Exhibit 10.1 


 


 





AMENDMENT
NO. 3 AND WAIVER

TO CREDIT AGREEMENT


 


AMENDMENT
NO. 3 AND WAIVER, dated as of October 19, 2016 (this “Amendment”), to the Credit Agreement, dated as of
September 28, 2011 (as amended by Amendment No. 1 to Credit Agreement, dated as of August 15, 2013 and by Amendment No. 2
to Credit Agreement dated as of December 19, 2014, and as further amended, amended and restated, supplemented or otherwise modified
prior to the date hereof, the “Existing Credit Agreement”), among INGRAM MICRO INC., a Delaware corporation
(“Micro”) and INGRAM MICRO LUXEMBOURG S.à r.l., a private limited liability company organized and existing
under the laws of the Grand-Duchy of Luxembourg (“Ingram Lux”, and together with Micro, the “Borrowers”),
the various financial institutions parties thereto (the “Lenders”), The Bank of Nova Scotia, as the Administrative
Agent for the Lenders, and certain other financial institutions party thereto and hereto.


 


W
I T N E S S E T H :


 


WHEREAS,
pursuant to an Agreement and Plan of Merger dated February 17, 2016 (the “Merger Agreement”) between Micro
and Tianjin Tianhai Investment Company, Ltd. (“Tianjin Tianhai”) Micro has agreed to be acquired by Tianjin
Tianhai to consummate a merger (the “Merger”) with a wholly-owned subsidiary of Tianjin Tianhai in which Micro
will be the surviving corporation;


 


WHEREAS,
the consummation of the Merger will trigger a Change in Control (as defined in the Existing Credit Agreement), and the Borrowers
have asked the Lenders (i) to waive their right under Section 4.1.2 of the Existing Credit Agreement to prepayment of their Loans
and (ii) to continue as Lenders thereunder; and


 


WHEREAS,
the Borrowers have also requested that certain terms of the Existing Credit Agreement be amended as set forth below (the Existing
Credit Agreement, after giving effect to the terms of this Amendment, being referred to as the “Credit Agreement”);
and


 


WHEREAS,
the Lenders party hereto have agreed to waive their rights under Section 4.1.2 of the Existing Credit Agreement and the Borrower,
the Administrative Agent and the Lenders party hereto (constituting the Required Lenders under the Existing Credit Agreement)
have agreed to amend the Existing Credit Agreement as set forth herein;


 


NOW,
THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows.


 


PART
I

DEFINITIONS


 


SUBPART
1.1. Definitions. Unless defined herein or the context otherwise requires, terms used in this Amendment, including the
preamble and recitals, have the meanings ascribed thereto in the Existing Credit Agreement.


 






     


     


    

 


PART
II

WAIVER


 


SUBPART
2.1. Effective on (and subject to the occurrence of) the Third Amendment Effective Date (as defined below):


 


(a)       each
Lender party hereto hereby (i) waives its right under Section 4.1.2 of the Existing Credit Agreement to require prepayment of
its Loans as a result of the Change in Control triggered by the Merger and (ii) agrees to continue as a Lender under the Credit
Agreement with a continuing Commitment as set forth on Schedule IA hereto;


 


(b)       each
Lender that is not a party hereto shall preserve all of its rights under Section 4.1.2 of the Existing Credit Agreement including,
for the avoidance of doubt, its right to receive a Change in Control Notice and the cancellation of its Commitments pursuant to
the terms of Section 4.1.2 of the Existing Credit Agreement; and


 


(c)       the
Borrower shall repay all outstanding Loans of each Lender that is not a party hereto and, thereupon, such Lender shall cease to
be a Lender under the Existing Credit Agreement for all purposes.


 


PART
III

AMENDMENTS TO EXISTING CREDIT AGREEMENT


 


SUBPART
3.1. Effective on (and subject to the occurrence of) the Third Amendment Effective Date, the Existing Credit Agreement is hereby
amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the Existing Credit Agreement attached
as Exhibit A hereto.


 


SUBPART
3.2. Effective on (and subject to the occurrence of) the Third Amendment Effective Date, the Existing Credit Agreement is hereby
amended by adding thereto a new Schedule IA in the form of Schedule IA attached hereto, and upon and after the Third Amendment
Effective Date, each reference in the Existing Credit Agreement to “Schedule IA” shall mean and be a reference to
the Schedule IA attached hereto.


 


SUBPART
3.3. Effective on (and subject to the occurrence of) the Third Amendment Effective Date, the Existing Credit Agreement is hereby
amended by adding thereto a new Schedule III in the form of Schedule III attached hereto.


 


PART
IV

CONDITIONS TO EFFECTIVENESS


 


SUBPART
4.1. Closing Date. This Amendment (but for the avoidance of doubt, not the waiver set forth in Subpart 2.1 hereof and the
amendments to the Existing Credit Agreement pursuant to Subpart 3.1 hereof) shall become effective on the date (the “Third
Amendment


 






     


     


    

 










Closing
Date”) when the Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered
on behalf of the Borrowers, the Required Lenders under the Existing Credit Agreement and itself, or such condition shall have
been waived.


 


SUBPART
4.2. Effective Date. The waiver set forth in Subpart 2.1 hereof and the amendments to the Existing Credit Agreement pursuant
to Subpart 3.1 hereof shall become effective on the date (the “Third Amendment Effective Date”) when: (i) the
Third Amendment Closing Date shall have occurred and (ii) the Administrative Agent shall have received the following unless, in
each case, such condition shall have been waived by the Administrative Agent (and, solely with respect to clause (d) below, the
Borrowers):


 


(a)
written consents in form satisfactory to the Administrative Agent duly executed and delivered by each of the Guarantors, reaffirming
the Guaranties;


 


(b)
such certificates and resolutions of each Initial Borrower and each Additional Guarantor evidencing such Initial Borrower’s
and such Additional Guarantor’s, as applicable, approval of or consent to this Amendment (or, in the case of the Additional
Guarantors party to the Credit Agreement prior to the date hereof, a certificate certifying that there have been no changes to
such documents since the previous versions delivered), in each case as the Administrative Agent may reasonably require;


 


(c)
a certificate of a responsible officer of Micro stating that both before and after giving effect to the terms hereof, the following
statements shall be true and correct: (A) the representations and warranties contained in Article VII of the Credit Agreement
(excluding, however, those contained in Section 7.8) and in the other Loan Documents shall be true and correct with the same effect
as if made on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) except as disclosed in Item
7.8 (Litigation) of the Disclosure Schedule: (i) no labor controversy, litigation, arbitration or governmental investigation
or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of its Consolidated
Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect
or that would affect the legality, validity or enforceability of the Credit Agreement or any other Loan Document; and (ii) no
development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding
so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(C) no Default shall have occurred and be continuing, and no Obligor, nor any of its Subsidiaries, shall be in violation of any
law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be
expected to result in, a Material Adverse Effect; and (D) no Change in Control shall have occurred (except as a result of the
Merger referenced in the recitals above);


 






     


     


    

 


(d)
certified copies of a certificate of merger or other confirmation satisfactory to the Administrative Agent and the Borrowers of
the consummation of the Merger from the Secretary of State of the State of Delaware;


 


(e)
an agreement from GCL Investment Holdings, Inc. not to encumber the Equity Interests of Micro in form satisfactory to the Administrative
Agent;


 


(f)
opinions of counsel consistent with the opinions delivered on the Effective Date, the First Amendment Effective Date and the Second
Amendment Effective Date, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent and the Lenders,
from:


 


		i.	Augusto
                                         Aragone, Vice President & Associate General Counsel – Corporate, Finance and
                                         M&A of Micro;



 


		ii.	Davis
                                         Polk & Wardwell LLP, special New York counsel to Micro; and



 


		iii.	Baker
                                         & McKenzie LLP, special Luxembourg counsel to Ingram Lux;



 


(g)
all fees required to be paid to the Administrative Agent and all consent fees payable to the Lenders and all expenses, including
all reasonable fees and expenses of Mayer Brown LLP, counsel to the Administrative Agent, for which reasonably detailed invoices
have been presented on or before the Third Amendment Effective Date; and


 


(h)
to the extent reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the Third Amendment
Effective Date, documentation and other information that are required by regulatory authorities under applicable “know-your-customer”
rules and regulations, including the Act.


 


In
the event that the Third Amendment Effective Date does not occur on or before 11:59 p.m., New York City time, on February
12, 2017, then this Agreement shall automatically terminate unless the Administrative Agent shall, upon the instruction of the
Required Lenders, agree to an extension.


 


SUBPART
4.2.2. Satisfactory Legal Form. All documents executed or submitted pursuant hereto shall be satisfactory in form and substance
to the Administrative Agent and its counsel. The Administrative Agent and its counsel shall have received all information and
such counterpart originals or such certified or other copies of such materials, as the Administrative Agent or its counsel may
reasonably request.


 


The
Administrative Agent shall promptly notify the Borrowers and the Lenders when the foregoing conditions have been satisfied and
when each of the Third Amendment Closing Date and the Third Amendment Effective Date, as applicable, has occurred, and such notice
shall be conclusive and binding on all parties to the Credit Agreement.


 






     


     


    

 


PART
V

MISCELLANEOUS PROVISIONS


 


SUBPART
5.1. Loan Document pursuant to Existing Credit Agreement. This Amendment is a Loan Document pursuant to the Existing Credit
Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Existing
Credit Agreement. Upon and after the Third Amendment Effective Date, each reference in the Existing Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement
shall mean and be a reference to the Existing Credit Agreement as modified by this Amendment.


 


SUBPART
5.2. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


SUBPART
5.3. Limited Waiver and Amendments. The foregoing waiver and amendments shall be limited precisely as written and in no
event shall be deemed to constitute a waiver to, or an amendment of any other term, provision or condition of the Existing Credit
Agreement or any other Loan Document or prejudice any right or remedy that the Administrative Agent or any Lender may now have
or may have in the future under or in connection with the Credit Agreement or any other Loan Document. In furtherance of the foregoing,
except as expressly waived or amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions
of the Existing Credit Agreement and each other Loan Document is hereby ratified and confirmed, shall remain unchanged and shall
continue to be in full force and effect in accordance with their respective terms.


 


SUBPART
5.4. Governing Law; Entire Agreement. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Amendment constitutes the entire understanding among
the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect
thereto.


 


SUBPART
5.5. Execution in Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each
of which counterparts when so executed shall be an original, but all of which counterparts shall together constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


SUBPART
5.6. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning
or interpretation of this Amendment or any provision hereunder.


 


SUBPART
5.7. Lender Joinder. By their execution hereof, each of the parties hereto acknowledges and agrees that (a) any Lender
under the Existing Credit Agreement that is not a party to this Amendment as of the Third Amendment Closing Date may become a
party to this


 






     


     


    

 


Amendment
as if it were a party hereto as of the Third Amendment Closing Date upon the delivery, prior to the Third Amendment Effective
Date, of a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed on behalf
of such Lender, the Borrowers and the Administrative Agent and (b) the Administrative Agent may revise Schedule 1A to reflect
such Lenders’ Commitments, in each case without the consent of any Lender party hereto.


 


 


 




     


     


    


 


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


 


	 	INGRAM MICRO INC., as a Borrower
    and a Guarantor
	 	 
	 	 
	 	By: 	/s/ William D. Humes  
	 	 	Name: William D. Humes
Title: Chief Financial Officer



 


	 	 	Address:

3351 Michelson Drive, Suite 100


Irvine,
CA 92612-0697


  


Facsimile
No.: 714.566.7873


 


Attention:
Erik Smolders











     


     


    


 






	 	INGRAM
MICRO LUXEMBOURG S.À R.L., as a Borrower
	 	 
	 	 
	 	By: 	/s/ Erik Smolders
	 	 	Name: Erik Smolders
Title: Manager



 


	 	 	Address:


 

20, rue Eugène Ruppert


L-2453
Luxembourg



  


Facsimile
No.: 


 


Attention:

















     


     


    


 


	 	THE
BANK OF NOVA SCOTIA., as the Administrative Agent and a Lender
	 	 
	 	 
	 	By: 	/s/ Winston Lua   
	 	 	Name: Winston Lua  
Title: Director



 


 


 


 




     


     


    


 


	 	Bank of America, N.A., as
    a Lender
	 	 
	 	 
	 	By: 	/s/ Jeannette Lu
	 	 	Name: Jeannette Lu
Title: Director.



 


	 	BNP Paribas, as a Lender
	 	 
	 	 
	 	By: 	/s/ Gregory Paul
	 	 	Name: Gregory Paul
Title: Managing Director






	 	
	 	 
	 	 
	 	By: 	/s/ Liz Cheng
	 	 	Name: Liz Cheng
Title: Vice President



 


	 	THE BANK OF TOKYO-MITSUBISHI
    UFJ, LTD.,     as a     Lender
	 	 
	 	 
	 	By: 	/s/ Lillian Kim
	 	 	Name: Lillian Kim
Title: Director



 


	 	HSBC BANK USA, NATIONAL ASSOCIATION,
    as a Lender
	 	 
	 	 
	 	By: 	/s/ David Wagstoff
	 	 	Name: David Wagstoff
Title: Managing Director



 


	 	DEUTSCHE BANK AG NEW YORK BRANCH,
    as a     Lender
	 	 
	 	 
	 	By: 	/s/ Ming K. Chu
	 	 	Name: Ming K. Chu
Title: Director






	 	By: 	/s/ Virginia Cosenza
	 	 	Name: Virginia Cosenza
Title: Vice President



 


	 	MORGAN STANLEY BANK, N.A., as a
    Lender
	 	 
	 	 
	 	By: 	/s/ Jonathan Kerner
	 	 	Name: Jonathan Kerner
Title: Authorized Signatory



 


	 	PNC BANK, NATIONAL ASSOCIATION,
    as a Lender
	 	 
	 	 
	 	By: 	/s/ Philip K. Liebscher
	 	 	Name: Philip K. Liebscher
Title: Senior Vice President



 


	 	U.S. BANK NATIONAL ASSOCIATION, as a
    Lender
	 	 
	 	 
	 	By: 	/s/ Matt S. Scullin
	 	 	Name: Matt S. Scullin
Title: Vice President



 


	 	WESTPAC BANKING CORPORATION,
    as a Lender
	 	 
	 	 
	 	By: 	/s/ Richard Yarnold
	 	 	Name: Richard Yarnold
Title: Director



 






     


     

    

 


	 	BANCO BILBAO VIZCAYA ARGENTARIA,
    S.A. NEW YORK BRANCH, as a Lender
	 	 
	 	 
	 	By: 	/s/ Brian Crowley
	 	 	Name: Brian Crowley
Title: Managing Director






	 	By: 	/s/ Cara Younger
	 	 	Name: Cara Younger
Title: Director



 


	 	ING BANK N.V.- DUBLIN BRANCH,
    as a Lender
	 	 
	 	 
	 	By: 	/s/ Sean Hassett
	 	 	Name: Sean Hassett
Title: Director






	 	By: 	/s/ Pádraig Matthews
	 	 	Name: Pádraig Matthews
Title: Vice President



 


	 	SUNTRUST BANK, as a
    Lender
	 	 
	 	 
	 	By: 	/s/ Lisa Garling
	 	 	Name: Lisa Garling
Title: Director



 




     


     


    


 


SCHEDULE
IA


 


Lender
Commitment Schedule


 





	Lender	Initial Commitment Amount	Percentage
	The Bank of Nova Scotia	$100,000,000	9.523809%
	Bank of America, N.A.	$100,000,000	9.523809%
	BNP Paribas	$100,000,000	9.523809%
	The Bank of Tokyo-Mitsubishi	 	 
	UFJ, Ltd.	$100,000,000	9.523809%
	HSBC Bank USA, National	 	 
	Association	$100,000,000	9.523809%
	Deutsche Bank AG New York	 	 
	Branch	$100,000,000	9.523809%
	Morgan Stanley Bank, N.A.	$67,500,000	6.428571%
	PNC Bank, National Association	$67,500,000	6.428571%
	U.S. Bank National Association	$67,500,000	6.428571%
	Westpac Banking Corporation	$67,500,000	6.428571%
	Banco Bilbao Vizcaya Argentaria, 

S.A. New York Branch	$60,000,000	5.714286%
	ING Bank N.V. – Dublin Branch	$60,000,000	5.714286%
	SunTrust Bank	$60,000,000	5.714286%
	 	$1,050,000,000	100.000000%







 




     


     


    


 


SCHEDULE
III


 


EMPLOYEE-RETENTION
BONUS PAYMENT


 


Tianjin
Tianhai Investment Company, Ltd. shall set up a retention pool with an aggregate cash payment amount of up to $150,000,000 to
be paid to certain employees in installments. Installment payments shall be in accordance with the following schedule (subject
to any adjustment made in connection with an extension of the End Date (as defined in the Merger Agreement) pursuant to Section
10.01(b) of the Merger Agreement, to February 11, 2017, due to (a) there being a CFIUS Investigation (as defined in the Merger
Agreement) on November 13, 2016 and/or (b) any or all of the conditions to the Closing (as defined in the Merger Agreement) set
forth in Section 9.01(c) or Section 9.01(d) of the Merger Agreement not having been satisfied (with all other conditions to Closing
set forth in Article 9 of the Merger Agreement having been satisfied or waived by the party entitled to waive such condition (or
in the case of conditions that by their terms are to be satisfied at the Closing, being capable of being satisfied)) on November
13, 2016): 25% between the Closing Date (as defined in the Merger Agreement) and December 31, 2016; 25% on December 31, 2016;
25% on June 30, 2017 and 25% on December 31, 2017.


