 8.2.5 Mergers, Consolidations, Substantial Asset Sales, and
\nDissolutions<\/strong>. No Borrower may merge or consolidate with another Person,
\nor sell, lease, transfer, or otherwise dispose of assets constituting all or
\nsubstantially all of the assets of Micro and its Consolidated Subsidiaries
\n(taken as a whole) to another Person, or liquidate or dissolve, except for the
\nfollowing so long as, in each case, no Event of Default exists or would exist
\nafter giving effect to the following:<\/p>\n

(a) An Acceding Borrower may liquidate or dissolve, or merge or consolidate
\nwith another Person, or sell, lease, transfer, or otherwise dispose of all or
\nsubstantially all of its assets to another Obligor, so long as, in each case (i)
\nan Obligor is the surviving entity of any such liquidation, dissolution, merger,
\nor consolidation or the transferee of such assets, and (ii) Micro is the
\nsurviving entity if involved in such a merger or consolidation.<\/p>\n

(b) Coordination Center may merge or consolidate with another Person if
\neither (i) Coordination Center is the surviving entity or (ii) the surviving
\nPerson (A) is organized and in good standing under the laws of The Kingdom of
\nBelgium and (B) expressly assumes Coordination Center153s Obligations in a written
\nagreement satisfactory in form and substance to the Required Lenders.<\/p>\n

(c) Micro may merge or consolidate with another Person if:<\/p>\n

(i) either Micro is the surviving entity or the surviving Person (A) is
\norganized and in good standing under the laws of a State of the United States
\nand (B) expressly assumes Micro153s Obligations in a written agreement
\nsatisfactory in form and substance to the Required Lenders; and<\/p>\n

(ii) unless Micro is the surviving entity in a merger or consolidation that
\ndoes not constitute a Material Asset Acquisition, Micro delivers to the
\nAdministrative Agent, before the merger or consolidation becomes effective, a
\ncertificate of Micro153s chief executive officer, chief financial officer, or
\nTreasurer stating and demonstrating in reasonable detail that (assuming such
\nproposed transaction had been consummated on the first day of the most recently
\nended period of four Fiscal Periods for which financial statements have been or
\nare required to have been delivered pursuant to Section 8.1.1<\/u>) Micro (or
\nthe other surviving Person) would have been, on a pro forma basis, in compliance
\nwith each of the covenants set forth in Section 8.2.3<\/u> as of the last day
\nof such period.<\/p>\n

SECTION 8.2.6 Transactions with Affiliates<\/strong>. Except in the
\nordinary course of business, no Borrower will (and no Borrower will permit any
\nof its Subsidiaries to), directly or indirectly, pay any funds to or for the
\naccount of, make any investment (whether by acquisition of stock or
\nIndebtedness, by loan, advance, transfer of property, guarantee or other
\nagreement to pay, purchase or service, directly or indirectly, any Indebtedness,
\nor otherwise) in, lease, sell,<\/p>\n

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\n

transfer, or otherwise dispose of any assets, tangible or intangible, to, or
\nparticipate in, or effect, any transaction with, any Affiliate (any such
\npayment, investment, lease, sale, transfer, other disposition or transaction, an
\n“Affiliate Transaction<\/u>“) except on an arms-length basis on terms at least
\nas favorable to such Borrower (or such Subsidiary) as terms that could have been
\nobtained from a third party who was not an Affiliate; provided<\/u> that:<\/p>\n

(a) the foregoing provisions of this Section 8.2.6<\/u> do not prohibit (i)
\nagreements with or for the benefit of employees of such Borrower or any
\nSubsidiaries regarding bridge home loans and other loans necessitated by the
\nrelocation of such Borrower153s or such Subsidiary153s business or employees, or
\nregarding short-term hardship advances, (ii) loans to officers or employees of
\nsuch Borrower or any of its Subsidiaries in connection with the exercise of
\nrights under such Borrower153s stock option or stock purchase plan, (iii) any such
\nPerson from declaring or paying any lawful dividend or other payment ratably in
\nrespect of all of its capital stock of the relevant class so long as, in the
\ncase of Micro, after giving effect thereto, no Default shall have occurred and
\nbe continuing, (iv) any Affiliate Transaction between Micro and any of its
\nSubsidiaries or between any Subsidiaries of Micro, or (v) any Affiliate
\nTransaction (other than any Affiliate Transaction described in clauses
\n(i)<\/u> through (iv)<\/u> above) in which the amount involved does not exceed
\n$50,000; and<\/p>\n

(b) the Borrowers shall not, nor shall they permit any of their respective
\nSubsidiaries to, participate in effect any Affiliate Transactions otherwise
\npermitted pursuant to this Section 8.2.6<\/u> which either individually or in
\nthe aggregate may involve obligations that are reasonably likely to have a
\nMaterial Adverse Effect. The approval by the independent directors of the Board
\nof Directors of the relevant Borrower (or the relevant Subsidiary thereof) of
\nany Affiliate Transaction to which such Borrower (or the relevant Subsidiary
\nthereof) is a party shall create a rebuttable presumption that such Affiliate
\nTransaction is on an arms-length basis on terms at least as favorable to such
\nBorrower (or the relevant Subsidiary thereof) as terms that could have been
\nobtained from a third party who was not an Affiliate.<\/p>\n

SECTION 8.2.7 Limitations on Acquisitions<\/strong>.<\/p>\n

(a) No Borrower may make any Material Asset Acquisition unless no Event of
\nDefault exists or would exist after giving effect to the proposed Material Asset
\nAcquisition.<\/p>\n

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

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\n

(c) Notwithstanding any contrary provision in this Section 8.2.7<\/u>, the
\nBorrowers shall not (and shall not permit their respective Subsidiaries to) (i)
\ndirectly or indirectly use the proceeds of any Credit Extension to make any
\nAcquisition unless, if the board of directors of the Person to be acquired has
\nnotified Micro or any of its Subsidiaries that it opposes the offer by the
\nproposed purchaser to acquire that Person, then that opposition has been
\nwithdrawn, or (ii) make any Acquisition unless, if the proposed Acquisition is
\nstructured as a merger or consolidation, it will be consummated in compliance
\nwith Section 8.2.5<\/u>.<\/p>\n

(d) Execution and delivery of each Continuation Notice shall constitute the
\nrelevant Borrower153s representation and warranty that the Borrowers are not then
\nin violation of Section 8.2.7(c)(i)<\/u>.<\/p>\n

SECTION 8.2.8 Limitation on Businesses<\/strong>. Micro and its
\nSubsidiaries, considered as a whole, will not engage principally in businesses
\nother than those conducted by Micro and its Subsidiaries on the date hereof, as
\ndescribed in the preamble of this Agreement.<\/p>\n

ARTICLE IX <\/strong><\/p>\n

EVENTS OF DEFAULT <\/strong><\/p>\n

SECTION 9.1<\/strong> Listing of Events of Default<\/strong>.
\nAny of the following events or occurrences described in this Section 9.1<\/u>
\nshall constitute an “Event of Default<\/u>“.<\/p>\n

SECTION 9.1.1 Non-Payment of Obligations<\/strong>. A default shall
\noccur in the payment or prepayment when due (a) by any Borrower of any principal
\nof any Loan, (b) by any Borrower of any interest on any Loan, (c) by any
\nBorrower of any Reimbursement Obligation or any deposit of cash for collateral
\npurposes pursuant to Section 3.2.2<\/u> or 3.2.4<\/u> or (d) by any
\nGuarantor of any Guaranteed Obligation (as defined in such Guarantor153s
\nGuaranty), and, in the case of clauses (b)<\/u> or (d)<\/u>, such default
\nshall continue unremedied for a period of five Business Days.<\/p>\n

SECTION 9.1.2 Breach of Warranty<\/strong>. Any representation or
\nwarranty of any Obligor made or deemed to be made hereunder or in any other Loan
\nDocument executed by it or in any other writing or certificate furnished by or
\non behalf of any Obligor to the Administrative Agent or any Lender for the
\npurposes of or in connection with this Agreement or any such other Loan Document
\n(including any certificates delivered pursuant to Article VI<\/u>) is or shall
\nbe incorrect when made in any material respect.<\/p>\n

SECTION 9.1.3 Non-Performance of Certain Covenants and
\nObligations<\/strong>. Any Obligor shall default in the due performance and
\nobservation of any of its obligations under Section 8.2.2<\/u> (excluding the
\ninvoluntary incurrence of Liens involving individually or collectively amounts
\nin controversy or encumbered assets or both having a value of less than
\n$100,000,000 at any time, which involuntary incurrences are subject to
\nSection 9.1.4<\/u>), Section 8.2.3<\/u>, Section 8.2.4<\/u>, or
\nSection 8.2.5<\/u>.<\/p>\n

