Exhibit 10.1

 US $175,000,000

CREDIT AGREEMENT

dated as of July 29, 2005,

among

INGRAM MICRO INC.,

  as an Initial Borrower and Guarantor, 

 INGRAM MICRO COORDINATION CENTER B.V.B.A.,

  as an Initial Borrower,

INGRAM MICRO EUROPE TREASURY LLC,

  as an Initial Borrower, 

 CERTAIN FINANCIAL INSTITUTIONS,

  as the Lenders, 

ABN AMRO BANK N.V.,

  as the Syndication Agent for the Lenders

and 

THE BANK OF NOVA SCOTIA,

  as the Administrative Agent for
  the Lenders 

  ____________________________________________

  

  As arranged by 

 THE BANK OF NOVA SCOTIA and

  ABN AMRO INCORPORATED,

as the Joint Lead Arrangers and

  Joint Book Runners 

 ____________________________________________ 

BANK OF AMERICA, N.A.,

  KEYBANK NATIONAL ASSOCIATION, and

  UNION BANK OF CALIFORNIA

  as Co-Documentation Agents for the Lenders, 

 

 

  

  









   TABLE OF CONTENTS 

  	 	 	Page 
	 	 	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING
          TERMS 	  	 2 
	                    SECTION
          1.1 	  	 Defined Terms 	  	 2 
	                    SECTION
          1.2 	  	 Use of Defined Terms 	  	 25 
	                    SECTION
          1.3 	  	 Cross-References 	  	 25 
	                    SECTION
          1.4 	  	 Accounting and Financial Determinations 	  	 26 
	                    SECTION
          1.5 	  	 Calculations 	  	 26 
	                    SECTION
          1.6 	  	 Round Amounts 	  	 26 
	 ARTICLE II COMMITMENTS, ETC.	  	 27 
	                    SECTION
          2.1 	  	 Commitments 	  	 27 
	                    SECTION
          2.2 	  	 Reductions of the Commitment Amounts 	  	 27 
	                    SECTION
          2.3 	  	 Ineligible Currencies 	  	 28 
	                    SECTION
          2.4 	  	 Designated Additional Loans 	  	 28 
	 ARTICLE III PROCEDURES FOR CREDIT
          EXTENSIONS 	  	 29 
	                    SECTION
          3.1 	  	 Borrowing Procedure for Revolving Loans 	  	 29 
	                    SECTION
          3.2 	  	 Letter of Credit Issuance Procedures 	  	 29 
	 ARTICLE IV PRINCIPAL, INTEREST, AND
          FEE PAYMENTS 	  	 33 
	                    SECTION
          4.1 	  	 Loan Accounts, Notes, Payments, and Prepayments 	  	 33 
	                    SECTION
          4.2 	  	 Interest Provisions 	  	 34 
	                    SECTION
          4.3 	  	 Fees 	  	 36 
	                    SECTION
          4.4 	  	 Rate and Fee Determinations 	  	 38 
	 ARTICLE V CERTAIN PAYMENT PROVISIONS 	  	 39 
	                    SECTION
          5.1 	  	 Illegality; Currency Restrictions 	  	 39 
	                    SECTION
          5.2 	  	 Deposits Unavailable 	  	 39 
	                    SECTION
          5.3 	  	 Increased Credit Extension Costs, etc.	  	 40 
	                    SECTION
          5.4 	  	 Funding Losses 	  	 41 
	                    SECTION
          5.5 	  	 Increased Capital Costs 	  	 41 
	                    SECTION
          5.6 	  	 Discretion of Lenders as to Manner of Funding 	  	 42 
	                    SECTION
          5.7 	  	 Taxes 	  	 42 
	                    SECTION
          5.8 	  	 Payments 	  	 44 
	                    SECTION
          5.9 	  	 Sharing of Payments 	  	 45 
	                    SECTION
          5.10 	  	 Right of Set-off 	  	 46 


  

   -i- 

  

  

  

  
  
  

  

   TABLE OF CONTENTS (continued) 