 


 


 


 




     


     


    




 





Execution
Version


 




 


 


 








 


US $1,500,000,000


 


CREDIT
AGREEMENT1


 


dated
as of September 28, 2011,


 


among


 


INGRAM
MICRO INC.,

as an Initial Borrower and Guarantor,


 


INGRAM
MICRO LUXEMBOURG S.à r.l.,


 


as
an Initial Borrower,


 


CERTAIN
FINANCIAL INSTITUTIONS,

as the Lenders,


 


BANK
OF AMERICA, N.A.,

BNP PARIBAS,

THE ROYAL BANK OF SCOTLAND PLC, 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., and





HSBC
BANK USA, NATIONAL ASSOCIATION and

DEUTSCHE BANK SECURITIES INC.,

as the Co-Syndication Agents for the Lenders


 


and


 


THE
BANK OF NOVA SCOTIA,

as the Administrative Agent for the Lenders


 


 



As
arranged by


 


THE
BANK OF NOVA SCOTIA,

BNP PARIBAS SECURITIES CORP.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

RBS SECURITIES INC., 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,





HSBC
SECURITIES (USA) INC. and





HSBCDEUTSCHE
BANK SECURITIES (USA) INC.

as the Joint Lead Arrangers and

Co-Bookrunners


 


 





 






1
As amended by Amendment No. 1 dated as of August 15, 2013
and2013, Amendment No. 2 dated as of December
19, 2014.2014 and
Amendment No. 3 dated as of October 19, 2016.


 





 


 











Ingram
Micro/Credit Agreement 












     


     


    

 


 





TABLE
OF CONTENTS


 


Page


 





	ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS






 





	 	SECTION 1.1	Defined Terms	2
	 	SECTION 1.2	Use of Defined Terms	32
	 	SECTION 1.3	Cross-References	32
	 	SECTION 1.4	Accounting and Financial Determinations	32
	 	SECTION 1.5	Calculations	33
	 	SECTION 1.6	Round Amounts	33



 





	ARTICLE II	COMMITMENTS, ETC






 









	 	SECTION 2.1	Commitments	33
	 	SECTION 2.2	Reductions of the Commitment Amounts	34
	 	SECTION 2.3	Ineligible Currencies	35
	 	SECTION 2.4	Designated Additional Loans	35



 





	ARTICLE III	PROCEDURES FOR CREDIT EXTENSIONS






 






	 	SECTION 3.1	Borrowing Procedures	36
	 	SECTION 3.2	Letter of Credit Issuance Procedures	38
	 	SECTION 3.3	Amendment and Extension	42



 





	ARTICLE IV	PRINCIPAL, INTEREST, AND FEE PAYMENTS






 









	 	SECTION 4.1	Loan Accounts, Notes, Payments, and Prepayments	43
	 	SECTION 4.2	Interest Provisions	45
	 	SECTION 4.3	Fees	47
	 	SECTION 4.4	Rate and Fee Determinations	49



 








	ARTICLE V	CERTAIN PAYMENT PROVISIONS






 






	 	SECTION 5.1	Illegality; Currency Restrictions	50
	 	SECTION 5.2	Deposits Unavailable	50
	 	SECTION 5.3	Increased Credit Extension Costs, etc	51
	 	SECTION 5.4	Funding Losses	52
	 	SECTION 5.5	Increased Capital Costs	52
	 	SECTION 5.6	Discretion of Lenders as to Manner of Funding	53
	 	SECTION 5.7	Taxes	53
	 	SECTION 5.8	Payments	57
	 	SECTION 5.9	Sharing of Payments	57
	 	SECTION 5.10	Right of Set-off	58
	 	SECTION 5.11	Judgments, Currencies, etc	59
	 	SECTION 5.12	Replacement of Lenders	59
	 	SECTION 5.13	Change of Lending Office	59
	 	SECTION 5.14	European Monetary Union	60
	 	SECTION 5.15	Defaulting Lenders	60
	 	SECTION 5.16	Cash Collateral	63



 


 






    i 


     


    

 


	 	SECTION 5.17	Termination of Defaulting Lender	64



 





	ARTICLE VI	CONDITIONS TO MAKING CREDIT EXTENSIONS AND ACCESSION OF ACCEDING BORROWERS AND WITHDRAWAL OF BORROWERS






 


	 	SECTION 6.1	Initial Credit Extension	64
	 	SECTION 6.2	All Credit Extensions	66
	 	SECTION 6.3	Acceding Borrowers	67
	 	SECTION 6.4	Withdrawing Borrowers	69



 














	ARTICLE VII	REPRESENTATIONS AND WARRANTIES






 






	 	SECTION 7.1	Organization, etc	69
	 	SECTION 7.2	Due Authorization, Non-Contravention, etc	70
	 	SECTION 7.3	No Default	70
	 	SECTION 7.4	Government Approval, Regulation, etc	70
	 	SECTION 7.5	Validity, etc	70
	 	SECTION 7.6	Financial Information	71
	 	SECTION 7.7	No Material Adverse Effect	71
	 	SECTION 7.8	Litigation, Labor Controversies, etc	71
	 	SECTION 7.9	Subsidiaries	71
	 	SECTION 7.10	Ownership of Properties	71
	 	SECTION 7.11	Taxes	71
	 	SECTION 7.12	Pension and Welfare Plans	72
	 	SECTION 7.13	Environmental Warranties	72
	 	SECTION 7.14	Accuracy of Information	73
	 	SECTION 7.15	Patents, Trademarks, etc	73
	 	SECTION 7.16	Margin Stock	73
	 	SECTION 7.17	Sanctions Laws and Regulations	74



 





	ARTICLE VIII	COVENANTS






 









	 	SECTION 8.1	Affirmative Covenants	74
	 	SECTION 8.2	Negative Covenants	79



 








	ARTICLE IX	EVENTS OF DEFAULT






 






	 	SECTION 9.1	Listing of Events of Default	85
	 	SECTION 9.2	Action if Bankruptcy	88
	 	SECTION 9.3	Action if Other Event of Default	88
	 	SECTION 9.4	Cash Collateral	88



 





	ARTICLE X	AGENTS






 






	 	SECTION 10.1	Authorization and Actions	88
	 	SECTION 10.2	Funding Reliance, etc	89



 


 






    ii 


     


    

 


	 	SECTION 10.3	Exculpation	89
	 	SECTION 10.4	Successor	89
	 	SECTION 10.5	Credit Extensions by an Agent	90
	 	SECTION 10.6	Credit Decisions	90
	 	SECTION 10.7	Copies, etc	91
	 	SECTION 10.8	Joint Lead Arrangers and other Agents	91



 








	ARTICLE XI	MISCELLANEOUS PROVISIONS






 






	 	SECTION 11.1	Waivers, Amendments, etc	91
	 	SECTION 11.2	Notices	92
	 	SECTION 11.3	Payment of Costs and Expenses	92
	 	SECTION 11.4	Indemnification	92
	 	SECTION 11.5	Survival	93
	 	SECTION 11.6	Severability	94
	 	SECTION 11.7	Headings	94
	 	SECTION 11.8	Execution in Counterparts, Effectiveness; Entire Agreement	94
	 	SECTION 11.9	Jurisdiction	94
	 	SECTION 11.10	Successors and Assigns	96
	 	SECTION 11.11	Assignments and Transfers of Interests	96
	 	SECTION 11.12	Other Transactions	99
	 	SECTION 11.13	Further Assurances	99
	 	SECTION 11.14	Waiver of Jury Trial	99
	 	SECTION 11.15	Confidentiality	100
	 	SECTION 11.16	Release of Subsidiary Guarantors and Acceding Borrowers	100
	 	SECTION 11.17	Collateral	101
	 	SECTION 11.18	USA PATRIOT Act Notice	101
	 	SECTION 11.19	No Advisory or Fiduciary Responsibility	101







 


 


 




    iii 


     


    

SCHEDULES
AND EXHIBITS


 





 


	Schedule IA	-	Lender Commitment Schedule
	Schedule I	-	Disclosure Schedule
	 	-	Item 7.8
	 	-	Item 7.9
	 	-	Item 7.11
	 	-	Item 7.12
	 	-	Item 8.2.1(a)(ii)
	 	-	Item 8.2.2(a)
	Schedule II	-	Existing Letters of Credit
	Schedule III	 	Employee-Retention Bonus Payments
	 	 	 
	Exhibit A-1	-	Revolving Note
	Exhibit A-2	-	Swing Line Note
	Exhibit B	-	Borrowing Request
	Exhibit C	-	Issuance Request
	Exhibit D	-	Continuation Notice
	Exhibit E	-	Compliance Certificate
	Exhibit F	-	Effective Date Certificate
	Exhibit G	-	Intra-Group Agreement
	Exhibit H	-	Micro Guaranty
	Exhibit I	-	Additional Guaranty
	Exhibit J	-	Lender Assignment Agreement
	Exhibit K	-	Opinion of the Senior Corporate Counsel of Micro
	Exhibit L	-	Opinion of Special New York counsel to Micro
	Exhibit M	-	Opinion of Special Belgian counsel to Coordination Center
	Exhibit N	-	Accession Request and Acknowledgment







 


 


  





	 	 iv	 
	 	 	 
	 	Ingram Micro/Credit Agreement 	 



  




     


     


    

CREDIT
AGREEMENT


 


THIS CREDIT
AGREEMENT is among:


 


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



 


		·	INGRAM
                                         MICRO LUXEMBOURG S.à r.l.,
                                         a private limited liability company organized and existing under the laws of the Grand-Duchy
                                         of Luxembourg (“Ingram Lux”, and together with Micro, the “Initial
                                         Borrowers”);



 


		·	THE
                                         BANK OF NOVA SCOTIA (“Scotiabank”), BANK OF AMERICA, N.A. (“BOA”),
                                         BNP PARIBAS (“BNP”), THE ROYAL BANK
                                         OF SCOTLAND plc (“RBS”), THE BANK
                                         OF TOKYO-MITSUBISHI UFJ, LTD. (“BTMU”), HSBC Bank USA, National Association
                                         (“HSBC”), Deutsche
                                         Bank AG, New York Branch (“DB”) and all other financial institutions
                                         party hereto (together with their respective successors and permitted assigns and any
                                         branch or affiliate of a financial institution funding a Revolving Loan as permitted
                                         by Section 5.6 as a signatory or otherwise, collectively, the “Lenders”);
                                         and



 


		·	SCOTIABANK,
                                         as administrative agent for the Lenders (in such capacity, the “Administrative
                                         Agent”) and BOA, BNP, RBS, BTMU,
                                         HSBC, and HSBCDeutsche
                                         Bank Securities Inc. (“DBSI”), as co-syndication agents for the
                                         Lenders (in such capacity, the “Syndication Agents” and, collectively
                                         with the Administrative Agent, the “Agents”).



 


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


 


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


 


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


 


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


 


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


 


 


Ingram Micro/Credit Agreement 




     


     


    

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


 


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


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acceding
Borrower” is defined in Section 6.3.


 


“Acceding
Borrower Effective Date” is defined in Section 6.3.


 


“Acceding
Borrower Sub-Facility” is defined in Section 6.3.


 


“Acceding
Borrower Sub-Facility Reallocation” is defined in Section 6.3.


 


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


 


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


 


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


 


“Act”
is defined in Section 11.18.


 


“Additional
Commitment Date” is defined in Section 2.4.


 


 




    2
 
Ingram Micro/Credit Agreement 


     


    

“Additional
Commitment Lender” is defined in Section 2.4.


 


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


 


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


 


“Additional
Permitted Liens” means, as of any date (a) Liens securing Indebtedness and not described in clauses (a) through
(m) of Section 8.2.2, but only to the extent that (i) the sum of the Amount of Additional Liens on that date plus
the amount of cash and cash equivalents or investments subject to Liens permitted by clause (c) of this definition on that
date does not exceed 105%
of Consolidated Tangible Assets on that date and, (ii) the Borrowers are otherwise in compliance with Section 8.2.1(b)(i),
(b) Liens constituting Acquired Existing Debt and Liens on that date and (c) Liens on cash and cash equivalents or investments
(and the deposit or other accounts to which such cash and cash equivalents and investments are credited) securing obligations
under any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other
interest rate, currency exchange rate or commodity price hedging agreement but only to the extent that the sum of the Amount of
Additional Liens on that date plus the amount of such cash and cash equivalents or investments on that date does not exceed 105%
of Consolidated Tangible Assets on that date.


 


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


 


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


 


“Affiliate
Transaction” is defined in Section 8.2.6.


 


“Agents”
is defined in the preamble.


 


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


 


“Alternate
Base Rate” means, on any date, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest
1/16 of 1%) equal to (i) in the case of Loans denominated in Dollars, the highest of: (a) the Base Rate in effect on such day;
(b) the Federal 


 




    3
 
Ingram Micro/Credit Agreement 


     


    

Funds
Rate in effect on such day plus 1⁄2 of 1%; and (c) the one-month LIBO Rate; (ii) in the case of Loans denominated in
Sterling, the Sterling Base Rate; (iii) in the case of Loans denominated in Euro, the Euro Base Rate; and (iv) in the case of
Loans denominated in a currency other than Dollars, Sterling or Euro, the comparable rate for such currency, as reasonably
determined by the Administrative Agent; provided that if the
Alternative Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this
Agreement.


 


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


 


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


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act
2010, as amended.


 


“Applicable
Margin” means, for any Loan or Letter of Credit, the rate per annum determined in accordance with the following procedure;
provided that for any day during the period from and including the Second Amendment Effective Date, through and including the
six month anniversary of the Second Amendment Effective Date, the Applicable Margin shall be not lower than Pricing Level III:


 


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


 


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


 


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


 




    4
 
Ingram Micro/Credit Agreement 


     


    

	Pricing
    Level	Credit
    Rating	Leverage
    Ratio	Applicable
    Margin for

    Libo Rate Loans	Applicable
    Margin for

    Base Rate Loans
	Level
    I	Higher than or equal
    to BBB+ or Baa1	Less than .50	1.125%	0.125%
	Level
    II	BBB or Baa2	Greater than or equal
    to .50, but less than 1.00	1.25%	0.25%
	Level
    III	BBB- or Baa3	Greater than or equal
    to 1.00, but less than 2.00	1.50%	0.50%
	Level
    IV 	BB+ or Ba1 	Greater than or equal
    to 2.00, but less than 3.00	1.6251.75%	0.6250.75%
	Level
    V	Lower than or equal
    to BB or Ba2	Greater than or equal
    to 3.00	2.002.25%	1.001.25%


 


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


 


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


 


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


 


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


 


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


 


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


 




    5
 
Ingram Micro/Credit Agreement 


     


    

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


 


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


 


“Available
Distribution Amount” means, on any date, (i) an amount, not less than zero in the aggregate, equal to 50% of Consolidated
Adjusted Net Income for the period (taken as one accounting period) from the first day of the Fiscal Period during which the Change
in Control Date occurs to the end of the Fiscal Period most recently ended (it being understood and agreed that solely for purposes
of this clause (i) the Consolidated Adjusted Net Income for such initial Fiscal Period shall be equal to (x) 50% of the Consolidated
Adjusted Net Income for such Fiscal Period multiplied by (y) a fraction (A) the numerator of which is the number of days
from and after the Change in Control Date to and including the last day of such Fiscal Period and (B) the denominator of which
is the total number of days in such Fiscal Period) minus (ii) the aggregate amount of all Restricted Payments made pursuant
to Section 8.2.4 after the Change in Control Date and prior to such date of calculation.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.


 


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


 


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


 


“BNP”
is defined in the preamble.


 


“BOA”
is defined in the preamble.


 


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


 




    6
 
Ingram Micro/Credit Agreement 


     


    

“Borrowers”
means, collectively, the Initial Borrowers and the Acceding Borrowers party to this Agreement from time to time, together with
their respective successors and assigns; provided that, upon the effectiveness of the withdrawal of a Borrower in accordance with
Section 6.4, such Person shall cease to be a Borrower.


 


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


 


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


 


“BTMU”
is defined in the preamble.


 


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


 


“Business
Day” means


 


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


 


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


 


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


 


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


 




    7
 
Ingram Micro/Credit Agreement 


     


    

each
applicable Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the
proceeds of such cash collateral and other credit support.


 


“Change
in Control” means the occurrence of either (a) prior
to a Qualified IPO, HNA Group shall cease (i) to directly or indirectly be the largest holder of the capital stock of Micro having
ordinary voting power or (ii) to be able to exercise effective control (as defined in clause (b) of the second sentence of the
definition of the term “Affiliate”) over Micro; (b) following a Qualified IPO, any Person or two or more
Persons (excluding the Family Stockholders (as defined in the Board Representation Agreement)HNA
Group) acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended (or any successor regulation)) of capital stock
of Micro having more than 30% of the ordinary voting power of all capital stock of Micro then outstanding;
or (b) unless HNA Group shall directly or indirectly
own capital stock of Micro representing a greater percentage of the ordinary voting power of all capital stock of Micro stock
then outstanding; or (c) following a Qualified IPO, at any time during any period of 25 consecutive calendar months
commencing on or after the date of this AgreementThird
Amendment Effective Date, a majority of Board of Directors of Micro shall no longer be composed of individuals (i)
who were members of such Board of Directors on the first day of such period, (ii) whose election or nomination to such Board of
Directors was approved by individuals referred to in clause (bc)(i)
above constituting at the time of such election or nomination at least a majority of such Board of Directors,
or (iii) whose election or nomination to such Board of Directors was approved by individuals referred to in clause
(bc)(i) or (bc)(ii)
above constituting at the time of such election or nomination at least a majority of such Board of Directors.


 


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


 


“Change
of Control Date” means the date that the Merger has been consummated.


 


“Change
of Control Triggering Event” means the occurrence of a Change of Control Triggering Event as defined in the Senior Note
Indentures.


 


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


 


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


 


“Commitment
Fee” is defined in Section 4.3.2.


 


“Commitment
Termination Date” means January 5, 2020, or the earlier date of termination in whole of the Commitments pursuant to
Section 2.2, 9.2 or 9.3.