SECTION 9.1.4 Non-Performance of Other Covenants and
\nObligations<\/strong>. Any Obligor shall default in the payment when due of any
\nfee or any other Obligation not subject to Section 9.1.1<\/u>, or the due
\nperformance and observance of any other covenant, agreement or<\/p>\n

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\n

obligation contained herein or in any other Loan Document, and such default
\nshall continue unremedied for a period of 30 days after Micro obtains actual
\nknowledge thereof or notice thereof shall have been given to Micro by the
\nAdministrative Agent or any Lender.<\/p>\n

SECTION 9.1.5 Default on Indebtedness<\/strong>. A default shall occur
\nin the payment when due (subject to any applicable grace period), whether by
\nacceleration or otherwise, of any Indebtedness of any Obligor or any of its
\nSubsidiaries (other than Indebtedness described in Section 9.1.1<\/u> or
\nIndebtedness which is non-recourse to any Obligor, or any Subsidiary of any
\nObligor) having an outstanding aggregate principal amount, for Micro and its
\nSubsidiaries as a group, in excess of the lesser of (a) (i) 5% of Consolidated
\nTangible Net Worth for the then most recently ended Fiscal Period, individually,
\nor (ii) 10% of Consolidated Tangible Net Worth for the then most recently ended
\nFiscal Period, when taken together with (A) all other Indebtedness under which a
\ndefault (payment or otherwise) has occurred and is then continuing and (B) the
\nSecuritization Financing Amount of all Securitization Defaults described in
\nSection 9.1.10<\/u> that have occurred and are then continuing and (b)
\n$100,000,000 (or the equivalent thereof in any other currency), or a default
\nshall occur in the performance or observance of any obligation or condition with
\nrespect to such Indebtedness if the effect of such default is to cause, or
\n(without the giving of further notice or lapse of additional time) to permit the
\nholder or holders of such Indebtedness, or any trustee or agent for such holders
\nto cause, the maturity of any such Indebtedness to be accelerated or such
\nIndebtedness to be prepaid, redeemed, purchased, defeased or otherwise to become
\ndue and payable prior to its expressed maturity.<\/p>\n

SECTION 9.1.6 Judgments<\/strong>. (x) Any judgment or order for the
\npayment of money in excess of (individually or in the aggregate), for Micro and
\nits Subsidiaries as a group, an amount equal at any time to either 7.25% of
\nConsolidated Tangible Net Worth at the end of the most recently ended Fiscal
\nPeriod or $100,000,000, whichever is less (or, in either case, the equivalent
\nthereof in any other currency), shall be rendered against any Obligor or any of
\ntheir respective Subsidiaries or (y) the Brazilian\/ISS Judgment shall be
\nrendered in an amount in excess of the Maximum Brazilian\/ISS Judgment Amount,
\nand, in each case, either:<\/p>\n

(a) enforcement proceedings shall have been commenced and be continuing by
\nany creditor upon such judgment or order for any period of 30 consecutive days;
\nor<\/p>\n

(b) there shall be any period during which a stay of enforcement of such
\njudgment or order, by reason of a pending appeal or otherwise, shall not be in
\neffect.<\/p>\n

SECTION 9.1.7 Pension Plans<\/strong>. Any of the following events
\nshall occur with respect to any Pension Plan:<\/p>\n

(a) the institution of any steps by any Obligor, any member of its Controlled
\nGroup or any other Person to terminate a Pension Plan if, as a result of such
\ntermination, any such Obligor or any such member could be required to make a
\ncontribution in excess of $100,000,000 (or the equivalent thereof in any other
\ncurrency), to such Pension Plan, or could reasonably expect to incur a liability
\nor obligation in excess of $100,000,000 (or the equivalent thereof in any other
\ncurrency), to such Pension Plan; or<\/p>\n

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\n

(b) a contribution failure occurs with respect to any Pension Plan sufficient
\nto give rise to a Lien under Section 302(f) of ERISA.<\/p>\n

SECTION 9.1.8 Bankruptcy, Insolvency, etc<\/strong>. Any Obligor or
\nany Material Subsidiary shall:<\/p>\n

(a) become insolvent or generally fail to pay, or admit in writing its
\ninability to pay, debts as they become due;<\/p>\n

(b) apply for, consent to, or acquiesce in, the appointment of a trustee,
\nreceiver, administrative receiver, sequestrator, liquidator or other custodian
\nfor it, its property, or make a general assignment for the benefit of creditors;\n<\/p>\n

(c) in the absence of such application, consent or acquiescence, permit or
\nsuffer to exist the appointment of a trustee, administrative receiver, receiver,
\nsequestrator, liquidator or other custodian for it or for a substantial part of
\nits property, and such trustee, receiver, sequestrator, liquidator or other
\ncustodian shall not be discharged within 60 days; provided<\/u> that each
\nObligor and each Material Subsidiary hereby expressly authorizes each Lender
\nParty to appear in any court conducting any relevant proceedings during such
\n60-day period to preserve, protect and defend its rights under this Agreement
\nand the other Loan Documents;<\/p>\n

(d) permit or suffer to exist the commencement of any bankruptcy,
\nreorganization, debt arrangement or other case or proceeding under any
\nbankruptcy or insolvency law, or any dissolution, winding up or liquidation
\nproceeding, in respect of any Obligor or any Material Subsidiary thereof, as the
\ncase may be, and, if any such case or proceeding is not commenced by such
\nPerson, such case or proceeding shall be consented to or acquiesced in by such
\nObligor or Material Subsidiary, as the case may be, or shall result in the entry
\nof an order for relief or shall remain for 60 days unstayed or undismissed;
\nprovided<\/u> that each Obligor and each Material Subsidiary hereby expressly
\nauthorizes each Lender Party to appear in any court conducting any such case or
\nproceeding during such 60-day period to preserve, protect and defend its rights
\nunder this Agreement and the other Loan Documents; or<\/p>\n

(e) take any action authorizing, or in furtherance of, any of the foregoing.\n<\/p>\n

SECTION 9.1.9 Guaranties<\/strong>. Any of the Guaranties or any
\nprovisions thereof shall be found or held invalid or unenforceable by a court of
\ncompetent jurisdiction or shall have ceased to be effective because of the
\nmerger, dissolution or liquidation of a Guarantor (other than as may result from
\na transaction permitted pursuant to Section 8.2.5<\/u> or by reason of a
\nmerger of Guarantor under one Guaranty into the Guarantor under another
\nGuaranty) or any Guarantor shall have repudiated its obligations under a
\nGuaranty.<\/p>\n

SECTION 9.1.10 Default Under Trade Accounts Receivable Financing
\nPrograms.<\/strong> Any early liquidation, termination or similar event shall
\nhave occurred and be continuing under any outstanding Trade Accounts Receivable
\nFinancing Program of Micro or any of its Consolidated Subsidiaries on account of
\nthe failure by Micro or any of its Subsidiaries to comply with any applicable
\nprovision in the agreements governing said program or to satisfy any<\/p>\n

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\n

condition required to be met by it thereunder (each a “Securitization
\nDefault<\/u>“), the Securitization Financing Amount of which is in excess of the
\nlesser of (a) (i) 5% of Consolidated Tangible Net Worth for the then most
\nrecently ended Fiscal Period, individually, or (ii) 10% of Consolidated Tangible
\nNet Worth for the then most recently ended Fiscal Period, when taken together
\nwith (A) the Securitization Financing Amount of all other Securitization
\nDefaults that have occurred and are then continuing and (B) all Indebtedness
\nunder which a default described in Section 9.1.5<\/u> has occurred and is then
\ncontinuing and (b) $100,000,000 (or the equivalent thereof in any other
\ncurrency).<\/p>\n

SECTION 9.2 Action if Bankruptcy<\/strong>. If any Event of Default
\ndescribed in Section 9.1.8<\/u> shall occur, the Commitments (if not
\ntheretofore terminated) shall automatically terminate and the outstanding
\nprincipal amount of all outstanding Loans and all other Obligations shall
\nautomatically be and become immediately due and payable, without notice or
\ndemand.<\/p>\n