  	 	 	 	 	Page 
	 	 	 	 	 
	                    SECTION
          5.11 	  	 Judgments, Currencies, etc.	  	 46 
	                    SECTION
          5.12 	  	 Replacement of Lenders 	  	 47 
	                    SECTION
          5.13 	  	 Change of Lending Office 	  	 47 
	                    SECTION
          5.14 	  	 European Monetary Union 	  	 47 
	 ARTICLE VI CONDITIONS TO MAKING CREDIT EXTENSIONS
          AND 	  	 
	                    ACCESSION
          OF ACCEDING BORROWERS 	  	 48 
	                    SECTION
          6.1 	  	 Initial Credit Extension 	  	 48 
	                    SECTION
          6.2 	  	 All Credit Extensions 	  	 50 
	                    SECTION
          6.3 	  	 Acceding Borrowers 	  	 51 
	 ARTICLE VII REPRESENTATIONS AND WARRANTIES 	  	 53 
	                    SECTION
          7.1 	  	 Organization, etc.	  	 53 
	                    SECTION
          7.2 	  	 Due Authorization, Non-Contravention, etc.	  	 53 
	                    SECTION
          7.3 	  	 No Default 	  	 54 
	                    SECTION
          7.4 	  	 Government Approval, Regulation, etc.	  	 54 
	                    SECTION
          7.5 	  	 Validity, etc.	  	 54 
	                    SECTION
          7.6 	  	 Financial Information 	  	 54 
	                    SECTION
          7.7 	  	 No Material Adverse Effect 	  	 55 
	                    SECTION
          7.8 	  	 Litigation, Labor Controversies, etc.	  	 55 
	                    SECTION
          7.9 	  	 Subsidiaries 	  	 55 
	                    SECTION
          7.10 	  	 Ownership of Properties 	  	 55 
	                    SECTION
          7.11 	  	 Taxes 	  	 55 
	                    SECTION
          7.12 	  	 Pension and Welfare Plans 	  	 55 
	                    SECTION
          7.13 	  	 Environmental Warranties 	  	 56 
	                    SECTION
          7.14 	  	 Outstanding Indebtedness 	  	 56 
	                    SECTION
          7.15 	  	 Accuracy of Information 	  	 57 
	                    SECTION
          7.16 	  	 Patents, Trademarks, etc.	  	 57 
	                    SECTION
          7.17 	  	 Margin Stock 	  	 57 
	 ARTICLE VIII COVENANTS 	  	 58 
	                    SECTION
          8.1 	  	 Affirmative Covenants 	  	 58 
	                    SECTION
          8.2 	  	 Negative Covenants 	  	 62 
	 ARTICLE IX EVENTS OF DEFAULT 	  	 68 


  

   -ii- 

  

  

  

  
  
  

   TABLE OF CONTENTS (continued) 