 





 




    8
 
Ingram Micro/Credit Agreement 


     


    

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


 


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


 


“Consolidated
Adjusted Net Income” means for any period, Consolidated Net Income for such period, adjusted, to the extent material and
included in calculating Consolidated Net Income, by excluding from the calculation thereof, without duplication,


 


(1)       any
impairment charge or asset write-off pursuant to Accounting Standards Codification (“ASC”) Topic 350 and ASC Topic
360 and the amortization of intangibles arising pursuant to ASC Topic 350,


 


(2)       the
cumulative effect of a change in accounting principles,


 


(3)       any
non-cash compensation charge arising from the grant of or issuance of stock, stock options or other equity based awards,


 


(4)       any
gain or loss, net of taxes, attributable to disposed, abandoned, transferred or closed assets or operations and any gain or loss,
net of taxes, on disposal of disposed, abandoned, transferred or closed assets or operations (including, without limitation, assets
or operations disposed of during such period), and


 


(5)       net
earnings (or losses) of a Subsidiary that is accounted for by the equity method of accounting except to the extent dividends/distributions
are received in cash.


 


For
the sake of clarity, (x) any material amounts restated for discontinued operations in Micro’s consolidated financial statements
shall not be recalculated under this definition and (y) any material gain or loss, net of taxes, attributable to discontinued
operations and any material gain or loss, net of taxes, on disposal of discontinued operations (including, without limitation,
operations disposed of during such period) shall be excluded from the calculation of Consolidated Adjusted Net Income.


 


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


 


“Consolidated
EBITDA” means, for any period, Consolidated Income (or Loss) from Operations for such period adjusted by adding thereto
(a) the amount of all amortization of intangibles, depreciation and any other non-cash charges that were deducted in arriving
at Consolidated Income (or Loss) from Operations for such period and (b) without duplication, (i)
up to an aggregate $50,000,000 of expenses related to the Transaction, (ii) up to an aggregate


 






    9
 
Ingram Micro/Credit Agreement 


     


    

 


$150,000,000
of extraordinary cash expenses as set forth on Schedule III hereto related to employee-retention bonus payments in
connection with the Transaction, (iii) the amount of all cash payments made pursuant to the terms of the Merger Agreement
with respect to unvested stock awards and (iv) the amount of Restructuring Charges
recorded in accordance with GAAP during any such
period; provided that the amount of Restructuring Charges added pursuant to clause (b)(iv)
may not exceed $50,000,000 in any four consecutive Fiscal Periods.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    10
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


“Contingent
Liability” means any agreement, undertaking or arrangement (including any partnership, joint venture or similar arrangement)
by which any Person guarantees, endorses or otherwise becomes or is contingently liable (by direct or indirect agreement, contingent
or otherwise) to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or obligation or any other
liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment
of dividends or other distributions upon the shares of any other person, if the primary purpose or intent thereof by the Person
incurring the Contingent Liability is to provide assurance to the obligee of such obligation of another Person that such obligation
of such other Person will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders
of such obligation will be protected (in whole or in part) against loss in respect thereof. The amount of any Person’s obligation
under any Contingent Liability shall be deemed to be the lower of (a) the outstanding principal or face amount of the debt, obligation
or other liability guaranteed thereby and (b) the maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Contingent Liability, unless such obligation and the maximum amount for which such Person may be
liable are not stated or determinable, in which case the amount of such Contingent Liability shall be such Person’s maximum
reasonably anticipated liability in respect thereof as determined by Micro in good faith.


 


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


 


“Controlled
Group” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under


 






    11
 
Ingram Micro/Credit Agreement 


     


    

 


common
control which, together with Micro, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001
of ERISA.


 


“Coordination
Center” means Ingram Micro Coordination Center BVBA, a company organized and existing under the laws of The Kingdom
of Belgium.


 


“Cost
of Funds” means, for the Administrative Agent or any Lender, as the case may be, its cost, from whatever source it
reasonably selects, of funds in respect of any expenditure or funding by it or in respect of maintaining any Loan, as the
case may be; provided that if the Cost of Funds shall be less than
zero, such cost of funds shall be deemed to be zero for purposes of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“DB”
is defined in the preamble.


 


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


 


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


 


“Defaulting
Lender” means, subject to Section 5.15(b), any Lender that (a) has failed to (i) fund all or any portion of
its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default,
shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any
Issuer, the Swing Line Lender or any other Lender any other amount


 






    12
 
Ingram Micro/Credit Agreement 


     


    




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


 


“Designated
Additional Commitments” is defined in Section 2.4.


 


“Designated
Person” means a person or entity: (a) listed in the annex to, or otherwise the subject of the provisions of, any applicable
Executive Order (as defined in the definition of Sanctions Laws and Regulations); (b) named as a “Specially Designated National
and Blocked Person” (“SDN”) on the most current list published by the U.S. Department of the Treasury
Office of Foreign Assets Control (“OFAC”)
at its official website or any replacement website or other replacement
official publication of such list; (c) is otherwise the subject of any applicable Sanctions Laws and Regulations; or (d) in which
an entity or person on the SDN list has 50% or greater ownership interest or that is otherwise controlled by an SDN.
 


“Disbursement
Date” is defined in Section 3.2.2.


 


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


 


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


 






    13
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


“Domestic
Subsidiary” means any Subsidiary of Micro that is not a Foreign Subsidiary.


 


“EEA
Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent
of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated
supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means September 28, 2011.


 


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


 


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


 


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


 


(b)       a
commercial bank that at that time (i) is organized under the laws of the United States or any State thereof, (ii) has outstanding
unsecured indebtedness that is rated


 






    14
 
Ingram Micro/Credit Agreement 


     


    

 


A-
or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally recognized statistical rating
agency of similar standing if such corporations are no longer in the business of rating unsecured indebtedness of entities engaged
in such businesses) and (iii) has combined capital and surplus (as established in its most recent report of condition to its primary
regulator) of not less than $250,000,000 (or its equivalent in foreign currency);


 


(c)       a
commercial bank that at that time (i) is organized under the laws of (A) any other country that is a member of the Organization
for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated
with its General Arrangements to Borrow or any country that is a member of the European Community, or (B) political subdivision
of any such country, (ii) has (unless Micro otherwise agrees) outstanding unsecured indebtedness that is rated A- or better by
S&P or A3 or better by Moody’s (or an equivalent rating by another nationally recognized statistical rating agency of
similar standing if such corporations are no longer in the business of rating unsecured indebtedness of entities engaged in such
businesses) and (iii) has combined capital and surplus (as established in its most recent report of condition to its primary regulator)
of not less than $250,000,000 (or its equivalent in foreign currency);


 


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


 


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


 


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


 


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


 






    15
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


“Environmental
Laws” means any and all applicable statutes, laws, ordinances, codes, rules, regulations and binding and enforceable
guidelines (including consent decrees and administrative orders binding on any Obligor or any of their respective Subsidiaries),
in each case


 


as now or
hereafter in effect, relating to human health and safety, or the regulation or protection of the environment, or to emissions,
discharges, releases or threatened releases of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes
into the indoor or outdoor environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes issued (presently
or in the future) by any national, federal, state, provincial, territorial, or local authority in any jurisdiction in which any
Obligor or any of their respective Subsidiaries is conducting its business.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.


 


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


 


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


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time.


 


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


 


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


 






    16
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


“Event
of Default” is defined in Section 9.1.


 


“Executive
Order” is defined in the definition of Sanctions Laws and Regulations. 


 


“Existing
Letters of Credit” means each of the Letters of Credit set forth on Schedule II hereto.


 


“Extension”
is defined in Section 3.3.


 


“Extension
Offer” is defined in Section 3.3.


 


“FASB”
means the Financial Accounting Standards Board.


 


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


 


“Federal
Funds Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, the immediately
preceding Business Day), as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions
received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.


 


“Fee
Letters” means (a) prior to the First Amendment Effective Date, the letter agreements dated on or about September 6,
2011, between Micro and certain of its affiliates, on the one hand, and each of Scotiabank, BOA and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, BNP and BNP Paribas Securities Corp., RBS and RBS Securities Inc., and Union Bank, N.A., on the other,
relating to certain fees to be paid in connection with this Agreement, (b) on and after the First Amendment Effective Date, the
letter agreement dated as of July 24, 2013, between Micro and Scotiabank relating to certain fees to be paid in connection with
the First Amendment and (c) on and after the Second Amendment Effective Date, the letter agreements dated as of December 5, 2014,
between Micro and each of the Joint Lead Arrangers relating to certain fees to be paid in connection with the Second Amendment.


 


“First
Amendment” means Amendment No. 1 to Credit Agreement, dated as of August 15, 2013, among the Borrowers, the other Obligors
party thereto, Scotiabank, as administrative agent, and the other Lenders party thereto.


  


“First
Amendment Effective Date” means the date on which the First Amendment becomes effective in accordance with its terms.


 






    17
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Foreign
Excluded Subsidiary” is defined in Section 8.1.8.


 


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


 


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


 


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


 


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


 


“GAAP”
is defined in Section 1.4.


 






    18
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


“HNA
Group” means the collective reference to (i) HNA Group Co., Ltd, together with its direct and indirect Subsidiaries and
Affiliates including Tianjin Tianhai Investment Company, Ltd. and its direct and indirect Subsidiaries and Affiliates, (ii) any
group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the Closing Date) of which
the Persons described in clause (i) are members; provided that, without giving effect to the existence of such group or any other
group, the Persons described in clauses (i) beneficially own Equity Interests representing more than 50% of the total voting power
of the Equity Interests held by such group and (iii) any Person acting in the capacity of an underwriter (solely to the extent
that and for so long as such Person is acting in such capacity) in connection with a public or private offering of capital stock
of any Relevant Parent Entity or Micro but only to the extent of the shares of capital stock that the HNA Group is required to
purchase from such underwriter in connection with such offering of capital stock.


 


“HSBC”
is defined in the preamble.


 


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


 


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


 


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


 


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


 






    19
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    20
 
Ingram Micro/Credit Agreement 


     


    

 


subject
to such Lien and (ii) the amount of the other Person’s Indebtedness secured by such Lien; and


 


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


 


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


 


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


 


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


 


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


 


(iv)       guarantees
of any Obligor or any of their respective Subsidiaries that are guarantees of performance, reclamation or similar bonds or, in
lieu of such bonds, letters of credit used for such purposes issued in the ordinary course of business for the benefit of any
Subsidiary of Micro, which would not be included on the consolidated financial statements of any Obligor; and


 


(v)       Trade
Payables.


 


“Indemnified
Liabilities” is defined in Section 11.4.


 


“Indemnified
Parties” is defined in Section 11.4.


 


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


 


“Ingram
Lux” is defined in the preamble.


 


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


 


“Initial
Borrowers” is defined in the preamble.


 






    21
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    22
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


“Joint
Lead Arrangers” means Scotiabank, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
RBS Securities Inc., BTMU and (or any other registered
broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s
or any of its Subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following
the date of this Agreement), BTMU, HSBC Securities (USA) Inc. and Deutsche Bank Securities Inc.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    23
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


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


 


provided
that if the LIBO Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


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


 


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


 


“Lien”
means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against, valid claim on or interest in property to secure payment of a debt or performance of an obligation
or other priority or


 






    24
 
Ingram Micro/Credit Agreement 


     


    

 


preferential
arrangement of any kind or nature whatsoever (including, without limitation, (a) the lien or retained security title of a conditional
vendor and (b) under any agreement for the sale of Trade Accounts Receivable (or an undivided interest in a specified amount of
such Trade Accounts Receivable), the interest of the purchaser (or any assignee of such purchaser which has financed the relevant
purchase) in a percentage of receivables of the seller not so sold, held by the purchaser (or such assignee) as a reserve for
(i) interest rate protection in the event of a liquidation of the receivables sold, (ii) expenses that would be incurred upon
a liquidation of the receivables sold, (iii) losses that might be incurred in the event the amount actually collected from the
receivables sold is less than the amount represented in the relevant receivables purchase agreement as collectible, or (iv) any
similar purpose (but excluding the interest of a trust in such receivables to the extent that the beneficiary of such trust is
Micro or a Subsidiary of Micro).


 


“Liquidity”
means, with respect to any Person at any date, the sum of (i) the aggregate amount available to be drawn on such date by such
Person under committed credit, receivables and other financing facilities and (ii) unrestricted cash, cash equivalents and other
marketable securities on such date.


 


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


 


“Loan
Parties” means, collectively, Micro and its Subsidiaries.


 


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


 


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


 


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


 


“Material
Asset Acquisition” (a) means the purchase or other acquisition (in one transaction or a series of related transactions)
from any Person of property or assets, the aggregate purchase price of which (calculated in Dollars) paid in cash or property
(other than property consisting of equity shares or interests or other equivalents of corporate stock of, or partnership or other
ownership interests in, any Obligor), equals or exceeds 25% of the sum (calculated without giving effect to such purchase or acquisition)
of (i) Consolidated Funded Debt (determined as at the end of the then most recently ended Fiscal Period), plus (ii) Consolidated
Stockholders’ Equity (determined as at the end of the then most recently ended Fiscal Period), plus (iii) any increase thereof
attributable to any equity offerings or issuances of capital stock occurring subsequent to


 






    25
 
Ingram Micro/Credit Agreement 


     


    

 


the
end of such Fiscal Period and before any such purchase or acquisition, but (b) does not mean an Intercompany Transfer.


 


“Material
Subsidiary” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)       the
date on which such Obligations expressly become due and payable pursuant hereto or any other Loan Document but in no event beyond
the Commitment Termination Date (or, with respect to any Swing Line Loan, if earlier, 30 days after the making thereof); and


 


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


 


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


 


“Merger”
is defined in the Recitals of the Third Amendment.


 






    26
 
Ingram Micro/Credit Agreement 


     


    

 


“Merger
Agreement” is defined in the Recitals of the Third Amendment.


 


“Micro”
is defined in the preamble.


 


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


 


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


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


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


 


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


 


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


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders, as applicable, in accordance with the terms of Section 11.1 and (b) has been approved
by the Required Lenders or a majority of affected Lenders, as applicable.


 


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


 


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


 


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


 






    27
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


“Obligations”
means, individually and collectively (a) the Revolving Loans, (b) Swing Line Loans, (c) all Letter of Credit Outstandings, and
(d) all other indebtedness, liabilities, obligations, covenants and duties of any Borrower owing to the Agents or the Lenders
of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents including, without
limitation, any fees, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated
or unliquidated, and whether or not evidenced by any note.


 


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


 


“OFAC”
is defined in the definition of Designated Person.


 


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


 


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


 


“Parent”
means GCL Investment Holdings, Inc., a Delaware corporation.


 


“Participant”
is defined in Section 11.11.2.


 


“Participant
Register” is defined in Section 11.11.2.


 


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


 


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


 


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


 






    28
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


“Plan”
means any Pension Plan or Welfare Plan.


 


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


 


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


 


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


 


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


 


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


 


“Qualified
IPO” means the issuance by Micro or any Relevant Parent Entity of its common Equity Interests in an underwritten primary
public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration
statement filed with the Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection
with a secondary public offering) and from which Micro or such Relevant Parent Entity shall have realized gross proceeds of at
least $100,000,000 and such Equity Interests are listed on a nationally-recognized stock exchange in the United States.


 


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


 


“RBS”
is defined in the preamble. means
The Royal Bank of Scotland plc. 


 






    29
 
Ingram Micro/Credit Agreement 


     


    

 


“Reference
Lenders” means Scotiabank and one or more other Lenders as agreed to by the Administrative Agent, any such Lender and
Micro to serve in such capacity.


 


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


 


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


 


(ii)       the
rate that would have been payable if the relevant amount constituted a Loan in the currency of the relevant amount for successive
interest periods of such duration as the Administrative Agent may determine (each a “designated interest period”).


 


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


 


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


 


“Regulation
U” is defined in Section 7.17.


 


“Regulation
X” is defined in Section 7.17.


 


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


 


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


 


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


 


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


 






    30
 
Ingram Micro/Credit Agreement 


     


    

 


any change in, or any promulgation of, any law, regulation, interpretation, directive or request
with respect to taxes.


 


“Reimbursement
Obligation” is defined in Section 3.2.3.


 


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


 


“Relevant
Parent Entity” means any Person of which Micro becomes a Subsidiary.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw-Hill Financial Inc., and any successor thereto.


 


“Sanctions
Laws and Regulations” means (a) each
of the foreign assets control regulations and any sanctions, prohibitions or requirements imposed by any executive order (an “Executive
Order”) by any sanctions program administered by OFAC, (b) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, (c) the Trading with the Enemy Act,
as amended, and (d) any other sanctions measures imposed byany
sanctions administered or enforced by the U.S. Department of


 






    31
 
Ingram Micro/Credit Agreement 


     


    

 


the
Treasury’s Office of Foreign Assets
Control (“OFAC”), the U.S.
Department of State, the United Nations Security Council, the European Union or
the United Kingdom. , Her Majesty’s Treasury,
or French governmental authorities.


 


“Scotiabank”
is defined in the preamble.


 


“SDN”
is defined in the definition of Designated Person.


 


“Second
Amendment” means Amendment No. 2 to Credit Agreement, dated as of December 19, 2014, among the Borrowers, the other
Obligors party thereto, Scotiabank, as administrative agent, and the other Lenders party thereto.


 


“Second
Amendment Effective Date” is defined in the Second Amendment.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Securitization
Default” is defined in Section 9.1.10.


 


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


 


“Senior
Note Indentures” means, collectively, that certain Indenture dated as of August 19, 2010 between Micro and Deutsche Bank
Trust Company Americas and that certain Indenture dated as of August 10, 2012 between Micro and Deutsche Bank Trust Company Americas,
in each case as in effect on the Third Amendment Effective Date.


 


“Senior
Notes” means the notes of Micro issued and outstanding under the Senior Note Indentures.


 


“Settlement
Date” is defined in Section 4.1.2.


 


“Specified
Acceding Borrower” is defined in Section 6.3.


 


“Specified
Lender” is defined in Section 6.3.


 


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


 


“Stated
Expiry Date” is defined in Section 3.2.


 






    32
 
Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


“Subject
Lender” is defined in Section 5.12.