SECTION 9.3 Action if Other Event of Default<\/strong>. If any Event
\nof Default (other than any Event of Default described in Section 9.1.8<\/u>)
\nshall occur for any reason, whether voluntary or involuntary, and be continuing,
\nthe Administrative Agent, upon the direction of the Required Lenders, shall by
\nnotice to Micro declare all or any portion of the outstanding principal amount
\nof the Loans and all other Obligations to be due and payable and\/or the
\nCommitments to be terminated, whereupon the full unpaid amount of the Loans and
\nall other Obligations which shall be so declared due and payable shall be and
\nbecome immediately due and payable, without further notice, demand or
\npresentment, and\/or, as the case may be, the Commitments shall terminate.
\nNotwithstanding anything to the contrary contained herein or in any other Loan
\nDocument, the authority to enforce rights and remedies hereunder and under the
\nother Loan Documents shall be vested exclusively in, and all actions and
\nproceedings at law in connection with such enforcement shall be instituted and
\nmaintained exclusively by, the Administrative Agent in accordance with this
\nSection and at the instruction of the Required Lenders for the benefit of all
\nthe Lenders and the Issuer; provided<\/u>, however<\/u>, that the foregoing
\nshall not prohibit (i) the Issuer or the Swing Line Lender from exercising the
\nrights and remedies that inure to its benefit (solely in its capacity as Issuer
\nor Swing Line Lender, as the case may be) hereunder and under the other Loan
\nDocuments, or (ii) any Lender from exercising setoff rights in accordance with
\nthe terms of this Agreement.<\/p>\n

SECTION 9.4 Cash Collateral<\/strong>. If any Event of Default shall
\noccur for any reason, whether voluntary or involuntary, and shall not have been
\ncured or waived and shall be continuing and the Obligations are or have been
\ndeclared due and payable under Section 9.2<\/u> or 9.3<\/u>, the
\nAdministrative Agent may apply any cash collateral held by the Administrative
\nAgent pursuant of Section 3.2.4<\/u> to the payment of the Obligations in any
\norder in which the Required Lenders may elect.<\/p>\n

ARTICLE X <\/strong><\/p>\n

AGENTS <\/strong><\/p>\n

SECTION 10.1 Authorization and Actions<\/strong>. Each Lender hereby
\nappoints Scotia Capital as the Administrative Agent and BOA, BNP, RBS and Union
\nas the Syndication Agents<\/p>\n

-84-<\/p>\n

\n

under, and for the purposes set forth in, this Agreement and each other Loan
\nDocument. Each Lender authorizes each Agent to act on behalf of such Lender
\nunder this Agreement and each other Loan Document and in the absence of other
\nwritten instructions from the Required Lenders received from time to time by the
\nAgents (with respect to which each Agent agrees that it will comply, except as
\notherwise provided in this Section 10.1<\/u> or as otherwise advised by
\ncounsel), to exercise such powers hereunder and thereunder as are specifically
\ndelegated to or required of the Agents by the terms hereof and thereof, together
\nwith such powers as may be reasonably incidental thereto. Each Lender hereby
\nindemnifies (which indemnity shall survive any termination of this Agreement)
\neach Agent pro rata according to such Lender153s Percentage, from and against any
\nand all liabilities, obligations, losses, damages, claims, costs or expenses of
\nany kind or nature whatsoever which at any time may be imposed on, incurred by,
\nor asserted against, each Agent in any way relating to or arising out of this
\nAgreement or any other Loan Document, including reasonable attorneys153 fees, and
\nas to which any Agent is not reimbursed by Micro or the other Obligors (and
\nwithout limiting any of their obligation to do so); provided<\/u> that no
\nLender shall be liable for the payment of any portion of such liabilities,
\nobligations, losses, damages, claims, costs or expenses which are determined by
\na court of competent jurisdiction in a final proceeding to have resulted solely
\nfrom such Agent153s gross negligence or willful misconduct. No Agent shall be
\nrequired to take any action hereunder or under any other Loan Document, or to
\nprosecute or defend any suit in respect of this Agreement or any other Loan
\nDocument, unless it is indemnified hereunder to its satisfaction. If any
\nindemnity in favor of any Agent shall be or become, in such Agent153s
\ndetermination, inadequate, the Administrative Agent may call additional
\nindemnification from the Lenders and cease to do the acts indemnified against
\nhereunder until such additional indemnity is given.<\/p>\n

SECTION 10.2 Funding Reliance, etc<\/strong>. Unless the
\nAdministrative Agent shall have been notified by telephone, confirmed in
\nwriting, by any Lender by 5:00 p.m., Applicable Time, on the Business Day prior
\nto the making of a Loan that such Lender will not make available an amount which
\nwould constitute its Percentage of such requested Loan on the date specified
\ntherefor, the Administrative Agent may assume that such Lender has made such
\namount available to the Administrative Agent and, in reliance upon such
\nassumption, make available to the relevant Borrower a corresponding amount. If
\nand to the extent that such Lender shall not have made such amount available to
\nthe Administrative Agent, such Lender and the relevant Borrower severally agree,
\nto pay the Administrative Agent forthwith on demand such corresponding amount
\ntogether with interest thereon, for each day from the date the Administrative
\nAgent made such amount available to the relevant Borrower to the date such
\namount is repaid to the Administrative Agent at an annual interest rate equal to
\nthe Administrative Agent153s Cost of Funds for the first day that the
\nAdministrative Agent made such amounts available and thereafter at a rate of
\ninterest equal to the interest rate applicable at the time to the requested
\nLoan.<\/p>\n

SECTION 10.3 Exculpation<\/strong>. No Agent nor any of their
\nrespective directors, officers, employees or agents shall be liable to any
\nLender for any action taken or omitted to be taken by it under this Agreement or
\nany other Loan Document, or in connection herewith or therewith, except for its
\nown willful misconduct or gross negligence, nor be responsible for any recitals
\nor warranties herein or therein, nor for the effectiveness, enforceability,
\nvalidity or due execution of this Agreement or any other Loan Document, nor to
\nmake any inquiry respecting the performance by any Obligor of its obligations
\nhereunder or under any other Loan Document<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

(except that the Administrative Agent shall confirm receipt of the items
\nrequired to be delivered to it pursuant to Section 6.1<\/u>). Any such inquiry
\nwhich may be made by any Agent shall not obligate it to make any further inquiry
\nto take any action. Each Agent shall be entitled to rely upon advice of counsel
\nconcerning legal matters and upon any notice, consent, certificate, statement or
\nwriting which each such Agent believes to be genuine and to have been presented
\nby a proper Person.<\/p>\n

SECTION 10.4 Successor<\/strong>. Any Agent may resign as such at any
\ntime upon at least 30 days153 prior notice to Micro and all the Lenders. If an
\nAgent shall at any time resign, the Required Lenders, after consultations with
\nMicro, may appoint another Lender as a successor Administrative Agent or
\nSyndication Agent, as the case may be, whereupon such Lender shall become the
\nAdministrative Agent or a Syndication Agent hereunder, as the case may be. If no
\nsuccessor Administrative Agent or Syndication Agent shall have been so appointed
\nby the Required Lenders, and shall have accepted such appointment, within 30
\ndays after the retiring Administrative Agent153s or Syndication Agent153s giving
\nnotice of resignation, then the retiring Administrative Agent or Syndication
\nAgent may, on behalf of the Lenders, after consultations with Micro, appoint a
\nsuccessor Administrative Agent or Syndication Agent, as the case may be, which
\nshall be one of the Lenders or a commercial banking institution that is
\norganized under the laws of the United States or any State thereof (or a branch
\nor agency of either) and that has a combined capital and surplus of at least
\n$500,000,000. Upon acceptance of any appointment as Administrative Agent or
\nSyndication Agent hereunder, as the case may be, by a successor Administrative
\nAgent or Syndication Agent, as the case may be, such successor Administrative
\nAgent or Syndication Agent shall be entitled to receive from the retiring
\nAdministrative Agent or Syndication Agent such documents of transfer and
\nassignment as such successor Administrative Agent or Syndication Agent, as the
\ncase may be, may reasonably request, and shall thereupon succeed to and become
\nvested with all rights, powers, privileges and duties of the retiring
\nAdministrative Agent or Syndication Agent, as the case may be, and the retiring
\nAdministrative Agent or Syndication Agent shall be discharged from its duties
\nand obligations under this Agreement. After any retiring Administrative Agent153s
\nor Syndication Agent153s resignation hereunder as the Administrative Agent or a
\nSyndication Agent, as the case may be, the provisions of:<\/p>\n

(a) this Article X<\/u> shall inure to its benefit as to any actions taken
\nor omitted to be taken by it while it was the Administrative Agent or a
\nSyndication Agent under this Agreement; and<\/p>\n

(b) Sections 11.3<\/u> and 11.4<\/u> shall continue to inure to its
\nbenefit.<\/p>\n