  	 	 	 	 	Page 
	 	 	 	 	 
	                    SECTION
          9.1 	  	 Listing of Events of Default 	  	 68 
	                    SECTION
          9.2 	  	 Action if Bankruptcy 	  	 71 
	                    SECTION
          9.3 	  	 Action if Other Event of Default 	  	 71 
	                    SECTION
          9.4 	  	 Cash Collateral 	  	 72 
	 ARTICLE X AGENTS 	  	 72 
	                    SECTION
          10.1 	  	 Authorization and Actions 	  	 72 
	                    SECTION
          10.2 	  	 Funding Reliance, etc.	  	 72 
	                    SECTION
          10.3 	  	 Exculpation 	  	 73 
	                    SECTION
          10.4 	  	 Successor 	  	 73 
	                    SECTION
          10.5 	  	 Credit Extensions by an Agent 	  	 74 
	                    SECTION
          10.6 	  	 Credit Decisions 	  	 74 
	                    SECTION
          10.7 	  	 Copies, etc.	  	 74 
	                    SECTION
          10.8 	  	 Joint Lead Arrangers and other Agents 	  	 74 
	 ARTICLE XI MISCELLANEOUS PROVISIONS 	  	 74 
	                    SECTION
          11.1 	  	 Waivers, Amendments, etc.	  	 74 
	                    SECTION
          11.2 	  	 Notices 	  	 75 
	                    SECTION
          11.3 	  	 Payment of Costs and Expenses 	  	 75 
	                    SECTION
          11.4 	  	 Indemnification 	  	 76 
	                    SECTION
          11.5 	  	 Survival 	  	 77 
	                    SECTION
          11.6 	  	 Severability 	  	 77 
	                    SECTION
          11.7 	  	 Headings 	  	 77 
	                    SECTION
          11.8 	  	 Execution in Counterparts, Effectiveness; Entire
          Agreement 	  	 77 
	                    SECTION
          11.9 	  	 Jurisdiction 	  	 78 
	                    SECTION
          11.10 	  	 Successors and Assigns 	  	 79 
	                    SECTION
          11.11 	  	 Assignments and Transfers of Interests 	  	 79 
	                    SECTION
          11.12 	  	 Other Transactions 	  	 81 
	                    SECTION
          11.13 	  	 Further Assurances 	  	 81 
	                    SECTION
          11.14 	  	 Waiver of Jury Trial 	  	 81 
	                    SECTION
          11.15 	  	 Confidentiality 	  	 81 
	                    SECTION
          11.16 	  	 Release of Subsidiary Guarantors and Acceding
          Borrowers 	  	 82 
	                    SECTION
          11.17 	  	 Collateral 	  	 83 


  

   -iii- 

  

  

  

  
  
  

  

   SCHEDULES AND EXHIBITS 

  	 Schedule I 	  	 - 	  	 [Omitted]
	  
	 Schedule II 	  	 - 	  	 [Omitted]
	 Schedule III 	  	 - 	  	 [Omitted]
	  
	 Exhibit A 	  	 - 	  	 [Omitted]
	 Exhibit B 	  	 - 	  	 [Omitted]
	 Exhibit C 	  	 - 	  	 [Omitted]
	 Exhibit D 	  	 - 	  	 [Omitted]
	 Exhibit E 	  	 - 	  	 [Omitted]
	 Exhibit F 	  	 - 	  	 [Omitted]
	 Exhibit G 	  	 - 	  	 [Omitted]
	 Exhibit H 	  	 - 	  	 [Omitted]
	 Exhibit I 	  	 - 	  	 [Omitted]
	 Exhibit J 	  	 - 	  	 [Omitted]
	 Exhibit K 	  	 - 	  	 [Omitted]
	 Exhibit L 	  	 - 	  	 [Omitted]
	 Exhibit M 	  	 - 	  	 [Omitted]
	 Exhibit N 	  	 - 	  	 [Omitted]


   -iv-

    

    

  











 CREDIT AGREEMENT

     THIS CREDIT AGREEMENT is entered into as of
    July 29, 2005, among:

	•	INGRAM MICRO INC., a corporation organized and existing
        under the laws of the State of Delaware, United States of America
        (“Micro”);  
	 	 
	•	INGRAM MICRO COORDINATION CENTER B.V.B.A., a company organized
        and existing under the laws of The Kingdom of Belgium (“Coordination
        Center”); 
	 	 
	•	INGRAM MICRO EUROPE TREASURY LLC, a limited liability company
        organized and existing under the laws of the State of Delaware,
        United States of America (“Treasury,” and together
        with Coordination Center, the “Subsidiary Borrowers,” and together
        with Coordination Center and Micro, the “Initial Borrowers”);  
	 	 
	•	 The 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
	 	 
	•	THE BANK OF NOVA SCOTIA (“Scotia Capital”), as administrative
        agent for the Lenders (in such capacity, the “Administrative
        Agent”) and ABN AMRO Bank N.V., as syndication agent
        for the Lenders (in such capacity, the “Syndication Agent”, 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 the Subsidiary Borrowers 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 Credit Commitment Amount at any one time
    outstanding, such Credit Extensions being available as Revolving Loans and Letters of Credit, so
    long as the Letter of Credit Outstandings never exceed the Letter of Credit Limit; and  

     WHEREAS, Micro
    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 Credit Commitment
    Amount over the then Outstanding Credit Extensions; and 













      WHEREAS, the
    proceeds of the Credit Extensions will be used 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): 

      “ABN
      AMRO” means, collectively, ABN AMRO Bank N.V. and ABN
      AMRO Incorporated. 