 


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


 


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


 


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


 


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


 


“Swing
Line Loan Commitment Amount” means, on any date, the Dollar Amount of $150,000,000, as such amount may be reduced from
time to time pursuant to Section 2.2. The Swing Line Loan Commitment Amount is part of, and not in addition to, the Commitments.


 


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


 


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


 


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


 


“Tax
Payment” is defined in Section 5.7.


 


“Tax
Refund” is defined in Section 5.7.


 






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“Taxes”
is defined in Section 5.7.


 


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


 


“Third
Amendment” means that certain Amendment No. 3 to Credit Agreement dated as of October 19, 2016 among, inter alia, the Borrowers,
various Lenders and the Administrative Agent.


 


“Third
Amendment Effective Date” has the meaning ascribed thereto in the Third Amendment.


 


“Total
Commitment Amount” means, at any time, the Dollar Amount of $1,500,000,000, as such amount may be reduced from time
to time pursuant to Section 2.2 or increased from time to time pursuant to Section 2.4.


 


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


 


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


 


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


 


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


 






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


 


“Transaction”
means, collectively, (a) the execution and delivery of the Third Amendment, (b) the consummation of the Merger and the other transactions
related thereto and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.


 


“Transferee
Lender” is defined in Section 11.11.1.


 


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


 


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


 


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


 


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


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


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


 


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


 






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may
be, and, unless otherwise specified, references in any Article, Section, clause or definition to any section are references to
such section of such Article, Section, clause or definition.


 


SECTION
1.4 Accounting and Financial Determinations.


 


(a)                Unless
otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, and all accounting
determinations and computations hereunder or thereunder (including under Section 8.2.3) shall be made, in
accordance with those U.S. generally accepted accounting principles (“GAAP”) as applied in the preparation
of the financial statements of Micro and its Consolidated Subsidiaries included in its annual report on Form 10-K for the
Fiscal Year ended January 1, 2011; provided, that the financial statements required to be delivered pursuant to clauses
(a) and (b) of Section 8.1.1 shall be prepared in accordance with GAAP as in effect from time to time and
the quarterly financial statements required to be delivered pursuant to clause (b) of Section 8.1.1 are not
required to contain footnote disclosures required by GAAP and shall be subject to ordinary year-end adjustments.


 


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


 


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


 


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


 


ARTICLE
II



COMMITMENTS, ETC.


 


SECTION
2.1 Commitments. On the terms and subject to the conditions of this Agreement (including Article VI), each Lender severally
(or in the case of Swing Line Loans, the


 






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Swing
Line Lender) agrees that it will, from time to time on any Business Day occurring after the Effective Date and prior to the Commitment
Termination Date:


 


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


 


(i)                
such Lender’s Outstanding Credit Extensions would exceed its Credit Commitment Amount; or


 


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


 


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


 


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


 


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


 


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


 


On and subject to the conditions
hereof, the Borrowers may from time to time borrow, prepay and reborrow Loans and may apply for, extinguish or reimburse drawings
made under and re-apply for Letters of Credit. For purposes of this Section 2.1, the Dollar Amount on any date of any Credit
Extension denominated in an Available Currency (other than Dollars) shall be calculated based upon the spot rate at which Dollars
are offered on such day for such Available Currency which appears on the Reuters Screen LIBOR01 Page at approximately 11:00 a.m.,
London time, (and if such spot rate is not available on the Reuters Screen LIBOR01 Page as of such time, such spot rate as quoted
by Scotiabank, in London at approximately 11:00 a.m., London time).


 


SECTION
2.2 Reductions of the Commitment Amounts.


 


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


 






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Ingram Micro/Credit Agreement 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
2.3 Ineligible Currencies. Notwithstanding any other provision in this Agreement, if, at any time before the Commitment Termination
Date, the Administrative Agent determines that an Available Currency has become an Ineligible Currency, then (a) the Administrative
Agent may (in its sole discretion) at any time so notify the relevant Borrower of any Borrowing denominated in that Ineligible
Currency, and (b) the Commitments of the Lenders to make Loans in that Available Currency shall be suspended unless and until
the Administrative Agent determines that such Available Currency is no longer an Ineligible Currency. Promptly after receiving
that notice and, in any event, within five Business Days of receiving the same, that Borrower will notify the Administrative Agent
and the Lenders as to what Available Currency it desires that Borrowing to be converted into and promptly thereafter the relevant
Lenders shall so convert that Borrowing on the last day of its Interest Period. If the relevant Borrower fails to select another
Available Currency as provided in the preceding sentence, then that other Available Currency shall be selected by the Administrative
Agent. The conversion shall be effected at the


 






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Ingram Micro/Credit Agreement 


     


    

 


relevant
spot rate at which the Ineligible Currency is offered on that last day for the selected Available Currency that appears on the
Reuters Screen LIBOR01 Page at approximately 11:00 a.m., London time, (and if such spot rate is not available on the Reuters Screen
LIBOR01 Page as of that time, the spot rate as quoted by Scotiabank in London at approximately 11:00 a.m., London time) or, if
that spot rate shall not exist, such other rate of exchange as the Administrative Agent shall reasonably determine.


 


SECTION
2.4 Designated Additional Loans. From time to time, so long as no Default has occurred and is continuing, the Borrowers
may notify the Administrative Agent that the Borrowers wish, on the terms and subject to the conditions contained in this
Agreement, to increase the Total Commitment Amount by additional Commitments from the Lenders and/or other Persons (each of
which must be an Eligible Assignee) not then a party to this Agreement (“Designated Additional
Commitments”), provided that the cumulative amount of the Designated Additional Commitments may not exceed
$350,000,000. Such Designated Additional Commitments may, at the Borrowers’ election, take the form of an increase to
the then-existing Commitments or new Term Loans and, to the extent that such increase shall take the form of Term Loans, this
Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, to include such terms
as are customary for a term loan tranche. Such notice shall specify (A) the date (each, an “Additional Commitment
Date”) on which the Borrowers propose that the Designated Additional Commitments shall be effective (it being
understood that the Borrowers and the Agents will use commercially reasonable efforts to avoid the prepayment or assignment
of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), (B) the identity of each
Lender or Eligible Assignee that has agreed to provide a Designated Additional Commitment and become a party to this
Agreement, together with the amount of its Designated Additional Commitment (each, an “Additional Commitment
Lender”) and (C) whether the Designated Additional Commitments shall take the form of an increase to
the then-existing Commitments or new Term Loans. Nothing contained in this Section 2.4 or otherwise in this Agreement
is intended to commit any Lender or any Agent to provide any Designated Additional Commitment, but otherwise no consent from
any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise, for any increase in the Total
Commitment Amount pursuant to this Section 2.4. On the Additional Commitment Date (i) the Total Commitment Amount
shall be increased by the amount of the additional Commitments agreed to be so provided, (ii) subject to compliance with the
terms of Section 6.2, Loans requested by the Borrowers will be made in accordance with this Agreement, (iii) the
Percentages of the respective Lenders and Additional Commitment Lenders shall be appropriately adjusted, (iv) the Lenders and
the Additional Commitment Lenders shall assign and assume outstanding Credit Extensions including participations in
outstanding Letters of Credit so as to cause the amounts of such Loans and participations in Letters of Credit held by each
Lender and each Additional Commitment Lender to conform to the respective Percentages of the Commitments of the Lenders and
the Additional Commitment Lenders and (v) the Borrowers and any Additional Commitment Lender that is not already a Lender
shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan
Document as the Administrative Agent may reasonably request. Any fees payable in respect of any commitment provided for in
this Section 2.4 shall be as agreed to by the Borrowers and the Administrative Agent. Any Designated Additional
Commitment pursuant to this Section 2.4 (i) shall be irrevocable as of the Additional


 






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Ingram Micro/Credit Agreement 


     


    

 


Commitment Date, (ii) shall reduce the amount of commitments that may be requested under this Section 2.4 pro tanto
and (iii) shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000.


 


ARTICLE
III



PROCEDURES FOR CREDIT EXTENSIONS


 


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


 


SECTION
3.1.1 Borrowing Procedure for Revolving Loans.


 


(a)               
In the case of Revolving Loans, on any Business Day occurring after the Effective Date and on or prior to the Commitment
Termination Date, any Borrower may from time to time irrevocably request, by delivering on or prior to 1:00 p.m., Applicable Time,
on such Business Day a Borrowing Request to the Administrative Agent not less than three nor more than five Business Days before
the date of the proposed Borrowing, that a Borrowing be made in a minimum amount of $5,000,000 and an integral multiple of $1,000,000,
or if less, in the unused amount of the Total Commitment Amount. Upon the receipt of each Borrowing Request, the Administrative
Agent shall give prompt notice thereof to each Lender on the same day such Borrowing Request is received. On the terms and subject
to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. On
or before 2:30 p.m., Applicable Time, on such Business Day, each Lender shall deposit with the Administrative Agent (to an account
specified by the Administrative Agent to each Lender from time to time) same day funds in an amount equal to such Lender’s
Percentage of the requested Borrowing.


 


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


 


SECTION
3.1.2 Borrowing Procedure for Swing Line Loans.


 


(a)                In
the case of Swing Line Loans, on any Business Day occurring after the Effective Date and on or prior to the
Commitment Termination Date, any Borrower may from time to time irrevocably request, by delivering on or prior to 1:00 p.m.,
Applicable Time, on such Business Day a Borrowing Request to the Administrative Agent not less than one nor more than five
Business Days before the date of the proposed Borrowing that a Swing Line Loan be made to such Borrower. Alternatively, by
telephonic notice to the Swing Line Lender on or before 12:00 noon, Applicable Time, on a Business Day (followed within one
Business Day by the delivery of a confirming Borrowing Request),


 






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Ingram Micro/Credit Agreement 


     


    

 


any
Borrower may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender. In either case, Swing
Line Loans shall be in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line
Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing
Line Loan requested by telephonic notice shall be made available by the Swing Line Lender to the relevant Borrower by wire transfer
to the account such Borrower shall have specified in its notice therefor (i) for requests in U.S. Dollars, by 2:00 p.m., Applicable
Time, on the Business Day telephonic notice is received by the Swing Line Lender (so long as such request is received at or before
12:00 noon (Applicable Time)), (ii) for requests of Loans to be made in Euros, by the close of business on the Business Day telephonic
notice is received by the Swing Line Lender (so long as such request is received at or before 11:00 a.m., London time) and (iii)
for requests of Loans to be made in Sterling, by the close of business on the Business Day telephonic notice is received by the
Swing Line Lender (so long as such request is received at or before 12:00 noon, London time). Proceeds of Swing Line Loans in
respect of telephonic notices received by the Swing Line Lender after the time set forth in the preceding sentence shall be made
available to the applicable Borrower by 10:00 a.m. (Applicable Time) on the next succeeding Business Day. Swing Line Loans shall
be made available to the applicable Borrower no later than 9:30 a.m. (Applicable Time) on the date requested, in the case of a
Swing Line Loan requested pursuant to a Borrowing Request. Upon the making of each Swing Line Loan, and without further action
on the part of the Swing Line Lender or any other Person, each Lender (other than the Swing Line Lender) shall be deemed to have
irrevocably purchased, to the extent of its Percentage, a participation interest in such Swing Line Loan, and such Lender shall,
to the extent of its Percentage, be responsible for reimbursing the Swing Line Lender for Swing Line Loans which have not been
repaid by the relevant Borrower in accordance with the terms of this Agreement. The Swing Line Lender shall provide to Micro a
confirmation of Swing Line Loan borrowings by facsimile or electronic mail, as requested by Micro.


 


(b)               If
(i) any Default shall occur and be continuing, or (ii) at any time, and in the Swing Line Lender’s sole and
absolute discretion, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of
the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such
Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding and in the same
currency in which such Loans were made (such outstanding Swing Line Loans hereinafter referred to as the “Refunded
Swing Line Loans”). On or before 11:00 a.m., Applicable Time, on the third Business Day following receipt by each
Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit
in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by
the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving
Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans,
Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the
Refunded Swing Line Loans. Upon the making (or deemed making, in the


 






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case
of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding Revolving
Loan and shall no longer be owed as a Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed
made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time
during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s
obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default;
(iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations
or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person;
or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 


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


 


SECTION
3.2.1 Other Lenders’ Participation. Automatically, and without further action, upon the issuance of each Letter of Credit,
each Lender (other than the Issuer of such Letter of Credit) shall be deemed to have irrevocably purchased from the relevant Issuer,
to the extent of such Lender’s Percentage, a participation interest in such Letter of Credit (including any Reimbursement
Obligation and any other Contingent Liability with respect thereto), and such Lender shall, to the extent of its Percentage, be
responsible for reimbursing promptly (and in any event within one Business Day after receipt of demand for payment from the Issuer,
together with


 






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accrued
interest from the day of such demand) the relevant Issuer for any Reimbursement Obligation which has not been reimbursed in accordance
with Section 3.2.3. In addition, such Lender shall, to the extent of its Percentage, be entitled to receive a ratable portion
of the Letter of Credit participation fee payable pursuant to clause (a) of Section 4.3.3 with respect to each Letter
of Credit and a ratable portion of any interest payable pursuant to Sections 3.2.2 and 4.2.


 


SECTION
3.2.2 Disbursements. Subject to the terms and provisions of each Letter of Credit and this Agreement, upon presentment
under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its
designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such
Issuer will promptly notify the relevant Borrower and each of the Lenders of the presentment for payment of any such Letter
of Credit, together with notice of the Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next Business
Day following the Disbursement Date, the relevant Borrower will reimburse the Administrative Agent, for the account of such
Issuer, for all amounts disbursed under such Letter of Credit, together with all interest accrued thereon since the
Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer
on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at
an annual rate equal to the Reference Rate through the first Business Day following the Disbursement Date and equal to the
sum of the Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to notify the Administrative Agent
and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to
pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds
of Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00
p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such
reimbursement), the Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have
given a timely Borrowing Request as of the Disbursement Date for Loans in an aggregate principal amount equal to such
Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions
of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the amount of such
Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the
availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of
such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the
conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not
be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative
Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, its
Percentage of the related Reimbursement Obligation, and the Administrative Agent shall promptly pay to the relevant Issuer
the amounts so received by it from the Lenders. If a Lender makes a payment pursuant to this subsection to reimburse an
Issuer in respect of any Reimbursement Obligation (other than by funding Loans as contemplated above), (i) such payment will
not constitute a Loan and will not relieve the relevant Borrower of its Reimbursement Obligation and (ii) such Lender will be
subrogated to its pro rata share of the relevant Issuer’s claim against such Borrower for payment of such Reimbursement
Obligation.


 






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


 


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


 


SECTION
3.2.5 Nature of Reimbursement Obligations. Each Borrower and, to the extent set forth in Section 3.2.1, each Lender
shall assume all risks of the acts, omission or misuse of any Letter of Credit by the beneficiary thereof. No Issuer or any Lender
(except to the extent of


 






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its
own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction) shall be responsible for:


 


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


 


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


 


(c)               
failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit;
provided that if a payment is made pursuant to such Letter of Credit when a beneficiary has failed to comply with the conditions
therefor and such failure to comply is manifest on the face of such Letter of Credit or the documents submitted by the beneficiary
in connection therewith, the relevant Borrower shall be required to indemnify the Issuer in connection therewith only if, and
to the extent, the relevant Borrower or any of its Subsidiaries has received the benefit of such payment on such Letter of Credit
by one or more of their obligations being satisfied, either in whole or in part;


 


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


 


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


 


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


 


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


 






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


 


SECTION
3.3 Amendment and Extension. (a) The Borrowers may, by written notice to the Administrative Agent from time to time,
request an extension (each, an “Extension”) of the maturity or termination date of Commitments and/or Term
Loans (if any) to the extended maturity or termination date specified in such notice. Such notice shall (i) set forth the
amount of the applicable Commitments and/or Term Loans to be extended (ii) set forth the date on which such Extension is
requested to become effective and (iii) identify the relevant Commitments and/or Term Loans to which the Extension request
relates. Each applicable Lender shall be offered (an “Extension Offer”) an opportunity to participate in
such Extension on a pro rata basis and on the same terms and conditions as each other Lender of the same class pursuant to
procedures established by, or reasonably acceptable to, the Administrative Agent. Each Lender may elect to participate in any
Extension in its sole and absolute discretion, provided that any Lender that does not respond to an Extension Offer
shall be deemed to have declined its participation in such Extension. If the aggregate principal amount of Commitments or
Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension
Offer shall exceed the maximum aggregate principal amount of Commitments or Term Loans, as applicable, offered to be extended
by the Borrowers pursuant to such Extension Offer, then the Commitments or Term Loans, as applicable, of Lenders of the
applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect
to which such Lenders have accepted such Extension Offer (but in no event to exceed the Commitments or Term Loans held by
such Lender).


 


(b)               
It shall be a condition precedent to the effectiveness of any Extension that (i) clauses (a) and (c) of Section
6.2.1 shall be satisfied immediately prior to and immediately after giving effect to such Extension, (ii) the Issuer and the
Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such extension provides for the
issuance of Letters of Credit or the making of Swing Line Loans at any time during the extended period and (iii) the terms of
such extended Commitments and/or extended Term Loans shall comply with Section 3.3(c).


 


(c)              
The terms of each Extension shall be determined by the Borrowers and the applicable extending Lender; provided that
(i) the final maturity date of any extended Commitment or extended Term Loan shall be no earlier than the maturity or termination
date of the Commitments or Term Loans being extended, (ii)(A) there shall be no scheduled amortization of the extended Commitments
and (B) the weighted average life to maturity of the extended Term Loans shall be no shorter than the remaining weighted average
life to maturity of the Term Loans being extended, (iii) the extended Revolving Loans and the extended Term Loans will rank pari
passu in right of payment with the existing Revolving Loans and none of the obligors or guarantors with respect thereto shall
be a Person that is not an Obligor, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable
to any extended Term Loans or extended Commitments (and the extended Revolving Loans thereunder) shall be determined by the Borrowers
and the Lenders providing such extended Term Loans or extended Commitments, as


 






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Ingram Micro/Credit Agreement 


     


    

 


applicable and (v) to the extent the terms of the extended Term Loans or the extended Commitments are inconsistent with any other
terms set forth in this Agreement (for the avoidance of doubt, except as set forth in clauses (i) through (iv) above),
such terms shall be reasonably satisfactory to the Borrowers, the Administrative Agent and such applicable extending Lender.