SECTION 10.5 Credit Extensions by an Agent<\/strong>. Each Agent shall
\nhave the same rights and powers with respect to the Credit Extensions made by it
\nor any of its Affiliates in its capacity as a Lender and may exercise the same
\nas if it were not an Agent hereunder. Each Agent and its respective Affiliates
\nmay accept deposits from, lend money to, and generally engage in any kind of
\nbusiness with any Obligor or Subsidiary of any thereof as if it were not an
\nAgent hereunder.<\/p>\n

SECTION 10.6 Credit Decisions<\/strong>. Each Lender acknowledges that
\nit has, independently of the Agents and each other Lender, and based on such
\nLender153s review of the<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

financial information of each Obligor, this Agreement, the other Loan
\nDocuments (the terms and provisions which being satisfactory to such Lender) and
\nsuch other documents, information and investigations as such Lender has deemed
\nappropriate, made its own credit decision to make available its Commitment. Each
\nLender also acknowledges that it will, independently of the Agents and each
\nother Lender, and based on such other documents, information and investigations
\nas it shall deem appropriate at any time, continue to make its own credit
\ndecisions as to exercising or not exercising from time to time any rights and
\nprivileges available to it under this Agreement or any other Loan Document.<\/p>\n

SECTION 10.7 Copies, etc<\/strong>. The Administrative Agent shall
\ngive prompt notice to each Lender of each notice or request required or
\npermitted to be given to the Administrative Agent by any Obligor pursuant to the
\nterms of this Agreement or any other Loan Document (unless concurrently
\ndelivered to the Lenders by such Obligor). The Administrative Agent will
\ndistribute to each Lender each document or instrument received for its account,
\nand copies of all other communications received by the Administrative Agent from
\nany Obligor, for distribution to the Lenders by the Administrative Agent in
\naccordance with the terms of this Agreement or any other Loan Document.<\/p>\n

SECTION 10.8 Joint Lead Arrangers and other Agents<\/strong>. Anything
\nherein to the contrary notwithstanding, the Joint Lead Arrangers, the
\nCo-Bookrunners and the Syndication Agents listed on the cover page hereof shall
\nnot have any duties or responsibilities under this Agreement, except in their
\ncapacity, if any, as Administrative Agent or Lender.<\/p>\n

ARTICLE XI <\/strong><\/p>\n

MISCELLANEOUS PROVISIONS <\/strong><\/p>\n

SECTION 11.1 Waivers, Amendments, etc<\/strong>. The provisions of
\nthis Agreement and of each other Loan Document may from time to time be amended,
\nmodified or waived, if such amendment, modification or waiver is in writing and
\nconsented to by each Borrower and the Required Lenders; provided<\/u> that no
\nsuch amendment, modification or waiver which would:<\/p>\n

(a) modify any requirement hereunder that any particular action be taken by
\nall the Lenders or by the Required Lenders shall be effective unless consented
\nto by each Lender;<\/p>\n

(b) modify this Section 11.1<\/u>, change the definitions of “Percentage,”
\nor “Required Lenders,” increase the Total Commitment Amount or the Credit
\nCommitment Amount or Percentage of any Lender, extend the Commitment Termination
\nDate, or, subject to Section 8.2.5<\/u>, release any Guarantor from any of its
\npayment obligations under the Guaranty entered into by it, shall be made without
\nthe consent of each Lender;<\/p>\n

(c) extend the due date for, or reduce the amount of, any scheduled repayment
\nor prepayment of principal of or interest on any Credit Extension or the amount
\nof any fee payable under Section 4.3<\/u> shall be made without the consent of
\neach Lender directly and adversely affected thereby; or<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

(d) affect adversely the interests, rights or obligations of the
\nAdministrative Agent, the Swing Line Lender or the Issuer shall be made without
\nthe consent of the Administrative Agent, the Swing Line Lender or the Issuer, as
\nthe case may be.<\/p>\n

No failure or delay on the part of any Lender Party in exercising any power
\nor right under this Agreement or any other Loan Document shall operate as a
\nwaiver thereof, nor shall any single or partial exercise of any such power or
\nright preclude any other or further exercise thereof or the exercise of any
\nother power or right. No notice to or demand on any Obligor in any case shall
\nentitle it to any notice or demand in similar or other circumstances. No waiver
\nor approval by any Lender Party under this Agreement or any other Loan Document
\nshall, except as may be otherwise stated in such waiver or approval, be
\napplicable to subsequent transactions. No waiver approval hereunder shall
\nrequire any similar or dissimilar waiver or approval thereafter to be granted
\nhereunder.<\/p>\n

SECTION 11.2 Notices<\/strong>. Unless otherwise specified to the
\ncontrary, all notices and other communications provided to any party hereto
\nunder this Agreement or any other Loan Document shall be in writing or by
\nfacsimile and addressed, delivered or transmitted to such party at its address
\nor facsimile number set forth below its signature hereto or at such other
\naddress or facsimile number as may be designated by such party in a notice to
\nthe other parties. All notices, if mailed and properly addressed with postage
\nprepaid or if properly addressed and sent by paid courier service, shall be
\ndeemed given when received by the recipient during normal business hours; all
\nnotices if transmitted by facsimile shall be deemed given when transmitted and
\nthe appropriate receipt for transmission received by the sender thereof during
\nthe recipient153s normal business hours.<\/p>\n

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

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

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\n

Borrowers, jointly and severally, shall reimburse each Lender Party for the
\nfees and legal expenses of only one counsel for such Lender Party.<\/p>\n

SECTION 11.4 Indemnification<\/strong>. In consideration of the
\nexecution and delivery of this Agreement and each other Loan Document by each
\nLender Party and the extension of the Commitments, the Obligors hereby jointly
\nand severally indemnify, exonerate and hold each Lender Party and each of their
\nrespective officers, directors, employees and agents (collectively, the
\n“Indemnified Parties<\/u>“) free and harmless from and against any and all
\nactions, claims, causes of action, suits, losses, costs, liabilities and
\ndamages, and expenses incurred in connection therewith (irrespective of whether
\nany such Indemnified Party is a party to the action for which indemnification
\nhereunder is sought), including reasonable attorneys153 fees and disbursements,
\nwhich shall include the actual cost to such Indemnified Party of its in-house
\ncounsel but shall not include the fees and expenses of more than one counsel to
\nsuch Indemnified Party (collectively, the “Indemnified Liabilities<\/u>“),
\nincurred by Indemnified Parties or any of them as a result of, or arising out
\nof, or relating to:<\/p>\n

(a) any transaction financed or to be financed in whole or in part, directly
\nor indirectly, with the proceeds of any Credit Extension;<\/p>\n

(b) the entering into and performance of this Agreement and any other Loan
\nDocument by any of the Indemnified Parties (excluding, however, any action
\nsuccessfully brought by or on behalf of Micro or any other Borrower with respect
\nto any determination by any Lender not to fund any Credit Extension or not to
\ncomply with Section 11.15<\/u> or any action by the Required Lenders to
\nterminate or reduce the Commitments or accelerate the Loans in violation of the
\nterms of this Agreement);<\/p>\n

(c) any investigation, litigation or proceeding related to any acquisition or
\nproposed acquisition by any Obligor, or any of their respective Subsidiaries of
\nall or any portion of the stock or assets of any Person, whether or not any
\nIndemnified Party is party thereto;<\/p>\n

(d) any investigation, litigation, or proceeding related to any environmental
\ncleanup, audit, compliance, or other matter relating to the protection of the
\nenvironment or the Release by any Obligor (or any of their respective
\nSubsidiaries) of any Hazardous Material; or<\/p>\n

(e) the presence on or under, or the escape, seepage, leakage, spillage,
\ndischarge, emission, discharging, or releases from, any real property owned or
\noperated by any Obligor (or any of their respective Subsidiaries) of any
\nHazardous Material (including any losses, liabilities, damages, injuries, costs,
\nexpenses, or claims asserted or arising under any Environmental Law), regardless
\nof whether caused by, or within the control of, such Person;<\/p>\n

except for any such Indemnified Liabilities arising for the account of a
\nparticular Indemnified Party by reason of the relevant Indemnified Party153s gross
\nnegligence or willful misconduct as finally determined by a court of competent
\njurisdiction. If and to the extent that the foregoing undertaking may be
\nunenforceable for any reason, the Obligors hereby jointly and severally<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

agree to make the maximum contribution to the payment and satisfaction of
\neach of the Indemnified Liabilities which is permissible under applicable law.
\nThis Section 11.4<\/u> shall not apply with respect to taxes other than any
\ntaxes that represent losses, claims, damages, etc. arising from any non-tax
\nclaim.<\/p>\n