      “Acceding
      Borrower” is defined in Section
      6.3. 

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

      “Acquired
      Existing Debt and Liens” means, for a period of 90 days
      following the acquisition or merger of a Person by or into Micro or any of its Subsidiaries or
      the acquisition of a business unit of a Person or the assets of a Person or business unit of a
      Person by Micro or any of its Subsidiaries, the Indebtedness and Liens of that Person or business
      unit that (a) were not incurred in connection with that acquisition or merger and do not constitute
      any refinancing of Indebtedness so incurred and (b) were in existence at the time of that acquisition
      or merger. 

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

      “Act” is
    defined in Section 11.18. 

      “Additional
      Commitment Date” is defined in Section 2.4. 

      “Additional
      Commitment Lender” is defined in Section
      2.4. 

 -2- 













      “Additional
      Guarantor” means each Subsidiary of Micro as shall from
      time to time become a Guarantor in accordance with Section
      8.1.10. 

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

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

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

      “Affiliate
      Transaction” is defined in Section
      8.2.6. 

      “Agents” is
    defined in the preamble. 

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

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

      “Applicable
      Margin” means, for any Revolving Loan or Letter of Credit
      (a) for any day during the period from and including the Effective Date, through and including
      the last day of the Fiscal Period ending on the Saturday nearest September 30, 2005, 1.00% per
      annum and (a) 

 -3- 













 for any day thereafter, the rate per annum determined in accordance with
    the following procedure: 


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

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

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



	
 
	 	  	 	  	 	  	 Applicable 
	 Pricing Level 	  	 Credit Rating 	  	 Leverage Ratio 	  	 Margin 
	
 
	 Level I 	  	 Higher than or equal 	  	 Less than 1.00 	  	 .8750% 
	 	  	 to BBB or Baa2 	  	 	  	 
	
 
	 Level II 	  	 BBB- or Baa3 	  	 Greater than or equal to 	  	 1.00% 
	 	  	 	  	 1.00, but less than 2.00 	  	 
	
 
	 Level III 	  	 BB+ or Ba1 	  	 Greater than or equal to 	  	 1.125% 
	 	  	 	  	 2.00, but less than 3.00 	  	 
	
 
	 Level IV 	  	 BB or Ba2 	  	 Greater than or equal to 	  	 1.375% 
	 	  	 	  	 3.00, but less than 3.50 	  	 
	
 
	 Level V 	  	 Lower than or equal 	  	 Greater than or equal to 	  	 1.75% 
	 	  	 to BB- or Ba3 	  	 3.50 	  	 
	
 




 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. 

 -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 Revolving 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 Revolving
      Loan or Letter of Credit is denominated. 

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

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

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

      “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 Section 9.1.8). 

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

      “Borrowing” means
    the Revolving 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. 

 -5- 













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

      “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 Revolving 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. 

      “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,
    relative to each Lender, its obligation under Section 2.1(a) to make Revolving Loans and under Section 3.2 to
    participate in Letters of Credit and drawings thereunder. 

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

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

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

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

 -6- 













      “Consolidated
      EBITDA” means, for any period, Consolidated Income (or
      Loss) from Operations for such period adjusted by adding thereto (a) the amount of all amortization
      of intangibles, depreciation and any other non-cash charges that were deducted in arriving at Consolidated
      Income (or Loss) from Operations for such period and (b) without duplication, the amount of Non-Recurring
      Restructuring Charges recorded in accordance with GAAP during such period; provided that
      the amount of Non-Recurring Restructuring Charges added pursuant to clause (b) may not exceed $25,000,000 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. 