 


ARTICLE
IV



PRINCIPAL, INTEREST, AND FEE PAYMENTS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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Ingram Micro/Credit Agreement 


     


    

 


percentage
of consenting Lenders and all such Lenders’ outstanding
Loans shall be repaid, and all their respective Letter of Credit Obligations shall be cash collateralized no later than the Settlement
Date. On or promptly following the Settlement Date, the Administrative Agent shall distribute to the Borrowers and the Lenders
a schedule of the Percentages after giving effect to the foregoing. The resulting Commitments of any Lenders agreeing to waive
its right of prepayment following a Change in Control shall be binding on such Lender, notwithstanding that the previously existing
Total Commitment Amount may have been reduced as a result of the foregoing terms.


 


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


 


SECTION
4.2.1 Rates. Subject to Sections 4.2.2 and 5.1, each Revolving Loan shall bear an annual rate of interest, during
each Interest Period applicable thereto, equal to the sum of (i) the LIBO Rate for such Interest Period, plus (ii) the Applicable
Margin; provided that, Swing Line Loans shall accrue interest at an annual rate equal to the sum of (a) the greater of
(x) the Swing Line Lender’s Cost of Funds and (y) the one-month LIBO Rate, plus (b) in the case of either clause (x)
or (y), the then effective Applicable Margin for LIBO Rate Loans.


 


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


 


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


 


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


 


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


 


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


 






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Ingram Micro/Credit Agreement 


     


    

 


(a)               
on the Commitment Termination Date;


 


(b)              
on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan (but only on the principal
amount so paid or prepaid);


 


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


 


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


 


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


 


SECTION
4.2.5 Interest Rate Determination. The Administrative Agent and, if and when applicable, the Reference Lenders shall, in accordance
with each of their customary practices, attempt to determine the relevant interest rates applicable to each Loan requested to
be made pursuant to each Borrowing Request duly completed and delivered by a Borrower, and, if and when applicable, each Reference
Lender agrees to furnish the Administrative Agent timely information for the purpose of determining the LIBO Rate. If any Reference
Lender fails, if and when applicable, to timely furnish such information to the Administrative Agent for any such interest rate,
the Administrative Agent shall determine such interest rate on the basis of the information shared by the other Reference Lender(s).


 


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


 






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Ingram Micro/Credit Agreement 


     


    

 


after
the giving of such notice) to such Lender at the place indicated in such notice. Each Lender that receives any payment in respect
of increased costs pursuant to this Section 4.2.6 shall promptly notify Micro of any change with respect to such costs
which affects the amount of additional interest payable pursuant to this section in respect thereof.


 


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


 


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


 


SECTION
4.3.2 Commitment Fees. The Initial Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account
of each Lender (including, any portion thereof when the Lenders may not extend any Credit Extensions by reason of the inability
of the Borrowers to satisfy any condition of Section 6.1 or 6.2), for each day during the period commencing on the
Second Amendment Effective Date until but excluding the Commitment Termination Date, a commitment fee (the “Commitment
Fee”) to each Lender on the unused portion of its Credit Commitment Amount on such day at the rate per annum determined
in accordance with the following procedure; provided that for each day during the period commencing on the Second Amendment
Effective Date and continuing through and including the six month anniversary of the Second Amendment Effective Date, the Commitment
Fee shall be not lower than the rate set forth in Pricing Level III; provided further that, the making of Swing Line Loans
shall not constitute usage of the Commitment for purposes of calculating Commitment Fees to be paid by the Borrowers to the Lenders:


 


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


 


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


 


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


 






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	Pricing
    Level	Credit
    Rating	Leverage
    Ratio	Commitment
    Fee
	Level
    I	Higher than or equal
    to BBB+ or Baa1	Less than .50	0.125%
	Level
    II	BBB or Baa2	Greater than or equal
    to .50, but less than 1.00	0.150%
	Level
    III	BBB- or Baa3	Greater than or equal
    to 1.00, but less than 2.00	0.200%
	Level
    IV	BB+ or Ba1	Greater than or equal
    to 2.00, but less than 3.00	0.250%
	Level
    V	Lower than or equal
    to BB or Ba2	Greater than or equal
    to 3.00	0.350%



 








Such Commitment Fee shall be
determined from time to time by the Administrative Agent and shall be payable by the Initial Borrowers in arrears on each Quarterly
Payment Date and on the Commitment Termination Date. If the Credit Ratings assigned by S&P and Moody’s fall into different
Pricing Levels, then the applicable Pricing Level shall be determined by reference to the lower of the two Credit Ratings.


 


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


 


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


 


SECTION
4.3.3 Letter of Credit Fees.


 


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


 






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


 


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


 


SECTION
4.4 Rate and Fee Determinations. Interest on each Loan shall be computed on the basis of a year consisting of 360 days (or
365 or 366, as the case may be, for Loans denominated in Sterling) and fees shall be computed on the basis of a year consisting
of 365 or 366 days, as the case may be, in each case paid for the actual number of days elapsed, calculated as to each period
from and including the first day thereof to but excluding the last day thereof. All determinations by the Administrative Agent
of the rate of interest payable with respect to any Loan shall be conclusive and binding in the absence of demonstrable error.
The Borrowers acknowledge that the Lenders have agreed to the amount of the Applicable Margin and Commitment and Letter of Credit
fees payable under the Loan Documents based upon, among other things, the delivery by the Obligors pursuant to Section 8.1.1
of accurate and actual reporting of results of operation, and that the financial covenant ratios set forth in a Compliance
Certificate shall only be treated by the Lenders as presumptive evidence of such actual results. If the actual Leverage Ratio
for any period is higher than that set forth in a Compliance Certificate for such period, then the amount of interest and Commitment
and Letter of Credit fees owing for such period shall be established by reference to the actual Leverage Ratio , and not the ratio
set forth in the Compliance Certificate. Promptly, and in any event within thirty days, following the earlier of (i) any Borrower’s
receipt of a notice from the Administrative Agent pursuant to this clause or (ii) any Borrower’s knowledge that the Leverage
Ratio for a particular period was higher than that reported in the Compliance Certificate for such period, the Borrowers shall
pay to the Administrative Agent all unpaid interest and Commitment and Letter of Credit fees for such period based upon the actual
Leverage Ratio. In no event shall the Lenders be required to rebate interest or Commitment and Letter of Credit fees paid by any
Borrower, and the payment of incremental interest and fees pursuant to this clause shall not impair (and is without limitation
of) the other rights and remedies of the Lenders under the Loan Documents.


 


 






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ARTICLE
V



CERTAIN PAYMENT PROVISIONS


 


SECTION
5.1 Illegality; Currency Restrictions.


 


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


 


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


 


SECTION
5.2 Deposits Unavailable.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
5.3 Increased Credit Extension Costs, etc. Each Borrower agrees to reimburse each Lender within 30 days after any demand for
any increase in the cost to such Lender of, or any reduction in the amount of any sum receivable by such Lender in respect of,
making, maintaining, participating, issuing or extending (or of its obligation to make, maintain, participate, issue or extend)
any Credit Extension to the extent such increased cost or reduced amount is due to a Regulatory Change. Such Lender shall provide
to the Administrative Agent and the relevant Borrower a certificate stating, in reasonable detail, the reasons for such increased
cost or reduced amount and the additional amount required fully to compensate such Lender for such increased cost or reduced amount.
Such additional amounts shall be payable by the relevant Borrower


 






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directly
to such Lender upon its receipt of such notice, and such notice shall be rebuttable, presumptive evidence of the additional amounts
so owing. In determining such amount, such Lender shall act reasonably and in good faith and may use any method of averaging and
attribution that it customarily uses for its other borrowers with a similar credit rating as Micro. Such Lender may demand reimbursement
for such increased cost or reduced amount only for the 360-day period immediately preceding the date of such written notice, and
such Borrower shall have liability only for such period; provided that if such Regulatory Change giving rise to such increased
cost is retroactive, then the 360-day period referred to in the previous clause shall be extended to include the period of retroactive
effect thereof, but in any case, not prior to the date such Lender became a party to this Agreement.


 


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


 


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


 


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


 


(c)               
any LIBO Rate Loan not being made, continued, or converted in accordance with the Credit Extension Request therefor in
the case of any Credit Extension Request as a consequence of any action taken, or failed to be taken, by any Obligor,


 


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


 


SECTION
5.5 Increased Capital Costs. If any Regulatory Change affects or would affect the amount of capital or liquidity required
or expected to be maintained by any Lender or any Person controlling such Lender, and such Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its participation
in this Agreement or the making, continuing, converting, participating in or extending of any Credit Extension is reduced to a
level below that which such Lender or such controlling Person could have achieved but for the occurrence of any such circumstance,
then, in any such case, upon the relevant Borrower’s receipt of written notice thereof from such Lender (with a copy to
the Administrative Agent), such Borrower shall pay directly to such Lender additional amounts sufficient to compensate such Lender
or such controlling Person for such reduction in rate of return. A statement of such Lender as to any such additional amounts
(including calculations thereof in reasonable detail) shall be rebuttable, presumptive evidence of


 






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the
additional amounts so owing. In determining such amount, such Lender may use any method of averaging and attribution that it shall
deem applicable. Such Lender may demand payment for such additional amounts that have accrued only during the 360-day period immediately
preceding the date of such written notice and such Borrower shall have liability only for such period; provided that, if
such Regulatory Change giving rise to such reduced rate of return is retroactive, then the 360-day period referred to in the previous
clause shall be extended to include the period of retroactive effect thereof, but in any case, not prior to the date such Lender
became a party to this Agreement.


 


SECTION
5.6 Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, the
Lenders shall be entitled to fund and maintain their funding of all or any part of their Loans and other Credit Extensions in
any manner they elect, it being understood, however, that for the purposes of this Agreement all determinations hereunder
with respect to a Loan shall be made as if each Lender had actually funded and maintained each Loan through its Lending
Office and through the purchase of deposits having a maturity corresponding to the maturity of such Loan. Any Lender may, if
it so elects, fulfill any commitment or obligation to make or maintain Loans or other Credit Extensions by causing a branch
or affiliate to make or maintain such Loans or other Credit Extensions; provided that, in such event, such Loans or
other Credit Extensions shall be deemed for the purposes of this Agreement to have been made by such Lender through its
applicable Lending Office, and the obligation of a Borrower to repay such Loans shall nevertheless be to such Lender at its
Lending Office and shall be deemed held by such Lender through its applicable Lending Office, to the extent of such Loan, for
the account of such branch or affiliate. Notwithstanding the foregoing or the fact that different Affiliates for a Lender
under this Agreement may have executed this Agreement or the Lender Assignment Agreement by which it has become a Lender
under this Agreement, all of those Lending Offices and signatories shall be treated under the Loan Documents as but one
Lender for purposes of calculations of Percentage, Commitment, Required Lenders, and modifications, amendments, waivers,
consents, and approvals under Section 11.1 and other provisions of the Loan Documents.


 


SECTION
5.7 Taxes.


 


(a)               
All payments by any Obligor of principal of, and interest and fees on, any Credit Extension and all other amounts payable
hereunder or under any other Loan Document shall be made free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes, and other taxes, fees, duties, withholdings, or other charges of any nature whatsoever imposed
by any taxing authority with respect to such payments, but excluding (i) franchise taxes and taxes imposed on or measured by any
Lender Party’s gross or net income, profits, or receipts, in each case imposed (A) by any taxing authority under the laws
of which such Lender Party is organized or in which it maintains its applicable Lending Office or (B) by reason of a present or
former connection between the jurisdiction imposing such tax and such Lender Party or one of its applicable lending offices other
than a connection arising solely from such Lender Party having executed, delivered or performed its obligations under, or received
payment under or enforced, this Agreement or any of the other Loan Documents; (ii) taxes imposed under FATCA and (iii) in the
case of a Lender Party, U.S. federal withholding taxes imposed on


 






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amounts
payable to or for the account of such Lender Party with respect to an applicable interest in the Credit Extension pursuant to
a law in effect on the date on which (i) such Lender Party acquires such interest in the Credit Extension or (ii) such Lender
Party changes its applicable Lending Office, except in each case to the extent that, pursuant to this Section 5.7, amounts
with respect to such taxes were payable either to such Lender Party’s assignor immediately before such Lender Party became
a party hereto or to such Lender Party immediately before it changed its applicable Lending Office (such non-excluded items being
called “Taxes”) except to the extent required by law. In the event that any withholding or deduction from any
payment to be made by any Obligor hereunder is required in respect of any Taxes pursuant to any applicable law, rule, or regulation,
then such Obligor will:


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                 In
respect of its Credit Extensions to Micro, (A) each Lender Party that is not a “United States person” within the
meaning of Section 7701(a)(30) of the Code -- on or before the date of its execution and delivery of this Agreement (if
an original signatory to this Agreement) or the date on which it otherwise becomes a Lender Party, on or before the date of
any change in its Lending Office, and from


 






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


 


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


 


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


 


 






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


 


(f)                If
a payment made to a Lender Party under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender Party shall deliver to Micro and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by Micro or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation reasonably requested by Micro or the Administrative Agent as may be necessary for Micro and the
Administrative Agent to comply with their obligations under FATCA and to determine that such Lender Party has complied with
such Lender Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For
purposes of determining withholding Taxes imposed under FATCA, from and after the Second Amendment Effective Date, Micro and
the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans under the
Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section
1.1471-2(b)(2)(i).


 


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


 


(h)              
If any Obligor pays any additional amount under this Section 5.7 (a “Tax Payment”) and any Lender
Party or Affiliate thereof effectively obtains a refund of Tax by reason of the Tax Payment (a “Tax Refund”)
and such Tax Refund is, in the reasonable judgment of such Lender Party or Affiliate, attributable to the Tax Payment, then such
Lender Party, after receipt of such Tax Refund, shall promptly reimburse such Obligor for such amount as such Lender Party shall
reasonably determine to be the proportion of the Tax Refund as will leave such Lender Party (after that reimbursement) in no better
or worse position than it would have been in if the Tax Payment had not been required; provided that no Lender Party shall
be required to make any such reimbursement if it reasonably believes the making of such reimbursement would cause it to lose the
benefit of the Tax Refund or would adversely affect in any other respect its tax position. Subject to


 






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the
other terms hereof, any claim by a Lender Party for a Tax Refund shall be made in a manner, order and amount as such Lender Party
determines in its sole and absolute discretion. No Lender Party shall be obligated to disclose information regarding its tax affairs
or computations to any Obligor, it being understood and agreed that in no event shall any Lender Party be required to disclose
information regarding its tax position that it deems to be confidential (other than with respect to the Tax Refund).


 


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


 


SECTION
5.8.1 Credit Extensions.


 


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


 


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


 






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date
such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at an annual
rate equal to the Administrative Agent’s Cost of Funds.


 


SECTION
5.9 Sharing of Payments.


 


(a)                If
any Lender Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the terms of Sections
3.3, 5.3, 5.4, 5.5, 5.7 or 6.3) in excess of its pro rata share of payments obtained
by all Lender Parties, such Lender Party shall purchase from the other Lender Parties such participations in Credit
Extensions made by them as shall be necessary to cause such purchasing Lender Party to share the excess payment or other
recovery ratably (to the extent such other Lender Parties were entitled to receive a portion of such payment or recovery)
with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender Party, the purchase shall be rescinded and each Lender Party which has sold a
participation to the purchasing Lender Party shall repay to the purchasing Lender Party the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender Party’s ratable share (according to the
proportion of (a) the amount of such selling Lender Party’s required repayment to the purchasing Lender Party to (b)
total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing
Lender Party in respect of the total amount so recovered.


 


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


 


SECTION
5.10 Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, each Lender Party is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all balances,
credits, accounts, moneys or deposits (general or special, time or demand, provisional or final but excluding, for the avoidance
of doubt, any payment received pursuant to this Agreement by the Administrative Agent in its capacity qua Administrative Agent
on behalf of the Lenders) at any time held and other indebtedness at any time due and owing by such Lender Party (in any currency
and at any branch or office) to or for the credit or the account of any Obligor against any and all of the Obligations of such
Obligor now or hereafter existing under this Agreement or any other Loan Document that are at such time due and owing, irrespective
of whether or not such Lender Party shall have made any demand under this Agreement or such other Loan Document (other than any


 






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notice
expressly required hereby); provided that in the event that any Defaulting Lender shall exercise any such right of setoff,
(x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with
the provisions of Section 5.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the Issuers, and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to
such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Party under this Section 5.10
are in addition to other rights and remedies (including other rights of set-off) which such Lender Party may have.


 


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


 


SECTION
5.12 Replacement of Lenders. Each Lender hereby severally agrees that if such Lender (a “Subject Lender”)
makes demand upon any Borrower for (or if any Borrower is otherwise required to pay) amounts pursuant to Section 4.2.6,
5.3, 5.5, or 5.7, if the obligation of such Lender to make Loans is suspended pursuant to Section 5.1(a)
or if such Lender is a Defaulting Lender or a Non-Consenting Lender, any Borrower may, so long as no Event of Default shall
have occurred and be continuing, replace such Subject Lender with an Eligible Assignee pursuant to an assignment in accordance
with Section 11.11.1 (and the Administrative Agent agrees to waive any applicable assignment fee in connection therewith);
provided that (i) such Eligible Assignee shall be subject to the approval of the Administrative Agent and the Issuer as
required by the definition of “Eligible Assignee”, (ii) the purchase price paid by such designated financial
institution shall be in the amount of such Subject Lender’s Loans and its applicable Percentage of outstanding Reimbursement
Obligations, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and unreimbursed under Sections 4.2.6, 5.3, 5.5, and 5.7), owing to such Subject
Lender hereunder and (iii) in the case of any replacement of a Non-Consenting Lender, such Eligible Assignee shall have consented
to the applicable consent, waiver or amendment. Upon the effective date of such assignment, such designated financial institution
shall become a Lender for all purposes under this Agreement and the other Loan Documents.