SECTION 11.5 Survival<\/strong>. The obligations of Micro and each
\nother Obligor under Sections 5.3<\/u>, 5.4<\/u>, 5.5<\/u>, 5.7<\/u>,
\n11.3<\/u>, and 11.4<\/u>, and the obligations of the Lenders under
\nSections 10.1<\/u> and 11.15<\/u>, shall in each case survive any
\ntermination of this Agreement, the payment in full of Obligations, and the
\ntermination of the Commitments. The representations and warranties made by Micro
\nand each other Obligor in this Agreement and in each other Loan Document shall
\nsurvive the execution and delivery of this Agreement and each such other Loan
\nDocument.<\/p>\n

SECTION 11.6 Severability<\/strong>. Any provision of this Agreement
\nor any other Loan Document which is prohibited or unenforceable in any
\njurisdiction shall, as to such provision and such Jurisdiction, be ineffective
\nto the extent of such prohibition or unenforceability without invalidating the
\nremaining provisions of this Agreement or such Loan Document or affecting the
\nvalidity or enforceability of such provision in any other jurisdictions.<\/p>\n

SECTION 11.7 Headings<\/strong>. The various headings of this
\nAgreement and of each other Loan Document are inserted for convenience only and
\nshall not affect the meaning or interpretation of this Agreement or such other
\nLoan Document or any provisions hereof or thereof.<\/p>\n

SECTION 11.8 Execution in Counterparts, Effectiveness; Entire
\nAgreement<\/strong>. This Agreement may be executed by the parties hereto in
\nseveral counterparts, each of which shall be deemed to be an original and all of
\nwhich shall constitute together but one and the same Agreement. This Agreement
\nshall become effective on the date when the Administrative Agent has (a)
\nreceived (i) counterparts hereof executed on behalf of each Initial Borrower,
\nthe Agents, and each Lender or (ii) facsimile, telegraphic, or other written
\nconfirmation (in form and substance satisfactory to the Administrative Agent,
\nwho may rely upon the advice of its special counsel in making that
\ndetermination) of such execution and (b) so notified the Borrowers and the
\nLenders; provided<\/u> that no Lender shall have any obligation to make the
\ninitial Credit Extension until the date (the “Effective Date<\/u>“) that the
\napplicable conditions set forth in Sections 6.1<\/u> and 6.2<\/u> have been
\nsatisfied as provided herein. The Effective Date must occur on or before 5:00
\np.m., New York City time, on October 31, 2011. This Agreement and the other Loan
\nDocuments constitute the entire understanding among the parties hereto with
\nrespect to the subject matter hereof and supersede any prior agreements, written
\nor oral, with respect thereto. Each Lender that is a party to a Predecessor
\nCredit Agreement, by its execution hereof, waives any requirement of prior
\nnotice of termination of the “Commitments” (as defined in the applicable
\nPredecessor Credit Agreement) pursuant to Section 2.2 thereof and of prepayment
\nof Loans thereunder to the extent necessary to give effect to Section
\n6.1.8<\/u>.<\/p>\n

SECTION 11.9 Jurisdiction. <\/strong><\/p>\n

SECTION 11.9.1 Submission; Service of Process; Immunity; etc. TO THE
\nFULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY LITIGATION BASED HEREON, OR
\nARISING OUT OF, UNDER, OR IN CONNECTION WITH, <\/strong><\/p>\n

-90-<\/p>\n

\n

THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
\nCOURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY AGENT,
\nTHE LENDERS, THE ISSUER OR ANY BORROWER MAY BE BROUGHT AND MAINTAINED IN THE
\nCOURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR IN THE UNITED
\nSTATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH BORROWER
\nHEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
\nTHE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
\nAND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
\nCONNECTION WITH SUCH LITIGATION. EACH FOREIGN BORROWER HEREBY IRREVOCABLY
\nAPPOINTS MICRO (IN SUCH CAPACITY, THE “PROCESS AGENT<\/u>“), WITH AN OFFICE ON
\nTHE DATE HEREOF AT 1600 E. ST. ANDREW PLACE, SANTA ANA, CA 92705 UNITED STATES,
\nAS ITS AGENT TO RECEIVE, ON SUCH FOREIGN BORROWER153S BEHALF AND ON BEHALF OF SUCH
\nFOREIGN BORROWER153S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND
\nANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH
\nSERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH
\nFOREIGN BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT153S ABOVE
\nADDRESS, AND SUCH FOREIGN BORROWER IRREVOCABLY AUTHORIZES AND DIRECTS THE
\nPROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF
\nSERVICE, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
\nREGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
\nSTATE OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
\nFULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
\nMAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
\nREFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
\nINCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE
\nANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
\nTHROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
\nEXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, TO THE FULLEST
\nEXTENT PERMITTED UNDER APPLICABLE LAW, EACH SUCH BORROWER HEREBY IRREVOCABLY
\nWAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE
\nOTHER LOAN DOCUMENTS. <\/strong><\/p>\n

SECTION 11.9.2 Non-exclusivity<\/strong>. Nothing in this Section
\n11.9<\/u> limits the right of a Lender Party to bring proceedings against an
\nObligor in connection with any Loan Document in any other court of competent
\njurisdiction, or concurrently in more than one jurisdiction.<\/p>\n

SECTION 11.9.3 Governing Law. EACH LOAN DOCUMENT (OTHER THAN THE
\nLETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT <\/strong><\/p>\n

-91-<\/p>\n

\n

AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE
\nDEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY AND ITS PROVISIONS CONSTRUED
\nUNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
\nSECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
\nYORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
\nWITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR
\nRULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98–INTERNATIONAL
\nCHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP RULES<\/u>“)) AND, AS TO
\nMATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW
\nYORK. <\/strong><\/p>\n

SECTION 11.10 Successors and Assigns<\/strong>. This Agreement and
\neach other Loan Document shall be binding upon and shall inure to the benefit of
\nthe parties hereto and thereto and their respective successors and assigns;
\nprovided<\/u> that:<\/p>\n

(a) no Obligor may assign or transfer its rights or obligations hereunder or
\nunder any other Loan Document without the prior written consent of all the
\nLender Parties;<\/p>\n

(b) the rights of sale, assignment and transfer of the Lenders are subject to
\nSection 11.11<\/u>; and<\/p>\n

(c) the rights of the Administrative Agent with respect to resignation or
\nremoval are subject to Section 10.4<\/u>.<\/p>\n

SECTION 11.11 Assignments and Transfers of Interests<\/strong>. No
\nLender may assign or sell participation interests in its Commitment or any of
\nits Credit Extensions or any portion thereof to any Persons except in accordance
\nwith this Section 11.11<\/u>.<\/p>\n

SECTION 11.11.1 Assignments<\/strong>. Any attempted assignment or
\ntransfer by a Lender of its Credit Extensions and Commitment not made in
\naccordance with this Section 11.11.1<\/u> shall be null and void.<\/p>\n

(a) Any Lender may at any time assign or transfer to (i) one or more Eligible
\nAssignees, to any of its Affiliates or to any other Lender, in each case (so
\nlong as no Event of Default exists at the time) with the consent of the
\nAdministrative Agent and Micro (such consent not to be unreasonably withheld or
\ndelayed; provided<\/u> that, it shall not be unreasonable for Micro to
\nwithhold consent if such assignment will result in any Borrower becoming liable
\nto make greater or additional payments (whether under Section 5.7<\/u> or
\notherwise); provided<\/u> that, such consent by Micro need not be obtained to
\neffect an assignment (A) from any Lender to its own affiliate, or (B) if any
\nEvent of Default has occurred and is continuing, to any bank or financial
\ninstitution or trust, fund or other entity which is regularly engaged in or
\nestablished for the purpose of making, purchasing or investing in loans,
\nsecurities or other financial assets, or (ii) any Federal Reserve Bank (each
\nPerson described in any of the foregoing clauses as being the Person to whom
\nsuch<\/p>\n

-92-<\/p>\n

\n

assignment or transfer is available to be made, being hereinafter referred to
\nas a “Transferee Lender<\/u>“) all or any part of such Lender153s total Credit
\nExtensions and Commitment (which assignment or transfer shall be of a constant,
\nand not a varying, percentage of all the assigning Lender153s Credit Extensions
\nand Commitment) in a minimum aggregate amount equal to the lesser of (i) the
\nentire amount of such Lender153s total Credit Extensions and Commitment or (ii)
\n$5,000,000; provided<\/u>, however<\/u>, in no event may any such assignment
\nor transfer be made to a Defaulting Lender or any of its Subsidiaries.<\/p>\n