      “Consolidated
      Retained Receivables” means, at any date, the face amount
      (calculated in Dollars but net of any amount allocated to the relevant Trade Accounts Receivable
      with respect 

 -7- 













 to any reserve or similar allowance for doubtful payment) of all Trade
    Accounts Receivable of Micro and its Consolidated Subsidiaries outstanding as at such date (including
    the amount of “retained interest in securitized receivables” (or any substituted or replacement
    line item) that would be reflected on a consolidated balance sheet of Micro and its Consolidated
    Subsidiaries at such date, it being agreed for the avoidance of doubt that Consolidated Retained
    Receivables shall not include any Consolidated Transferred Receivables). 

      “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 6.1.4 or 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
      6.1.4 or 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. 

      “Consolidated
      Transferred Receivables” means, at any date, the face
      amount (calculated in Dollars but net of any amount allocated by Micro or any of its Consolidated
      Subsidiaries to the relevant Trade Accounts Receivable with respect to any reserve or similar allowance
      for doubtful payment) of all Trade Accounts Receivable (or an undivided interest in a specified
      amount thereof) originally payable to the account of Micro or any of its Consolidated Subsidiaries,
      which have not been discharged at such date and in respect of which Micro’s or any such Consolidated
      Subsidiary’s rights and interests have, on or prior to such date, been sold, assigned or otherwise
      transferred, in whole or in part, to any Person other than Micro or any of its Consolidated Subsidiaries
      (either directly or by way of such Person holding an undivided interest in a specified amount of
      Trade Accounts Receivable sold, assigned or otherwise transferred to a trust), it being agreed
      for avoidance of doubt that (a) the determination of whether Trade Accounts Receivable (or an undivided
      interest in a specified amount thereof) have been sold, assigned or otherwise transferred, in whole
      or in part, shall be made on the basis of the form of such sale, assignment or transfer and not
      on GAAP and (b) the amount of any such Trade Accounts Receivable that are Consolidated Transferred
      Receivables shall be net of the amount, if any, of Consolidated Retained Receivables determined
      with respect thereto. 

      “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 

 -8- 













 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
      for Revolving Loans duly completed and executed by an Authorized Person of the relevant Borrower,
      substantially in the form of Exhibit D attached
      hereto. 

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

      “Coordination
      Center” is defined in the preamble. 

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

      “Cost
      of Funds Rate Loan” means, for any Lender, any Revolving
      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 Credit Commitment Amount as in
      effect at such time. 

      “Credit
      Extension” means, collectively, (a) the making of Revolving
      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. 

 -9- 













      “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. 

      “Designated
      Additional Commitments” is defined in Section 2.4. 

      “Disbursement
      Date” is defined in Section
      3.2.2. 

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

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

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

      “Effective
      Date” is defined in Section
      11.8. 

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

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


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

        (b) a commercial bank that at that time
      (i) is organized under the laws of the United States or any State thereof, (ii) has outstanding
      unsecured indebtedness that is rated A- or better by S&P or A3 or better by 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 



 -10- 














   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 Coordination Center, entitled to receive payments
      hereunder free and clear of and without any deduction for or on account of any income taxes imposed
      by The Kingdom of Belgium. 

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

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

 -11- 













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

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

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

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

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

      “Event
        of Default” is defined in Section
        9.1. 

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

      “FASB” means
    the Financial Accounting Standards Board. 

      “Fee
      Letter” means the letter agreement dated as of June 16,
      2005, between Scotia Capital, ABN AMRO, Micro and Coordination Center, relating to certain fees
      to be paid in connection with this Agreement. 

 -12- 













      “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) Coordination Center
      and (b) any Acceding Borrower that is not domiciled in the United States. 

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

      “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) Consolidated Transferred Receivables
      and (iii) the aggregate amount of Total Reimbursement Obligations that are more than 3 days past
      due; provided that, for
      purposes of determining the “Applicable Margin” and the amount of the commitment fee
      pursuant to Section 4.3.2,
      the definition of Funded Debt used to determine the Leverage Ratio shall include, in lieu of clause
      (iii) above, all Letter of Credit Outstandings. 