 






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


 


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


 


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


 


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


 


(c)               
Without prejudice to the respective liabilities of each Borrower to the Lenders, the Issuer and the Administrative Agent
under or pursuant to this Agreement, except as expressly provided in this clause (c), each provision of this Agreement
shall be subject to such reasonable changes of construction as the Administrative Agent in consultation with Micro may from time
to time specify to be necessary or appropriate to reflect the introduction of or changeover to the Euro in Participating Member
States.


 


SECTION
5.15 Defaulting Lenders.


 


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


 






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


 


(ii)               Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the
account of such Defaulting Lender hereunder (whether voluntary or mandatory, at maturity, pursuant to Article IX or
otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 5.10 shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of
any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to any Issuer or the Swing Line Lender hereunder; third, to
Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section
5.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of
any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth,
if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in
order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this
Agreement and (y) Cash Collateralize the Issuers’ future Fronting Exposure with respect to such Defaulting Lender with
respect to future Letters of Credit issued under this Agreement, in accordance with Section 5.16; sixth, to the
payment of any amounts owing to the Lenders, the Issuers or the Swing Line Lender as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, the Issuers or the Swing Line Lender against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a
court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount
of any Loans or Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate
share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section
6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Reimbursement Obligations
owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or
Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in Letter of Credit Outstandings and Swing Line Loans are held by the Lenders pro rata in accordance with the
Commitments without giving effect to Section 5.15(a)(iv). Any payments, prepayments or other amounts paid or payable
to a Defaulting


 






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Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.15(a)(ii)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


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


 


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


 


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


 


(iv)            
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in Letter of Credit Outstandings and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with
their respective Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that
(x) no Event of Default shall have occurred and be continuing, and (y) such reallocation does not cause the aggregate Revolving
Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. NoSubject
to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


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


 






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


 


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


 


SECTION
5.16 Cash Collateral.


 


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


 


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


 






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sufficient
to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


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


 


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


 


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


 


ARTICLE
VI



CONDITIONS TO MAKING CREDIT EXTENSIONS,

ACCESSION OF ACCEDING BORROWERS AND WITHDRAWAL OF BORROWERS


 


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


 


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


 


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


 






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


 


(c)               
the Organic Documents of such Obligor;


 


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


 


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


 


SECTION
6.1.3 Guaranties; Intra-Group Agreement. The Administrative Agent shall have received, with counterparts for each Lender,
the Micro Guaranty and an Additional 


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


 


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


 


SECTION
6.1.5 Closing Fees, Expenses, etc. The Administrative Agent, its counsel, and each Joint Lead Arranger shall have received
payment in full of all fees, costs, and expenses under Sections 4.3 and 11.3 to the extent (a) then due and payable
and (b) unless an amount is otherwise provided by the Loan Documents or the Fee Letters and without waiving the right for subsequent
reimbursement in accordance with the Loan Documents, to the extent that a reasonably detailed invoice is presented to Micro no
later than two Business Days prior to the Effective Date.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
6.3 Acceding Borrowers. Subject to the prior or concurrent satisfaction of the conditions precedent set forth in this Section
6.3, any Subsidiary of Micro may become a party hereto and a Borrower and an Obligor hereunder subsequent to the Effective
Date (each such Subsidiary of Micro, an “Acceding Borrower”), entitled to all the rights and subject to all
the obligations incident thereto; provided that, if (x) any law, regulation or existing internal “know-your-customer”
policy of any Lender would prohibit such Lender from making Credit Extensions to any Acceding Borrower or (y) committing or extending
credit to such Acceding Borrower could reasonably be expected to result in any materially adverse regulatory or legal consequence
for any Lender (any Lender described in clause (x) or (y), a “Specified Lender”, and any Acceding Borrower
described in clause (x) or (y), a “Specified Acceding Borrower”), the other Lenders shall be required to provide
Credit Extensions to such Specified Acceding Borrower


 






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through
a carve-out sub-facility (an “Acceding Borrower Sub-Facility”) under this Agreement. The Administrative Agent
shall give notice to all Lenders of the creation of an Acceding Borrower Sub-Facility. Credit Extensions under the Acceding Borrower
Sub-Facility shall be on identical terms and conditions as all other Credit Extensions under this Agreement except that (i) such
Specified Lender shall not be a Lender thereunder, (ii) such Specified Acceding Borrower shall be the sole Borrower thereunder
and (iii) the Available Credit Commitments of each Lender (other than each Specified Lender) shall be reduced on a dollar for
dollar basis by the aggregate amount of the Revolving Credit Exposure of such Lender under such Acceding Borrower Sub-Facility;
provided that upon the occurrence of any Event of Default, the Administrative Agent shall re-allocate the outstanding Credit
Extensions of all Lenders to ensure that each Lender holds its Percentage of the aggregate Credit Extensions (“Acceding
Borrower Sub-Facility Reallocation”). Upon the creation of any Acceding Borrower Sub-Facility, the Administrative Agent
and Micro shall enter into any amendments to this Agreement that the Administrative Agent and Micro believe are necessary or appropriate
to effectuate such Acceding Borrower Sub-Facility and Acceding Borrower Sub-Facility Reallocation. For the avoidance of doubt,
it is acknowledged that each Specified Acceding Borrower shall be an Acceding Borrower for purposes of the Micro Guaranty.


 


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


 


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


 


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


 


(c)               
the Organic Documents of such Acceding Borrower,


 


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


 






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five Business Days prior to the applicable Acceding Borrower Effective Date, such documentation and other information
that are required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules
and regulations, including the Act, to the extent requested by the Administrative Agent (including on behalf of any Lender) at
least ten Business Days prior to the applicable Acceding Borrower Effective Date.


 


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


 


SECTION
6.3.3 Guaranties, etc. If such Acceding Borrower has not previously delivered an Additional Guaranty, whether pursuant
to Section 8.1.8 or otherwise, and such Acceding Borrower is a Material Subsidiary, then the Administrative Agent
shall have received, with counterparts for each Lender (a) an Additional Guaranty executed by such Acceding Borrower, in
effect as of the applicable Acceding Borrower Effective Date, duly executed and delivered by an Authorized Person of such
Acceding Borrower; provided that if such Acceding Borrower is a Foreign Excluded Subsidiary, such Acceding Borrower
shall not be required to deliver such Additional Guaranty and (b) such documents as are required by Section 8.1.9, in
each case effective with respect to such Acceding Borrower as of the applicable Acceding Borrower Effective Date.


 


SECTION
6.3.4 Compliance Certificate. The Administrative Agent shall have received with counterparts for each Lender, a Compliance
Certificate from Micro, dated the applicable Acceding Borrower Effective Date.


 


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


 


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


 


SECTION
6.4 Withdrawing Borrowers. Micro may, upon prior written notice to the Administrative Agent, specify that any Borrower (other
than Micro) shall be withdrawn as a Borrower under and for all purposes of this Credit Agreement; provided that such notice
and the withdrawal of such Borrower shall be effective only upon the repayment in full of all Loans and the Cash Collateralization
of all Letters of Credit made to such Borrower.


 






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ARTICLE
VII



REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


SECTION
7.2 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of this Agreement and
each other Loan Document executed or to be executed by it are within such Obligor’s corporate powers, have been duly authorized
by all necessary corporate action, and do not:


 


(a)               
contravene such Obligor’s Organic Documents;


 


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


 


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


 


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


 


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


 






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agreement
to which any Obligor or any of their respective Subsidiaries is a party or by which it is bound, in connection with, or as a result
of which, conflict, breach or default, there exists a reasonable possibility that a Material Adverse Effect could arise.


 


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


 


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


 


SECTION
7.6 Financial Information. The financial statements of Micro and its Consolidated Subsidiaries for the Fiscal Year ended January
1, 2011 and those financial statements filed for Fiscal Quarters ending April 2, 2011 and July 2, 2011 have been prepared in accordance
with GAAP and present fairly (subject, in the case of such financial statements for Fiscal Quarters ending April 2, 2011 and July
2, 2011 (which financial statements, in accordance with Section 1.4(a), are not required to contain certain footnote disclosures
required by GAAP), to ordinary year end adjustments) the consolidated financial condition of the Persons covered thereby as at
the dates thereof and the results of their operations for the periods then ended. All the financial statements delivered pursuant
to clauses (a) and (b) of Section 8.1.1 have been and will be prepared in accordance with GAAP consistently
applied, and do or will present fairly (subject, in the case of such financial statements delivered pursuant to clause (b)
thereof (which financial statements, in accordance with Section 1.4(a), are not required to contain certain footnote
disclosures required by GAAP), to ordinary year-end adjustments) the consolidated financial condition of the Persons covered thereby
as of the dates thereof and the results of their operations for the periods then ended.


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION
7.13 Environmental Warranties.


 


(a)               
Each Obligor and each of their respective Subsidiaries has obtained all environmental, health and safety permits, licenses
and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted,
except to the extent failure to have any such permit, license or authorization 


 






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would
not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Each of such permits,
licenses and authorizations is in full force and effect and each Obligor and each of their respective Subsidiaries is in compliance
with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any plan,
judgment, injunction, notice or demand letter issued, entered or approved thereunder, except to the extent failure to comply therewith
would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.


 


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


 


SECTION
7.14 Accuracy of Information.


 


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


 


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


 


SECTION
7.15 Patents, Trademarks, etc. Each Obligor and each of their respective Subsidiaries owns and possesses, or has a valid and
existing license of, or other sufficient interest


 






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


 


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


 


SECTION
7.17 Sanctions Laws and Regulations. Sanctions.
None of Micro, any of its Subsidiaries or, to the knowledge of Micro, any director, officer, employee or agent of Micro or any
of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are: (i) the target of any Sanctions, or (ii)
located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, currently,
Crimea, Cuba, Iran, North Korea, Sudan and Syria.


 


SECTION
7.18(a)No
Loan Party, and to Micro’s knowledge, no director, officer or employee of any Loan Party acting or benefiting in any capacity
in connection with the Loan Documents is a Designated Person. Anti-Bribery,
Anti-Corruption and Anti-Money Laundering. Micro and its Subsidiaries, and to Micro’s knowledge, Micro’s
directors, officers, agents, and employees, are in compliance with all applicable anti-bribery, anti-corruption and anti-money
laundering laws, regulations and rules in any applicable jurisdiction, in all material respects, and Micro has instituted and
maintains risk-based policies and procedures designed to prevent violation of such laws, regulations and rules.


 


(b)       Each
Loan Party is in compliance with all applicable Sanctions Laws and Regulations and Anti-Corruption Laws the noncompliance with
which would result in, or would reasonably be expected to result in, a Material Adverse Effect. None of the proceeds of any Loan
will knowingly be used for the purpose of financing the activities of any


 






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Designated
Person. None of the funds or assets of any Obligor (including without limitation the proceeds of any Loan) that are used to pay
any amount due pursuant to the Loan Documents are funds knowingly obtained from transactions with or relating to Designated Persons
or countries which are the subject of territorial sanctions under any applicable Sanctions Laws and Regulations.


 


ARTICLE
VIII



COVENANTS


 


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


 


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


 


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


 


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


 






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provided
in Section 1.4, and (B) presenting fairly the financial position of Micro and its Consolidated Subsidiaries;


 


(c)               
at the time of delivery of each financial statement required by clause (a) or (b) above (or Form 10-Q or
10-K in lieu thereof), a certificate signed by an Authorized Person of Micro stating that no Default has occurred and is continuing
(or if a Default has occurred and is continuing, and without prejudice to any rights or remedies of any Lender Party hereunder
in connection therewith, a statement of the nature thereof and the action which Micro has taken or proposes to take with respect
thereto);


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION
8.1.2 Compliance with Laws, etc. Each Borrower will (and each Borrower will cause each of its Subsidiaries to) comply in all
respects with all applicable laws, rules, regulations and orders the noncompliance with which results in, or would reasonably
be expected to result in, a Material Adverse Effect, such compliance to include (without limitation):


 


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


 


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


 


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


 


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


 


SECTION
8.1.5 Books and Records. Each Borrower will (and each Borrower will cause each of its Subsidiaries to) keep books and records
which accurately reflect all of its business affairs and transactions and permit the Administrative Agent and each Lender, or
any of their respective representatives, at reasonable times and intervals and upon reasonable advance notice, to visit all of
its offices, to discuss its financial matters with its officers and independent public accountants (and each Borrower hereby authorizes
such independent public accountants to discuss


 






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the
financial matters of such Borrower and its Subsidiaries with the Administrative Agent and each Lender or its representatives whether
or not any representative of such Borrower is present; provided that an officer of such Borrower is afforded a reasonable
opportunity to be present at any such discussion) and to examine any of its relevant books or other corporate records. Micro will
pay all expenses associated with the exercise of any Lender Party’s rights pursuant to this Section 8.1.5 at any
time during the occurrence and continuance of any Event of Default.


 


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


 


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


 


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


 


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


 


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


 


SECTION
8.1.8 Additional Guaranty.


 


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


 


(b)              
Concurrently when or promptly after any of its Subsidiaries (other than any Foreign Subsidiary if and to the extent Micro,
in consultation with the Administrative Agent, reasonably determines that adverse tax consequences would result therefrom (each


 






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a
“Foreign Excluded Subsidiary”)) either guarantees any Indebtedness of Micro or any other Obligor or satisfies
(at any time) the requirements hereunder which describe a Material Subsidiary, Micro shall cause that Subsidiary (other than Ingram
Lux) to (i) execute and deliver in favor of the Lender Parties an Additional Guaranty for the repayment of the Obligations which
Additional Guaranty (including, without limitation, any Additional Guaranty executed and delivered by an Acceding Borrower pursuant
to Section 6.3.3) shall be in substantially the form of Exhibit I attached hereto, shall be governed by the laws
of the State of New York, and shall contain such other terms and provisions as the Administrative Agent determines to be necessary
or appropriate (after consulting with legal counsel) in order that such Additional Guaranty complies with local laws, rules, and
regulations and is fully enforceable (at least to the extent of the form of Additional Guaranty attached as Exhibit I)
against such Additional Guarantor.


 


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


 


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


 


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


 


SECTION
8.2.1 Restriction on Incurrence of Indebtedness.


 


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


 


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


 






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


 


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


 


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


 


(c)               
Any Indebtedness of Micro or any other Loan Party owing to the Parent or any direct or indirect shareholders of the
Parent or any other Relevant Parent Entity shall be subordinated in right of payment to the payment in full of all of the Obligations
and the termination of the Commitments hereunder on customary terms and conditions, or such other terms and conditions acceptable
to Administrative Agent.


 


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


 


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


 


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


 


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


 






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


 


(e)               
(i) Judgment Liens of an amount not exceeding at any time either 7.25% of Consolidated Tangible Net Worth at the end of
the most recently ended Fiscal Period or $100,000,000, whichever is less, in the aggregate or (ii) Liens related to the Brazilian/ISS
Judgment in an amount not to exceed the Maximum Brazilian/ISS Judgment Amount, or, in each case, with respect to which execution
has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible
insurance companies and for which, within 30 days of such judgment, the insurance carrier has acknowledged coverage in writing;


 


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


 


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


 


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


 


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


 


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


 


(k)              
Liens granted by any Subsidiary of Micro in favor of Micro or in favor of another Subsidiary of Micro that is the parent
of such Subsidiary granting the Lien, other than Liens granted by a Guarantor to a Subsidiary of Micro that is not a Guarantor;



 






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provided
that no Person that is not a Subsidiary of Micro shall be secured by or benefit from any such Lien;


 


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


 


(m)            
Liens on Trade Accounts Receivable or interests therein of Micro or any of its Subsidiaries with respect to any accounts
receivable securitization program (including any accounts receivable securitization program structured as such that remains on
the consolidated balance sheet of Micro and its Consolidated Subsidiaries) and on any related property that would ordinarily be
subject to a Lien in connection therewith such as proceeds and records;
provided that so long as (i) the Credit Rating from S&P shall be less than BBB- or S&P shall not provide a Credit
Rating and (ii) the Credit Rating from Moody’s shall be less than Baa3 or Moody’s shall not provide a Credit Rating,
Micro will not permit the Securitization Financing Amount under its Trade Accounts Receivable Financing Programs to exceed 35%
of the aggregate Trade Accounts Receivable of Micro and its Consolidated Subsidiaries; and


 


(n)              
Additional Permitted Liens.


 


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


 


(a)               
the ratio of (i) Consolidated EBITDA for any period of four consecutive Fiscal Periods to (ii) Consolidated Interest Charges
for such period to be less than 2.754.00
to 1.0;


 


(b)              
the Leverage Ratio to exceed 4.003.80
to 1.0;


 


(c)               
the ratio of Consolidated Liabilities to Consolidated Assets on the last
day of any Fiscal Period to be greater than or equal to 0.8;


 


(d)              
Consolidated Stockholders’ Equity on the last day of any Fiscal Period
to be less than $2,000,000,000; and


 


(e)               
on any date from and after the Change of Control Date until the earlier of
(x) if a Change of Control Triggering Event shall have occurred, the Change of Control Payment Date under (and as defined in)
the Senior Note Indentures and (y) if no Change of Control Triggering Event shall have occurred, the 61st day following the Change
of Control Date (i) the Liquidity of Micro and its Domestic Subsidiaries available to be borrowed in the U.S. on such date to
be less than $1,100,000,000 (minus the aggregate principal amount of any Senior Notes that have been purchased or redeemed from
and after the Change of Control Date and on or prior to such date) or (ii) the Liquidity of Micro and its Subsidiaries on such
date to be less than $1,800,000,000 (minus the aggregate principal


 






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amount
of any Senior Notes that have been purchased or redeemed from and after the Change of Control Date and on or prior to such date);


 


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


 


SECTION
8.2.4 Dividends.