(b) Notwithstanding clause (a)<\/u> above, each Obligor and Agent shall be
\nentitled to continue to deal solely directly with such Lender in connection with
\nthe interests so assigned or transferred to a Transferee Lender unless and until
\n(i) notice of such assignment or transfer (which notice shall be satisfied by
\nthe delivery of a Lender Assignment Agreement), together with payment
\ninstructions, addresses, and related information with respect to such Transferee
\nLender, shall have been given to Micro and each Agent by such Lender and such
\nTransferee Lender, (ii) such Transferee Lender shall have executed and delivered
\nto Micro and each Agent, a Lender Assignment Agreement, and (iii) the Lender or
\nthe Transferee Lender shall have paid a $3,500 processing fee to the
\nAdministrative Agent.<\/p>\n

(c) From and after the effective date of such Lender Assignment Agreement,
\nsubject to the recording thereof by the Administrative Agent pursuant to
\nparagraph (f) hereof (i) the Transferee Lender thereunder shall be deemed
\nautomatically to have become a party to this Agreement and (to the extent rights
\nand obligations under this Agreement have been assigned and transferred to such
\nTransferee Lender in connection with such Lender Assignment Agreement) shall
\nhave the rights and obligations of a Lender under this Agreement and the other
\nLoan Documents, and (ii) the assignor Lender (to the extent that rights and
\nobligations under this Agreement have been assigned and transferred by it in
\nconnection with such Lender Assignment Agreement) shall be released from its
\nobligations under this Agreement and the other Loan Documents (provided<\/u>
\nthat, such assignor Lender shall continue to retain indemnification rights under
\nSection 11.4<\/u> which survive termination of this Agreement to the extent
\nany indemnity claim thereunder arises prior to the effective date of such Lender
\nAssignment Agreement); provided<\/u>, that except to the extent otherwise
\nexpressly agreed by the affected parties, no assignment by a Defaulting Lender
\nwill constitute a waiver or release of any claim of any party hereunder arising
\nfrom that Lender153s having been a Defaulting Lender.<\/p>\n

(d) Accrued interest and accrued fees shall be paid in respect of assigned
\nand retained Credit Extensions and Commitments at the same time or times
\nprovided in this Agreement, notwithstanding any such assignments or transfers.\n<\/p>\n

(e) In connection with any assignment of rights and obligations of any
\nDefaulting Lender hereunder, no such assignment shall be effective unless and
\nuntil, in addition to the other conditions thereto set forth herein, the parties
\nto the assignment shall make such additional payments to the Administrative
\nAgent in an aggregate amount sufficient, upon distribution thereof as
\nappropriate (which may be outright payment,<\/p>\n

-93-<\/p>\n

\n

purchases by the assignee of participations or subparticipations, or other
\ncompensating actions, including funding, with the consent of the Borrowers and
\nthe Administrative Agent, the applicable pro rata share of Loans previously
\nrequested but not funded by the Defaulting Lender, to each of which the
\napplicable assignee and assignor hereby irrevocably consent), to (x) pay and
\nsatisfy in full all payment liabilities then owed by such Defaulting Lender to
\nthe Administrative Agent, each Issuer, the Swingline Lender and each other
\nLender hereunder (and interest accrued thereon), and (y) acquire (and fund as
\nappropriate) its full pro rata share of all Loans and participations in Letters
\nof Credit and Swing Line Loans in accordance with its Percentage.
\nNotwithstanding the foregoing, in the event that any assignment of rights and
\nobligations of any Defaulting Lender hereunder shall become effective under
\napplicable law without compliance with the provisions of this paragraph, then
\nthe assignee of such interest shall be deemed to be a Defaulting Lender for all
\npurposes of this Agreement until such compliance occurs.<\/p>\n

(f) The Administrative Agent, acting solely for this purpose as an agent of
\nthe Obligor, shall maintain at one of its offices in Toronto, Canada a copy of
\neach Lender Assignment Agreement delivered to it and a register for the
\nrecordation of the names and addresses of the Lender Parties, and the
\nCommitments of, and principal amounts (and stated interest) of the Credit
\nExtensions owing to, each Lender Party pursuant to the terms hereof from time to
\ntime (the “Register<\/u>“). The entries in the Register shall be conclusive
\nabsent manifest error, and the Obligor, the Administrative Agent and the Lender
\nParties shall treat each Person whose name is recorded in the Register pursuant
\nto the terms hereof as a Lender Party hereunder for all purposes of this
\nAgreement. The Register shall be available for inspection by the Obligor and any
\nLender Party (and may be provided to any applicable taxing authority), at any
\nreasonable time and from time to time upon reasonable prior notice.<\/p>\n

SECTION 11.11.2 Participations<\/strong>. Any Lender may at any time
\nsell to one or more commercial banks or other Persons (each of such commercial
\nbanks and other Persons being herein called a “Participant<\/u>“)
\nparticipating interests in any of its Credit Extensions and Commitments
\nhereunder; provided<\/u> that:<\/p>\n

(a) no participation contemplated in this Section 11.11.2<\/u> shall
\nrelieve such Lender from its Commitments or its other obligations hereunder or
\nunder any other Loan Document;<\/p>\n

(b) such Lender shall remain solely responsible for the performance of its
\nCommitments and such other obligations;<\/p>\n

(c) each Borrower and each other Obligor and the Agents shall continue to
\ndeal solely and directly with such Lender in connection with such Lender153s
\nrights and obligations under this Agreement and each other Loan Document;<\/p>\n

(d) no Participant, unless such Participant is an Affiliate of such Lender or
\nis itself a Lender, shall be entitled to require such Lender to take or refrain
\nfrom taking any action hereunder or under any other Loan Document, except that
\nsuch Lender may agree<\/p>\n

-94-<\/p>\n

\n

with any Participant that such Lender will not, without such Participant153s
\nconsent, take any actions of the type described in clause (a)<\/u>, (b)<\/u>
\nor clause (c)<\/u> of Section 11.1<\/u>; and<\/p>\n

(e) no Borrower shall be required to pay any amount under this Agreement that
\nis greater than the amount which it would have been required to pay had no
\nparticipating interest been sold.<\/p>\n

The Borrower acknowledges and agrees that each Participant, for purposes of
\nSections 5.3<\/u>, 5.4<\/u>, 5.5<\/u>, 5.7<\/u>, 5.9<\/u>,
\n5.10<\/u>, 11.3<\/u>, and 11.4<\/u>, shall be considered a Lender (subject
\nto the requirements and limitations therein); provided<\/u> that such
\nParticipant (A) agrees to be subject to the provisions of Sections 5.12<\/u>
\nand 5.13<\/u> as if it were a Lender Party; and (B) shall not be entitled to
\nreceive any greater payment under Section 5.7<\/u>, with respect to any
\nparticipation, than its participating Lender Party would have been entitled to
\nreceive, except to the extent such entitlement to receive a greater payment
\nresults from a change in law that occurs after the Participant acquired the
\napplicable participation. Each Lender Party that sells a participation agrees,
\nat the Obligor153s request and expense, to use reasonable efforts to cooperate
\nwith the Obligor to effectuate the provisions of Section 5.12<\/u> with
\nrespect to any Participant.<\/p>\n

Each Lender Party that sells a participation shall, acting solely for this
\npurpose as an agent of the Obligor, maintain a register on which it enters the
\nname and address of each Participant and the principal amounts (and stated
\ninterest) of each Participant153s interest in the Credit Extensions or other
\nobligations under the Loan Documents (the “Participant Register<\/u>“);
\nprovided<\/u> that no Lender Party shall have any obligation to disclose all
\nor any portion of the Participant Register (including the identity of any
\nParticipant or any information relating to a Participant153s interest in any
\ncommitments, loans, letters of credit or its other obligations under any Loan
\nDocument) to any Person except to the extent that such disclosure is necessary
\nto establish that such commitment, loan, letter of credit or other obligation is
\nin registered form under Section 5f.103-1(c) of the United States Treasury
\nRegulations. The entries in the Participant Register shall be conclusive absent
\nmanifest error, and such Lender Party shall treat each Person whose name is
\nrecorded in the Participant Register as the owner of such participation for all
\npurposes of this Agreement notwithstanding any notice to the contrary. For the
\navoidance of doubt, the Administrative Agent (in its capacity as Administrative
\nAgent) shall have no responsibility for maintaining a Participant Register.<\/p>\n

SECTION 11.12 Other Transactions<\/strong>. Nothing contained herein
\nshall preclude any Lender Party from engaging in any transaction, in addition to
\nthose contemplated by this Agreement or any other Loan Document, with any
\nObligor or any of its Affiliates in which such Obligor or such Affiliate is not
\nrestricted hereby from engaging with any other Person.<\/p>\n

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

SECTION 11.14 Waiver of Jury Trial<\/strong>. THE AGENTS, THE LENDERS,
\nMICRO, AND EACH OTHER OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND<\/p>\n

-95-<\/p>\n

\n

INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY
\nMAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
\nARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
\nDOCUMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
\nWRITTEN) OR ACTIONS OF THE LENDER PARTIES, THE AGENTS OR MICRO OR ANY OTHER
\nOBLIGOR. MICRO AND EACH OTHER OBLIGOR AGREES THAT IT HAS RECEIVED FULL AND
\nSUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS
\nAGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
\nPROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THIS
\nAGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT TO WHICH IS A PARTY.<\/p>\n

SECTION 11.15 Confidentiality<\/strong>. Each of the Lender Parties
\nhereby severally agrees with each Borrower that it will keep confidential all
\ninformation delivered to such Lender Party or on behalf of each Borrower or any
\nof their respective Subsidiaries which information is known by such Lender Party
\nto be proprietary in nature, concerns the terms and conditions of this Agreement
\nor any other Loan Document, or is clearly marked or labeled or otherwise
\nadequately identified when received by such Lender Party as being confidential
\ninformation (all such information, collectively for purposes of this section,
\n“confidential information<\/u>“); provided<\/u> that each Lender Party shall
\nbe permitted to deliver or disclose “confidential information<\/u>“: (a) to
\ndirectors, officers, employees and affiliates; (b) to authorized agents,
\nattorneys, auditors and other professional advisors retained by such Lender
\nParty that have been apprised of such Lender Party153s obligation under this
\nSection 11.15 and have agreed to hold confidential the foregoing information
\nsubstantially in accordance with the terms of this Section 11.15<\/u>; (c)
\nsubject to such Person153s written confidentiality agreement in favor of the
\nBorrowers with provisions substantially the same as in this Section
\n11.15<\/u>, to (i) any Transferee Lender or Participant or prospective Transferee
\nLender or Participant with respect to such Lender Party153s rights or obligations
\nunder this Agreement or (ii) any actual or prospective counterparty (or its
\nadvisors) to any swap, derivative or securitization transaction relating to the
\nBorrowers and their obligations under this Agreement; (d) to any federal or
\nstate regulatory authority having jurisdiction over such Lender Party; or (e) to
\nany other Person to which such delivery or disclosure may be necessary or
\nappropriate (i) to effect compliance with any law, rule, regulation or order
\napplicable to such Lender Party, (ii) in response to any subpoena or other legal
\nprocess (provided<\/u> that the relevant Borrower shall be given notice of any
\nsuch subpoena or other legal process as soon as possible in any event prior to
\nproduction (unless provision of any such notice would result in a violation of
\nany such subpoena or other legal process), and the Lender Party receiving such
\nsubpoena or other legal process shall cooperate with such Borrower, at such
\nBorrower153s expense, seeking a protective order to prevent or limit such
\ndisclosure), or (iii) in connection with any litigation to which such Lender
\nParty is a party.<\/p>\n

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

-96-<\/p>\n

\n

other than through disclosure by the relevant Borrower (or any Subsidiary
\nthereof) or through someone subject, to such Lender Party153s knowledge, to a duty
\nof confidentiality to the relevant Borrower; or (D) constitutes financial
\nstatements that are otherwise publicly available.<\/p>\n

SECTION 11.16 Release of Subsidiary Guarantors and Acceding
\nBorrowers<\/strong>.<\/p>\n

(a) If (i) the Agents receive a certificate from the chief executive officer,
\nthe chief financial officer, or Treasurer of Micro certifying as of the date of
\nthat certificate that, after the consummation of the transaction or series of
\ntransactions described in such certificate (which certification shall also state
\nthat such transactions, individually and in the aggregate, will be in compliance
\nwith the terms and conditions of this Agreement, including, to the extent
\napplicable, the covenants contained in Sections 8.2.5 and 8.2.6, and that no
\nDefault existed, exists, or will exist, as the case may be, immediately before,
\nas a result of, or after giving effect to such transaction or transactions and
\nthe release or termination, as the case may be, described below), the Guarantor
\nor Acceding Borrower, as the case may be, identified in such certificate will no
\nlonger be a Subsidiary of Micro, and (ii) in the case of a Acceding Borrower,
\nthe appropriate Lender Parties have received payment in full of all principal
\nof, interest on, reimbursement obligation in respect of, and fees related to any
\nOutstanding Credit Extensions made by any of them in favor of such Acceding
\nBorrower, then such Guarantor153s Guaranty shall automatically terminate or such
\nAcceding Borrower shall automatically cease to be a party to this Agreement and
\nthe other Loan Documents.<\/p>\n

(b) No such termination or cessation shall release, reduce, or otherwise
\nadversely affect the obligations of any other Obligor under this Agreement, any
\nother Guaranty, or any other Loan Document, all of which obligations continue to
\nremain in full force and effect.<\/p>\n

(c) Each Lender Party shall, at Micro153s expense, execute such documents as
\nMicro may reasonably request to evidence such termination or cessation, as the
\ncase may be.<\/p>\n

SECTION 11.17 Collateral<\/strong>. Each of the Lenders represents to
\nthe Administrative Agent and each of the other Lenders that it in good faith is
\nnot relying upon any Margin Stock as collateral in the extension or maintenance
\nof the credit provided for in this Agreement.<\/p>\n

SECTION 11.18 USA PATRIOT Act Notice<\/strong>. Each Lender and the
\nAdministrative Agent (for itself and not on behalf of any Lender) hereby
\nnotifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act
\n(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
\n“Act<\/u>“), it is required to obtain, verify and record information that
\nidentifies the Borrowers, which information includes the name and address of the
\nBorrowers and other information that will allow such Lender or the
\nAdministrative Agent, as applicable, to identify the Borrowers in accordance
\nwith the Act.<\/p>\n

-97-<\/p>\n

\n

REMAINDER OF PAGE INTENTIONALLY BLANK. THIS PAGE IS<\/p>\n

FOLLOWED BY SIGNATURE PAGES FOR THE BORROWERS AS OF THE<\/p>\n

DATE OF THIS AGREEMENT, FOLLOWED BY SEPARATE SIGNATURE<\/p>\n

PAGES FOR THE AGENTS AND THE LENDERS.<\/p>\n

-98-<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

INGRAM MICRO INC.<\/strong>, as an Initial
\nBorrower and a Guarantor<\/p>\n<\/td>\n

<\/td>\n\n

INGRAM MICRO COORDINATION
\nCENTER BVBA<\/strong>, as an Initial Borrower<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Gregory M.E. Spierkel<\/p>\n<\/td>\n

<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Karel Everaet<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Gregory M.E. Spierkel<\/p>\n<\/td>\n

<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Karel Everaet<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Chief Executive Officer<\/p>\n<\/td>\n

<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ William D. Humes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: William D. Humes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Senior Executive Vice President
\nand Chief Financial Officer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1600 E. St. Andrew Place<\/p>\n

Santa Ana, CA 92705<\/p>\n<\/td>\n

<\/td>\n\n

Address:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Luchthavenlaan 25A<\/p>\n

Vilvoorde, Belgium 1800<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Erik Smolders<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Karel Everaet<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE BANK OF NOVA SCOTIA, as the Administrative Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Liz Hanson<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Liz Hanson<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Address for Notices and Payment of Fees:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

WBO Loan Operations<\/p>\n

720 King Street West, 2nd<\/sup> FL<\/p>\n<\/td>\n<\/tr>\n

\n

Toronto, Ontario<\/p>\n<\/td>\n<\/tr>\n

\n

M5V 2T3<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Attention:<\/strong> John Hall<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BANK OF AMERICA, N.A., as a Co-Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Michael Shuhy<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Michael Shuhy<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BNP PARIBAS, as a Co-Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Nicole Mitchell<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Nicole Mitchell<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ John Treadwell, Jr.<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

John Treadwell, Jr.<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE ROYAL BANK OF SCOTLAND plc, as a
\nCo-Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Patricia Boussaroque<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Patricia Boussaroque, as Agent<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

UNION BANK, N.A., as a Co-Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ James Heim<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

James Heim<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.27%<\/p>\n<\/td>\n

<\/td>\n\n

$92,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

BANK OF AMERICA, N.A., as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Michael Shuhy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Michael Shuhy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees and Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