 


(a)               
Except as permitted by Section 8.2.4(b), Micro will not (i)
declare or pay any dividends (in cash, property, or obligations) or any other payments or distributions on account
of, or set apart money for a sinking or analogous fund for, or purchase, redeem, retire or otherwise acquire for value, any shares
of its capital stock now or hereafter outstanding immediately
following the consummation of the Merger or thereafter or any warrants, options or other rights to acquire the same;
return any capital to its stockholders as such; or make any distribution of assets to its stockholders as such or
(ii) make any interest payment in respect of any subordinated Indebtedness permitted by Section 8.2.1(c) (each a “Restricted
Payment”).


 


(b)               Micro
shall be permitted to (i) redeem, purchase or acquire any of its Indebtedness that is convertible into its capital stock and
(ii) make other Restricted Payments; provided that (x) no Restricted Payment shall be permitted to be made under
this Section 8.2.4 if any Default shall have occurred and be continuing or would occur after giving effect thereto on
the date such Restricted Payment is made and (y) solely in the case of any Restricted Payments pursuant to clause (ii)
above, (A) if the Leverage Ratio for either of the two
Fiscal Periods immediately last ended before the date that such Restricted Payment is made equals
or exceeds 3.002.00 to
1.00 (the first such Fiscal Period in which the Leverage Ratio equaled or exceeded 3.002.00
to 1.00 being the “Non-Compliance Period”), no Restricted Payment may be made in any period
of four consecutive Fiscal PeriodsPeriod commencing
on or following the Non-Compliance Period if, together with all other Restricted Payments made or declared during such period
of fourFiscal Period and the three
consecutive Fiscal Periods immediately preceding such Fiscal
Period, such Restricted Payment would exceed $200,000,000the
lesser of (I) $150,000,000 and (II) the Available Distribution Amount, until the Leverage Ratio has been less
than 3.00or equal
to 2.00 to 1.00 for two consecutive Fiscal Periods and
(B) if the Leverage Ratio for both of the two Fiscal Periods immediately last ended before the date that such Restricted
Payment is made is less than or equal to 2.00 to 1.00 (the second such Fiscal Period in which the Leverage Ratio is less than
or equal to 2.00 to 1.00 being the “Compliance Period”), no Restricted Payment may be made in any Fiscal Period
following the Compliance Period if, together with all other Restricted Payments made or declared during such Fiscal Period
and the three consecutive Fiscal Periods immediately preceding such Fiscal Period, such Restricted Payment would exceed the
Available Distribution Amount, and provided further that in the case of any Restricted Payment constituting a
dividend, the applicable date of determination under clauses (x) and (y) above shall be the date such dividend
is


 






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declared
rather than the date it is paid, it being understood that any dividend declared in compliance with this Section 8.2.4(b)
may be paid without contravention of this Section 8.2.4 even if, as of the date of its payment, it would not be permitted
under clause (x) or (y) above (and, for purposes of calculations pursuant to clause (y), such dividend shall
be included solely in the Fiscal Period in which it was declared).


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
8.2.6 Transactions with Affiliates. Except in the ordinary course of business, no Borrower will (and no Borrower will permit
any of its Subsidiaries to), directly or indirectly, pay any funds to or for the account of, make any investment (whether by acquisition
of stock or


 






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Indebtedness,
by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any
Indebtedness, or otherwise, an “Investment”)
in, lease, sell, transfer, or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction
with, any Affiliate (any such payment, investment, lease, sale, transfer, other disposition or transaction, an “Affiliate
Transaction”) except on an arms-length basis on terms at least as favorable to such Borrower (or such Subsidiary) as
terms that could have been obtained from a third party who was not an Affiliate; provided that:


 


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


 


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


 


(c)               
in no event shall any Loan Party make any Investments in the Parent, any
direct or indirect shareholders of the Parent or any Relevant Parent Entity.


 


SECTION
8.2.7 Limitations on Acquisitions.


 


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


 


(b)              
Without first providing the notice to the Administrative Agent and the Lenders required by this Section 8.2.7(b),
the Borrowers shall not (and shall not permit their respective Subsidiaries to) acquire any outstanding stock of any U.S. or non-U.S.
corporation, limited company or similar entity of which the shares constitute Margin Stock if after giving effect to such acquisition,
Micro and its Affiliates shall hold, in the aggregate, more than 5% of the total outstanding stock of the issuer of such Margin
Stock, which


 






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notice
shall include the name and jurisdiction of organization of such relevant issuer, the market on which such stock is traded, the
total percentage of such relevant issuer’s stock currently held, and the purpose for which the acquisition is being made.


 


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


 


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


 


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


 


SECTION
8.2.9 Sanctions. Micro will not, directly or indirectly, use the proceeds of
the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person,
(i) to fund any activities or business of or with any Person, or in any country or territory that, at the time of such funding,
is, or whose government is, the subject of Sanctions, except to the extent permissible for a Person required to comply with Sanctions,
or (ii) in any other manner that would result in a violation of Sanctions or Anti-Corruption
Laws by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).


 


ARTICLE
IX



EVENTS OF DEFAULT


 


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


 


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


 


SECTION
9.1.2 Breach of Warranty. Any representation or warranty of any Obligor made or deemed to be made hereunder or in any other
Loan Document executed by it or in any


 






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other
writing or certificate furnished by or on behalf of any Obligor to the Administrative Agent or any Lender for the purposes of
or in connection with this Agreement or any such other Loan Document (including any certificates delivered pursuant to Article
VI) is or shall be incorrect when made in any material respect.


 


SECTION
9.1.3 Non-Performance of Certain Covenants and Obligations. Any Obligor shall default in the due performance and observation
of any of its obligations under Section 8.2.2 (excluding the involuntary incurrence of Liens involving individually or
collectively amounts in controversy or encumbered assets or both having a value of less than $100,000,000 at any time, which involuntary
incurrences are subject to Section 9.1.4), Section 8.2.3, Section 8.2.4, Section
8.2.5, or Section 8.2.5.8.2.9.


 


SECTION
9.1.4 Non-Performance of Other Covenants and Obligations. Any Obligor shall default in the payment when due of any fee or
any other Obligation not subject to Section 9.1.1, or the due performance and observance of any other covenant, agreement
or obligation contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days
after Micro obtains actual knowledge thereof or notice thereof shall have been given to Micro by the Administrative Agent or any
Lender.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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conducting
any such case or proceeding during such 60-day period to preserve, protect and defend its rights under this Agreement and the
other Loan Documents; or


 


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


 


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


 


SECTION
9.1.10 Default Under Trade Accounts Receivable Financing Programs. Any early liquidation, termination or similar event shall
have occurred and be continuing under any outstanding Trade Accounts Receivable Financing Program of Micro or any of its Consolidated
Subsidiaries on account of the failure by Micro or any of its Subsidiaries to comply with any applicable provision in the agreements
governing said program or to satisfy any condition required to be met by it thereunder (each a “Securitization Default”),
the Securitization Financing Amount of which is in excess of the lesser of (a) (i) 5% of Consolidated Tangible Net Worth for the
then most recently ended Fiscal Period, individually, or (ii) 10% of Consolidated Tangible Net Worth for the then most recently
ended Fiscal Period, when taken together with (A) the Securitization Financing Amount of all other Securitization Defaults that
have occurred and are then continuing and (B) all Indebtedness under which a default described in Section 9.1.5 has occurred
and is then continuing and (b) $100,000,000 (or the equivalent thereof in any other currency).


 


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


 


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


 






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Issuer
or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, or (ii) any Lender from exercising setoff
rights in accordance with the terms of this Agreement.


 


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


 


ARTICLE
X



AGENTS


 


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


 


SECTION
10.2 Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by
any Lender by 5:00 p.m., Applicable Time, on the Business Day prior to the making of a Loan that such Lender will not make available
an amount which would constitute its Percentage of such requested Loan on the date specified therefor, the Administrative Agent
may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption,
make available to the relevant


 






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Borrower
a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative
Agent, such Lender and the relevant Borrower severally agree, to pay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the relevant
Borrower to the date such amount is repaid to the Administrative Agent at an annual interest rate equal to the Administrative
Agent’s Cost of Funds for the first day that the Administrative Agent made such amounts available and thereafter at a rate
of interest equal to the interest rate applicable at the time to the requested Loan.


 


SECTION
10.3 Exculpation. No Agent nor any of their respective directors, officers, employees or agents shall be liable to any Lender
for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence, nor be responsible for any recitals or warranties herein
or therein, nor for the effectiveness, enforceability, validity or due execution of this Agreement or any other Loan Document,
nor to make any inquiry respecting the performance by any Obligor of its obligations hereunder or under any other Loan Document
(except that the Administrative Agent shall confirm receipt of the items required to be delivered to it pursuant to Section
6.1). Any such inquiry which may be made by any Agent shall not obligate it to make any further inquiry to take any action.
Each Agent shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate,
statement or writing which each such Agent believes to be genuine and to have been presented by a proper Person.


 


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


 






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hereunder
as the Administrative Agent or a Syndication Agent, as the case may be, the provisions of:


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
XI



MISCELLANEOUS PROVISIONS


 


SECTION
11.1 Waivers, Amendments, etc. Except as expressly provided in Sections 3.3 and 6.3, the provisions of this Agreement
and of each other Loan Document may from time to


 






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time
be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by each Borrower and
the Required Lenders; provided that no such amendment, modification or waiver which would:


 


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


 


(b)              
modify Section 5.9, this Section 11.1, change the definitions of “Percentage,” or “Required
Lenders,” increase the Total Commitment Amount or the Credit Commitment Amount or Percentage of any Lender, extend the
Commitment Termination Date, or, subject to Section 8.2.5, release (i) the Guaranty of Micro or (ii) all or substantially
all of the value of the GuaranteesGuaranties
of the Additional Guarantors, shall be made without the consent of each Lender;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(b)              
the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties (excluding,
however, any action successfully brought by or on behalf of Micro or any other Borrower with respect to any determination by any
Lender not to fund any Credit Extension or not to comply with Section 11.15 or any


 






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action
by the Required Lenders to terminate or reduce the Commitments or accelerate the Loans in violation of the terms of this Agreement);


 


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


 


(d)              
any investigation, litigation, or proceeding related to any environmental cleanup, audit, compliance, or other matter relating
to the protection of the environment or the Release by any Obligor (or any of their respective Subsidiaries) of any Hazardous
Material; or


 


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


 


except for any such Indemnified
Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross
negligence or willful misconduct as finally determined in a non-appealable judgment by a court of competent jurisdiction. If and
to the extent that the foregoing undertaking may be unenforceable for any reason, the Obligors hereby jointly and severally agree
to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. This Section 11.4 shall not apply with respect to taxes other than any taxes that represent losses, claims,
damages, etc. arising from any non-tax claim.


 


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


 


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


 


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


 






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


 


SECTION
11.9 Jurisdiction.


 


SECTION
11.9.1 Submission; Service of Process; Immunity; etc. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY AGENT, THE LENDERS, THE ISSUER OR ANY BORROWER MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH FOREIGN BORROWER HEREBY IRREVOCABLY APPOINTS MICRO (IN SUCH CAPACITY,
THE “PROCESS AGENT”), WITH AN OFFICE ON THE EFFECTIVE DATE AT 1600 E. ST. ANDREW PLACE, SANTA ANA, CA 92705
UNITED STATES, AS ITS AGENT TO RECEIVE, ON SUCH FOREIGN BORROWER’S BEHALF AND ON BEHALF OF SUCH FOREIGN BORROWER’S
PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.
SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH FOREIGN BORROWER IN CARE OF THE PROCESS AGENT
AT THE PROCESS AGENT’S ABOVE ADDRESS, AND SUCH FOREIGN BORROWER IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO
ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, EACH BORROWER FURTHER


 






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IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(a)               
Any Lender may at any time assign or transfer to (i) one or more Eligible Assignees, to any of its Affiliates or to any
other Lender, in each case (so long as no Event of Default exists at the time) with the consent of the Administrative Agent and
Micro (such consent not to be unreasonably withheld or delayed; provided that, it shall not be unreasonable for Micro to
withhold consent if such assignment will result in any Borrower becoming liable to make greater or additional payments (whether
under Section 5.7 or otherwise); provided that, such consent by Micro need not be obtained to effect an assignment
(A) from any Lender to its own affiliate, or (B) if any Event of Default has occurred and is continuing, to any bank or financial
institution or trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing
or investing in loans, securities or other financial assets, or (ii) any Federal Reserve Bank (each Person described in any of
the foregoing clauses as being the Person to whom such assignment or transfer is available to be made, being hereinafter referred
to as a “Transferee Lender”) all or any part of such Lender’s total Credit Extensions and Commitment
(which assignment or transfer shall be of a constant, and not a varying, percentage of all the assigning Lender’s Credit
Extensions and Commitment) in a minimum aggregate amount equal to the lesser of (i) the entire amount of such Lender’s total
Credit Extensions and Commitment or (ii) $5,000,000; provided, however, in no event may any such assignment or transfer be made
to a Defaulting Lender or any of its Subsidiaries.


 


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


 


(c)               
From and after the effective date of such Lender Assignment Agreement, subject to the recording thereof by the Administrative
Agent pursuant to paragraph (f) hereof (i) the Transferee Lender thereunder shall be deemed automatically to have become


 






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a
party to this Agreement and (to the extent rights and obligations under this Agreement have been assigned and transferred to such
Transferee Lender in connection with such Lender Assignment Agreement) shall have the rights and obligations of a Lender under
this Agreement and the other Loan Documents, and (ii) the assignor Lender (to the extent that rights and obligations under this
Agreement have been assigned and transferred by it in connection with such Lender Assignment Agreement) shall be released from
its obligations under this Agreement and the other Loan Documents (provided that, such assignor Lender shall continue to
retain indemnification rights under Section 11.4 which survive termination of this Agreement to the extent any indemnity
claim thereunder arises prior to the effective date of such Lender Assignment Agreement); provided, that except to the extent
otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


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


 


(e)               
In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall
be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,
including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuer,
the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Percentage.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest
shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


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


 






    103
 
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available
for inspection by the Obligor and any Lender Party (and may be provided to any applicable taxing authority), at any reasonable
time and from time to time upon reasonable prior notice.


 


(g)              
Any Lender may at any time pledge a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge to secure obligations to a Federal Reserve Bank or other central bank having
jurisdiction over such Lender; provided that no such pledge shall release such Lender from any of its obligations hereunder
or substitute such pledgee for such Lender as a party hereto.


 


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


 


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


 


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


 


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


 


(d)              
no Participant, unless such Participant is an Affiliate of such Lender or is itself a Lender, shall be entitled to require
such Lender to take or refrain from taking any action hereunder or under any other Loan Document, except that such Lender may
agree with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described
in clause (a), (b) or clause (c) of Section 11.1; and


 


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


 


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


 






    104
 
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expense, to use reasonable efforts to cooperate with the
Obligor to effectuate the provisions of Section 5.12 with respect to any Participant.


 


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


 


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


 


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


 


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


 






    105
 
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SECTION
11.15 Confidentiality. Each of the Lender Parties hereby severally agrees with each Borrower that it will keep confidential
all information delivered to such Lender Party or on behalf of each Borrower or any of their respective Subsidiaries which information
is known by such Lender Party to be proprietary in nature, concerns the terms and conditions of this Agreement or any other Loan
Document, or is clearly marked or labeled or otherwise adequately identified when received by such Lender Party as being confidential
information (all such information, collectively for purposes of this Section, “confidential information”);
provided that each Lender Party shall be permitted to deliver or disclose “confidential information”: (a) to
directors, officers, employees and affiliates; (b) to authorized agents, attorneys, auditors and other professional advisors retained
by such Lender Party that have been apprised of such Lender Party’s obligation under this Section 11.15 and have
agreed to hold confidential the foregoing information substantially in accordance with the terms of this Section 11.15;
(c) subject to such Person’s written confidentiality agreement in favor of the Borrowers with provisions substantially the
same as in this Section 11.15, to (i) any Transferee Lender or Participant or prospective Transferee Lender or Participant
with respect to such Lender Party’s rights or obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any swap, derivative or securitization transaction relating to the Borrowers and their obligations under
this Agreement; (d) to any federal or state regulatory authority having jurisdiction over such Lender Party; (e) to any other
Person to which such delivery or disclosure may be necessary or appropriate (i) to effect compliance with any law, rule, regulation
or order applicable to such Lender Party, (ii) in response to any subpoena or other legal process (provided that the relevant
Borrower shall be given notice of any such subpoena or other legal process as soon as possible in any event prior to production
(unless provision of any such notice would result in a violation of any such subpoena or other legal process), and the Lender
Party receiving such subpoena or other legal process shall cooperate with such Borrower, at such Borrower’s expense, seeking
a protective order to prevent or limit such disclosure), or (iii) in connection with any litigation to which such Lender Party
is a party; (f) to any other Person with the consent of the Borrowers; or (g) to the other parties to this Agreement.


 


For purposes hereof, the term
“confidential information” does not include any information that: (A) was publicly known or otherwise known
by any Lender Party on a non-confidential basis from a source other than the relevant Borrower prior to the time such information
is delivered or disclosed to such Lender Party by the relevant Borrower; (B) subsequently becomes publicly known through no act
or omission by any Lender Party or any Person acting on behalf of any Lender Party; (C) otherwise becomes known to a Lender Party
other than through disclosure by the relevant Borrower (or any Subsidiary thereof) or through someone subject, to such Lender
Party’s knowledge, to a duty of confidentiality to the relevant Borrower; or (D) constitutes financial statements that are
otherwise publicly available.


 


SECTION
11.16 Release of Subsidiary Guarantors and Acceding Borrowers.