100 Federal Street<\/p>\n<\/td>\n

<\/td>\n\n

100 Federal Street<\/p>\n<\/td>\n<\/tr>\n

\n

Boston, MA 02110<\/p>\n<\/td>\n

<\/td>\n\n

Boston, MA 02110<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Deb Delvecchio<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Deb Delvecchio<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

100 Federal Street<\/p>\n<\/td>\n

<\/td>\n\n

100 Federal Street<\/p>\n<\/td>\n<\/tr>\n

\n

Boston, MA 02110<\/p>\n<\/td>\n

<\/td>\n\n

Boston, MA 02110<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Deb Delvecchio<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Deb Delvecchio<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.27%<\/p>\n<\/td>\n

<\/td>\n\n

$92,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

BNP PARIBAS, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Nicole Mitchell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Nicole Mitchell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ John Treadwell, Jr.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

John Treadwell, Jr.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

One Front Street, 23rd<\/sup> Floor<\/p>\n

San Francisco, CA 94111<\/p>\n<\/td>\n

<\/td>\n\n

c\/o BNP Paribas RCC, Inc.<\/p>\n

525 Washington Blvd.<\/p>\n

Jersey City, NJ 07310<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> William Davidson<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Loan Servicing, 8th<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

One Front Street, 23rd<\/sup> Floor<\/p>\n

San Francisco, CA 94111<\/p>\n<\/td>\n

<\/td>\n\n

c\/o BNP Paribas RCC, Inc.<\/p>\n

525 Washington Blvd.<\/p>\n

Jersey City, NJ 07310<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> William Davidson<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Loan Servicing, 8th<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.27%<\/p>\n<\/td>\n

<\/td>\n\n

$92,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

THE BANK OF NOVA SCOTIA, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Liz Hanson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Liz Hanson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees and Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Scotia House<\/p>\n<\/td>\n

<\/td>\n\n

WBO Loan Operations<\/p>\n<\/td>\n<\/tr>\n

\n

33 Finsbury Square<\/p>\n<\/td>\n

<\/td>\n\n

720 King Street West, 2nd<\/sup> FL<\/p>\n<\/td>\n<\/tr>\n

\n

London EC2A1BB England<\/p>\n<\/td>\n

<\/td>\n\n

Toronto, Ontario<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

M5V 2T3<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong> Loan Agency Services, Savi Rampat<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> John Hall<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

650 West Georgia, Suite 1800<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Vancouver, BC, Canada<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

V6B-4N7<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong> Liz Hanson<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.27%<\/p>\n<\/td>\n

<\/td>\n\n

$92,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

THE ROYAL BANK OF SCOTLAND plc, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Patricia Boussaroque<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Patricia Boussaroque, as Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees and Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

600 Washington Boulevard<\/p>\n<\/td>\n

<\/td>\n\n

600 Washington Boulevard<\/p>\n<\/td>\n<\/tr>\n

\n

Stamford, CT 06901<\/p>\n<\/td>\n

<\/td>\n\n

Stamford, CT 06901<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Attention: Javied Basha<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

600 Washington Boulevard<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Stamford, CT 06901<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.27%<\/p>\n<\/td>\n

<\/td>\n\n

$92,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

UNION BANK, N.A., as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ James Heim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

James Heim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice Presient<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

18300 Von Karman Ave.,<\/p>\n<\/td>\n

<\/td>\n\n

18300 Von Karman Ave., Suite 310<\/p>\n<\/td>\n<\/tr>\n

\n

Irvine, CA 92612<\/p>\n<\/td>\n

<\/td>\n\n

Irvine, CA 92612<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> James Heim<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> James Heim<\/p>\n<\/td>\n<\/tr>\n

\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Address for Payment of Fees:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Commercial Loan Operations<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

1980 Saturn St.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Monterey Park, CA 91754<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/strong> Maria Sunsin<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.00%<\/p>\n<\/td>\n

<\/td>\n\n

$60,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

DEUTSCHE BANK AG NEW YORK
\nBRANCH, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Ross Levitsky<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Ross Levitsky<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Philippe Sandmeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Philippe Sandmeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees and Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

5022 Gate Parkway, Suite 100<\/p>\n<\/td>\n

<\/td>\n\n

5022 Gate Parkway, Suite 100<\/p>\n<\/td>\n<\/tr>\n

\n

Jacksonville, FL 32256<\/p>\n<\/td>\n

<\/td>\n\n

Jacksonville, FL 32256<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Raghavendra Nagendra<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Raghavendra Nagendra<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

5022 Gate Parkway, Suite 100<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Jacksonville, FL 32256<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong> Raghavendra Nagendra<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.00%<\/p>\n<\/td>\n

<\/td>\n\n

$60,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

HSBC BANK USA NATIONAL
\nASSOCIATION, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ David Wagstaff<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

David Wagstaff<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees and Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

452 Fifth Avenue T-8<\/p>\n

New York, NY 10018<\/p>\n<\/td>\n

<\/td>\n\n

One HSBC Center, 26\/F<\/p>\n

Buffalo, NY 14203<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> David Wagstaff<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Shilpa Nelson<\/p>\n<\/td>\n<\/tr>\n

\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

452 Fifth Avenue T-8<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

New York, NY 10018<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong> David Wagstaff<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.00%<\/p>\n<\/td>\n

<\/td>\n\n

$60,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

MIZUHO CORPORATE BANK, LTD., as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Bertram H. Tang<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Bertram H. Tang<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

1251 Avenue of the Americas<\/p>\n

New York, NY 10020<\/p>\n<\/td>\n

<\/td>\n\n

1800 Plaza Ten<\/p>\n

Harborside Financial Center<\/p>\n

Jersey City, N.J. 07311<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Keiko Silverman<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Mark Heberer<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

1251 Avenue of the Americas<\/p>\n

New York, NY 10020<\/p>\n<\/td>\n

<\/td>\n\n

1800 Plaza Ten<\/p>\n

Harborside Financial Center<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Jersey City, N.J. 07311<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Keiko Silverman<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Mark Heberer<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.00%<\/p>\n<\/td>\n

<\/td>\n\n

$60,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

WESTPAC BANKING CORPORATION, as a<\/p>\n

Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Henrik Jensen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Henrik Jensen<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n

Corporate & Institutional Banking<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees and Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

575 5th Avenue, 39th Floor<\/p>\n<\/td>\n

<\/td>\n\n

12, 55 Market St.<\/p>\n<\/td>\n<\/tr>\n

\n

New York, NY 10017<\/p>\n<\/td>\n

<\/td>\n\n

Sydney NSW 2000<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Kevin Bolz<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Luke Varty<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

575 5th Avenue, 39th Floor<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

New York, NY 10017<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Telephone No.: <\/strong>[Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Attention:<\/strong> Kevin Bolz<\/p>\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

One of Several Signature Pages to<\/p>\n

Credit Agreement<\/p>\n

\n

EXECUTED as of the date first stated in this Credit Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial<\/strong><\/p>\n

Commitment<\/strong><\/p>\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.67%<\/p>\n<\/td>\n

<\/td>\n\n

$50,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

MORGAN STANLEY BANK, N.A., as a<\/p>\n

Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Sherrese Clarke<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Sherrese Clarke<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Other Loans:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Notices:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

One Utah Center<\/p>\n

201 South Main Street, 5th<\/sup> Floor<\/p>\n<\/td>\n

<\/td>\n\n

1 Pierrepont Plaza<\/p>\n

300 Cadman Plaza West<\/p>\n<\/td>\n<\/tr>\n

\n

Salt Lake City, Utah 84111<\/p>\n<\/td>\n

<\/td>\n\n

Brooklyn, NY 11201<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Carrie D Johnson<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Daniel McKenna<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Lending Office for Loans to Micro:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Address for Payment of Fees:<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

One Utah Center<\/p>\n

201 South Main Street, 5th<\/sup> Floor<\/p>\n<\/td>\n

<\/td>\n\n

1 Pierrepont Plaza<\/p>\n

300 Cadman Plaza West<\/p>\n<\/td>\n<\/tr>\n

\n

Salt Lake City, Utah 84111<\/p>\n<\/td>\n

<\/td>\n\n

Brooklyn, NY 11201<\/p>\n<\/td>\n<\/tr>\n

\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Facsimile No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Telephone No.:<\/strong> [Omitted]<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/strong> Carrie D Johnson<\/p>\n<\/td>\n

<\/td>\n\n

Attention:<\/strong> Daniel McKenna<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/strong> [Omitted]<\/p>\n<\/td>\n

<\/td>\n\n

Email: <\/strong>[Omitted]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

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