 


(a)               
If (i) the Agents receive a certificate from the chief executive officer, the chief financial officer, or Treasurer of
Micro certifying as of the date of that certificate that, (x) after the consummation of the transaction or series of transactions
described in such certificate (which certification shall also state that such transactions, individually and in the aggregate,
will be in compliance with the terms and conditions of this Agreement, including, to the extent applicable, the covenants contained
in Sections 8.2.5 and 8.2.6, and


 






    106
 
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that
no Default existed, exists, or will exist, as the case may be, immediately before, as a result of, or after giving effect to such
transaction or transactions and the release or termination, as the case may be, described below), the Guarantor or Acceding Borrower,
as the case may be, identified in such certificate will no longer be a Subsidiary of Micro, or (y) a Guarantor identified in such
certificate has ceased to constitute a Material Subsidiary, and (ii) in the case of an Acceding Borrower, the appropriate Lender
Parties have received payment in full of all principal of, interest on, reimbursement obligation in respect of, and fees related
to any Outstanding Credit Extensions made by any of them in favor of such Acceding Borrower, then such Guarantor’s Guaranty
shall automatically terminate or such Acceding Borrower shall automatically cease to be a party to this Agreement and the other
Loan Documents.


 


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


 


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


 


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


 


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


 


SECTION
11.19 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the
Borrowers acknowledge and agree that the Administrative Agent, each Joint Lead Arranger and each Lender is and has been
acting solely as a principal and except as expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their respective Affiliates or any other
Person.


 


SECTION
11.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any
such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document,
to the extent such liability is unsecured, may be subject to the write-down and


 






    107
 
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conversion
powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)               
the application of any Write-Down and Conversion Powers by an EEA Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution;
and


 


(b)              
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)                
a reduction in full or in part or cancellation of any such liability; 


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued
to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other Loan Document; or 


 


(iii)            
the variation of the terms of such liability in connection with the exercise
of the write-down and conversion powers of any EEA Resolution Authority.


 


REMAINDER
OF PAGE INTENTIONALLY BLANK.

THIS PAGE IS FOLLOWED BY SIGNATURE PAGES FOR THE BORROWERS AS OF THE DATE OF THIS AGREEMENT,

FOLLOWED BY SEPARATE SIGNATURE PAGES

FOR THE AGENTS AND THE LENDERS


 


 


 




    108
 
Ingram Micro/Credit Agreement 


     


    




 











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





 


	NGRAM MICRO INC., as an Initial Borrower and a Guarantor	 	INGRAM MICRO LUXEMBOURG S.À R.L., as an Initial Borrower
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	Name:  	 	 	Name:  
	 	Title:  	 	 	Title:  
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 







 





	Address:	1600 E. St. Andrew Place  3351 Michelson Drive		Address:	20, rue Eugène Ruppert
	 	Suite 100	 	 	L-2453 Luxembourg
	 	Santa Ana 92705Irvine,
    CA 92612-0697	 	 	 
	 	 	 	 	 
	 		 	Facsimile No.:	 
	Facsimile No.:	714-566-7873	 		 
	 	 	 	Attention:	 
	Attention:	Erik Smolders	 	 	 







 


 





 


One of Several
Signature Pages to

Credit Agreement





 




    
Ingram Micro/Credit Agreement 


     


    




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






 


	 	THE BANK OF NOVA SCOTIA, as the Administrative Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 
	 	Address for Notices and Payment of Fees:

    WBO Loan Operations

    720 King Street West, 2nd FL

    Toronto, Ontario

    M5V 2T3

    

    Facsimile No.: (416) 350-5159

    

    Attention: John Hall
	 	 
	 	 	 




 


 


 


One of Several
Signature Pages to

Credit Agreement










    
Ingram Micro/Credit Agreement 


     


    

 





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


 


 









	 	BANK
OF AMERICA, N.A., as a Co-Syndication Agent

	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:

	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:




 



 


 


 


One
of Several Signature Pages to

Credit Agreement 


Ingram
Micro/Credit Agreement 


 














    

     


    




 









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


 


 









	 	BNP
    PARIBAS, as a Co-Syndication Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:

	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



 


 






One
of Several Signature Pages to

Credit Agreement 


Ingram
Micro/Credit Agreement 



 



     


     


    




 













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


 


 









	 	DEUTSCHE
BANK SECURITIES INC., as a Co-Syndication Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:

	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



 


 



One
of Several Signature Pages to

Credit Agreement 


Ingram
Micro/Credit Agreement 



 



     


     


    




 










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


 


 









	 	THE
    BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Co-Syndication Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:

	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



 


 



One
of Several Signature Pages to

Credit Agreement 


Ingram
Micro/Credit Agreement 



 



     


     


    



















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


 


 









	 	HSBC
    BANK USA, NATIONAL ASSOCIATION, as a Co-Syndication Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:




 




 



 


 



     


     


    

 


















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


 


 









	 	THE
    BANK OF NOVA SCOTIA, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:




 


 







	Lending Office for Other Loans:

Scotia House

33 Finsbury Square

London EC2A1BB England



Facsimile No.:  (011) 44-207 826 5666



Attention:  Loan Agency Services, Savi Rampat	Address for Payment of Fees and Notices:

WBO Loan Operations

720 King Street West, 2nd FL

Toronto, Ontario

M5V 2T3

Facsimile No.:  (416) 350-5159



Attention:  John Hall
	Lending Office for Loans to Micro:

650 West Georgia, Suite 1800

Vancouver, BC, Canada

V6B-4N7

Facsimile No.:  (604)               



Attention:  Liz Hanson	 








 











 



     


     


    




 






















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


 


 









	 	BANK
    OF AMERICA, N.A., as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:




 



 





	Lending Office for Other
    Loans:

    100 Federal Street

    Boston, MA 02110

    Facsimile No.:  (617) 434-0719

    Telephone No.:  (617) 434-2815

    Attention:  Deb Delvecchio

    Email:  debra.e.delvecchio@baml.com	Address for Payment of
    Fees and Notices:

    100 Federal Street

    Boston, MA 02110

    Facsimile No.:  (617) 434-0719

    Telephone No.:  (617) 434-2815

    Attention:  Deb Delvecchio

    Email: debra.e.delvecchio@baml.com
	 	 
	Lending Office for Loans to Micro:

    Federal Street

    Boston, MA 02110

    Facsimile No.:  (617) 434-0719

    Telephone No.:  (617) 434-2815

    Attention:  Deb Delvecchio

    Email:  debra.e.delvecchio@baml.com	Address for Payment of Fees:

    Federal Street

    Boston, MA 02110

    Facsimile No.:  (617) 434-0719

    Telephone No.:  (617) 434-2815

    Attention:  Deb Delvecchio

    Email:  debra.e.delvecchio@baml.com



 



     


     


    

 

























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


 


 









	 	BNP
    PARIBAS, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:




 



 




	Lending Office for Other
    Loans:

    One Front Street, 23rd Floor

    San Francisco, CA  94111	Address for Notices:

    c/o BNP Paribas RCC, Inc.

    Washington Blvd.

    Jersey City, NJ  07310
	Facsimile No.:  (415)
    296-8954

    Telephone No.:  (415)772-1335

    Attention:  William Davidson

    Email:  bill.davidson@us.bnpparibas.com	Facsimile No.:  (201)
    850-4059

    Telephone No.:  (201)285-6042

    Attention:  Loan Servicing, 8th Floor
	 	 
	Lending Office for Loans to Micro:

    One Front Street, 23rd Floor

    San Francisco, CA  94111	Address for Payment of Fees:

    c/o BNP Paribas RCC, Inc.

    Washington Blvd.

    Jersey City, NJ  07310
	Facsimile No.:  (415)
    296-8954

    Telephone No.:  (415)772-1335

    Attention:  William Davidson	Facsimile No.:  (201)
    850-4059

    Telephone No.:  (201)285-6042

    Attention:  Loan Servicing, 8th Floor



 



     


     


    

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


 





	 	THE
    BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:




 


 




	Lending
Office: 

        1251
Avenue of the Americas  

        New
        York, NY 10020-1104 

         
	Address
for Notices:  

        BTMU
Operations Office for the Americas 

        The
Bank of Tokyo-Mitsubishi UFJ, Ltd. 

        1251
Avenue of the Americas, 12th Floor 

        New
York, NY 10020-1104 

        Facsimile
No.: (201)-521-2304 or (201)-521-2305 

        Telephone
No.: (201) 413-8838 

        Attention:
        Ligia Castro

         

	Facsimile
No.: (415)-773-2594 

        Telephone
No.: (415-773-2592 

        Attention:
Aileen Supeña Throne 

        Email:
        athrone@us.mufg.jp

         
	 
	 	Address
for Payment of Fees:

BTMU Operations Office for the 

        Americas 

        The
Bank of Tokyo-Mitsubishi UFJ, Ltd. 

        1251
Avenue of the Americas, 12th Floor 

        New
York, NY 10020-1104 

        Facsimile
No.: (201)-521-2304 or (201)-521-2305 

        Telephone
No.: (201) 413-8838  

        Attention:
        Ligia Castro

         





     


     


    

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


 


 


	 	HSBC
    BANK USA, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 





 


	Lending Office for Other
    Loans:

    452 Fifth Avenue T-8

    New York, NY  10018

    Facsimile No.:  (212) 642-1879

    Telephone No.:  (212) 525-2495 

    Attention:  David Wagstaff

    Email:  david.wagstaff@us.hsbc.com	Address for Payment
    of Fees and Notices:

    One HSBC Center, 26/F

    Buffalo, NY  14203

    Telephone No.:  (716) 841-1930

    Facsimile No.:   (917) 229-0975

    Attention:  Shilpa Nelson
	 	 
	Lending Office for Loans to Micro:
 452 Fifth Avenue T-8
 New York, NY  10018
 Facsimile No.:  (212) 642-1879
 Telephone No.:  (212) 525-2495 
 Attention:  David Wagstaff
 Email:  david.wagstaff@us.hsbc.com

         
	 




     


     


    

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


 


 


	 	DEUTSCHE
    BANK AG NEW YORK BRANCH, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


 





 


	Lending Office for Other
    Loans:

    in care of 5022 Gate Parkway, Suite 100

    Jacksonville, FL  32256

    Facsimile No.:  (866) 240 3622

    Telephone No.:  (904) 520 5449

    Attention:  Raghavendra Nagendra

    Email:  Loan.admin-Ny@db.com

    
	Address for Payment
    of Fees and Notices:

    in care of 5022 Gate Parkway, Suite 100

    Jacksonville, FL  32256

    Facsimile No.:  (866) 240 3622

    Telephone No.:  (904) 520 5449

    Attention:  Raghavendra Nagendra

    Email:  Loan.admin-Ny@db.com
	Lending Office for Loans to Micro:
 in care of 5022 Gate Parkway, Suite 100
 Jacksonville, FL  32256
 Facsimile No.:  (866) 240 3622
 Telephone No.:  (904) 520 5449
 Attention:  Raghavendra Nagendra
 Email:  Loan.admin-Ny@db.com

         
	 




     


     


    

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


 


 


	 	WESTPAC
    BANKING CORPORATION, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


  





	Lending Office for Other
    Loans:

    575 5th Avenue, 39th Floor

    New York, NY  10017

    Facsimile No.:  (212) 551-2765

    Telephone No.:  (212) 551-1905

    Attention:  Kevin Bolz

    Email:  kevinbolz@westpac.com.au	Address for Payment
    of Fees and Notices:

    12, 55 Market St.

    Sydney NSW 2000

    Facsimile No.:  +44 207 621 7608 

    Telephone No.:  +61 2 8254 8424

    Attention:  Luke Varty

    Email:  lukevarty@westpac.com.au
	 	 
	Lending Office for Loans to Micro:
 575 5th Avenue, 39th Floor
 New York, NY  10017
 Facsimile No.:  (212) 551-2765
 Telephone No.:  (212) 551-1905
 Attention:  Kevin Bolz
 Email:  kevinbolz@westpac.com.au

         
	 




     


     


    

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


 


 


	 	U.S.
    BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


 





	Lending
        Office for Other Loans:

        Suite 500, Mailcode SF-CA-SJCB, 

         

        San
        Jose, California 95113 

        Facsimile No.: 408-918-4210

        Telephone No.: 408-282-2012

        Attention: Matthew S. Scullin

        Email: matthew.scullin@usbank.com

         
	Address
        for Payment of Fees and Notices:

        Suite 500, Mailcode SF-CA-SJCB, 

         

        San
        Jose, California 95113 

        Facsimile No.: 408-918-4210

        Telephone No.: 408-282-2012

        Attention: Matthew S. Scullin

        Email: matthew.scullin@usbank.com

         

	Lending
Office for Loans to Micro:

Suite 500, Mailcode SF-CA-SJCB,  

        San
        Jose, California 95113 

        Facsimile No.: 408-918-4210

        Telephone No.: 408-282-2012

        Attention: Matthew S. Scullin

        Email: matthew.scullin@usbank.com

         
	 




     


     


    

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


 


 


	 	PNC
    BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 





 


	Lending Office for Other
    Loans:

    

    Facsimile No.:  

    Telephone No.:  

    Attention:  

    Email:  	Address for Payment
    of Fees and Notices:

    

    Facsimile No.:  

    Telephone No.:  

    Attention:  

    Email:  
	 	 
	Lending Office for Loans to Micro:

    

    Facsimile No.:  

    Telephone No.:  

    Attention:  

    Email:  	 




     


     


    

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


 


 


	 	MORGAN
    STANLEY BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


 





	Lending Office for Other
    Loans:

    One Utah Center

    201 South Main Street, 5th Floor

    Salt Lake City, Utah 84111

    Facsimile No.:  (718) 233-0967

    Telephone No.:  (801) 236-3655

    Attention:  Carrie D Johnson

    Email:  docs4loans@morganstanley.com	Address for Payment
    of Notices:

    1 Pierrepont Plaza

    300 Cadman Plaza West

    Brooklyn, NY 11201

    Facsimile No.:  (718) 233-2132

    Telephone No.:  (718) 754-2610

    Attention:  Daniel McKenna

    Email:  primarydocs@morganstanley.com
	 	 
	Lending Office for Loans to Micro:

    One Utah Center

    201 South Main Street, 5th Floor

    Salt Lake City, Utah 84111

    Facsimile No.:  (718) 233-0967

    Telephone No.:  (801) 236-3655

    Attention:  Carrie D Johnson

    Email:  docs4loans@morganstanley.com	Address for Payment of Fees:

    1 Pierrepont Plaza

    300 Cadman Plaza West

    Brooklyn, NY 11201

    Facsimile No.:  (718) 233-2132

    Telephone No.:  (718) 754-2610

    Attention:  Daniel McKenna

    Email:  primarydocs@morganstanley.com




     


     


    

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


 


 


	 	BANCO
    BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
    as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


  


	Lending Office for Other
    Loans:

    1345 Avenue of the Americas 44th Fl   NY,
    NY 10105

    Facsimile No.:  212-333-2926 

Telephone
    No.:    212-728-2382

    Attention:  Alberto Sauras

    Email:  cibny@bbva.com / ccny@bbva.com	Address
for Payment of Fees Notices:

1345 Avenue of the Americas 44th Fl  

        NY,
NY 10105

Facsimile No.: 212-333-2926  

        Telephone
        No.: 212-728-2382

        Attention: Alberto Sauras

        Email: cibny@bbva.com / ccny@bbva.com

         

	Lending Office for Loans to Micro:

    1345 Avenue of the Americas 44th Fl   NY,
    NY 10105

    Facsimile No.:  212-333-2926 

Telephone
    No.:    212-728-2382

    Attention:  Alberto Sauras

    Email:  cibny@bbva.com / ccny@bbva.com	 




     


     


    

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


 


 


	 	ING
    BANK N.V.–  DUBLIN RANCH,
    as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


 


 


	Lending
Office for Other Loans:

ING Commerical Banking 

        Block
4 

        Dundrum
Town Centre, 

        Sandyford
Road, Dundrum 

        Dublin
        16, Ireland

        Facsimile No.: +353 1 638 4008

        Telephone No.: +353 1 638 4072 

        Attention: Alan Maher

        Email: alan.maher@ie.ing.commailto:matias.cruces@bbva.com

         
	Address
for Payment of Fees Notices:

ING Commerical Banking 

        Block
4 

        Dundrum
Town Centre, 

        Sandyford
Road, Dundrum 

        Dublin
        16, Ireland

        Facsimile No.: +353 1 638 4008

        Telephone No.: +353 1 638 4072 

        Attention: Alan Maher

        Email: alan.maher@ie.ing.commailto:matias.cruces@bbva.com

         

	Lending
Office for Loans to Micro: 

        ING
Commerical Banking 

        Block
4 

        Dundrum
Town Centre, 

        Sandyford
Road, Dundrum 

        Dublin
        16, Ireland

        Facsimile No.: +353 1 638 4008

        Telephone No.: +353 1 638 4072 

        Attention: Alan Maher

        Email: alan.maher@ie.ing.commailto:matias.cruces@bbva.com

         
	 




     


     


    

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


 


 


	 	SUNTRUST
    BANK,
    as a Lender
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

	 	 	Title:






 


 





 


	Lending
Office for Other Loans:

211 Perimeter Center Pkwy  

        Atlanta
        GA 30346

        Facsimile No.: 404-588-4453

        Telephone No.: 770-352-5140 

        Attention: Denise Shines

        Email: denise.shines@suntrust.com mailto:matias.cruces@bbva.com

         
	Address
for Payment of Fees Notices:

211 Perimeter Center Pkwy  

        Atlanta
        GA 30346

        Facsimile No.: 404-588-4453

        Telephone No.: 770-352-5140 

        Attention: Denise Shines

        Email: denise.shines@suntrust.com mailto:matias.cruces@bbva.com

         

	Lending
Office for Loans to Micro: 

        211
Perimeter Center Pkwy  

        Atlanta
        GA 30346

        Facsimile No.: 404-588-4453

        Telephone No.: 770-352-5140 

        Attention: Denise Shines

        Email: denise.shines@suntrust.com mailto:matias.cruces@bbva.com