      “GAAP” is
    defined in Section 1.4. 

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

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

      “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. 

 -13- 













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

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


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

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

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



 provided that (i) qualifications
    relating to pre-acquisition balance sheet accounts of Person(s) acquired by Micro or any of its Subsidiaries
    and (ii) statements of reliance in the 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; 



 -14- 














        (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 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. 

 -15- 













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

      “Initial
      Borrowers” is defined in the preamble. 

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

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

      “Interest
      Period” means, for any Revolving Loan, the period beginning
      on (and including) the date on which such Revolving Loan is made, continued or converted and ending
      on (but excluding) the last day of the period selected by the relevant Borrower pursuant to the
      provisions below. The duration of each such Interest Period shall be one week (it being understood
      that such one-week Interest Period may not be selected by the Borrowers collectively more than
      twice in any calendar month) or one, three, or six months from (and including) the date of such
      Revolving 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 Revolving
      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 Revolving 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 Revolving 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 Revolving Loan may end later than the Commitment Termination Date. 



 -16- 













      “Intra-Group
      Agreement” means the Intra-Group Agreement, substantially
      in the form of Exhibit G attached
      hereto, to be duly executed and delivered if and when required by Section 8.1.11 by
      Authorized Persons of each Borrower that is a Guarantor, as amended, supplemented, restated or
      otherwise modified from time to time.

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

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

      “Joint
      Lead Arrangers” means Scotia Capital and ABN AMRO Incorporated. 

      “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 Revolving 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 Revolving 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 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 the Total Credit Commitment Amount. 

      “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. 

 -17- 













      “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, that appears on Telerate Pages 3740 or 3750,
      as applicable; 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 Revolving Loan that is part
      of that Borrowing and for a period approximately equal to such Interest Period. 



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

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

 -18- 













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

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

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

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

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

  



 -19- 














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

  



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

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


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

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



      “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. 

      “Moody’s” means
    Moody’s Investors Service, Inc. 

      “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-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-Recurring
      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 the 2005 North American
      outsourcing and optimization program described in the April 11, 2005 Press Release of Micro. 

 -20- 













      “Obligations” means,
    individually and collectively (a) the Revolving Loans, (b) all Letter of Credit Outstandings, and
    (c) 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. 

      “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, with respect to Coordination Center, the Royal Decree) 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 Revolving Loans of such Lender at such date, plus (b) such Lender’s Percentage
      of the Letter of Credit Outstandings. 

      “Participant” is
    defined in Section 11.11.2. 

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

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

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

      “Percentage” of
    any Lender means in the case of (a) each Lender which is a signatory to this Agreement, the percentage
    set forth opposite such Lender’s signature hereto under the caption “Percentage,” subject
    to any modification necessary to give effect to (i) any sale, assignment or transfer made pursuant
    to Section 11.11.1 or (ii)
    any Designated Additional Commitments made pursuant to Section
    2.4 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. 

 -21- 













      “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. 

      “Predecessor
      Credit Agreement” means the certain Credit Agreement
      dated as of December 13, 2002 by and between Agents, the Initial Borrowers and the financial institutions
      party thereto. 

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

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

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

      “Reference
      Rate” means, at any time, an annual interest rate equal
      to the sum of (a) the Applicable Margin for Revolving 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 Revolving 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. 

      “Regulation
      U” is defined in Section
      7.17. 

      “Regulation
      X” is defined in Section
      7.17. 

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

 -22- 














        (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. 



      “Reimbursement
      Obligation” is defined in Section
      3.2.3. 

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

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

      “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
      whose Percentages total more than 50% at that 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 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. 

      “Royal
      Decree” means the Royal Decree of The Kingdom of Belgium
      recognizing Coordination Center as a coordination center under Belgian law, as the same may from
      time to time be amended, supplemented or otherwise modified by any new Royal Decree relating to
      the recognition of the Coordination Center as a coordination center under Belgium law. 

      “S&P” means
    Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. 

      “Scotia
      Capital” is defined in the preamble. 

      “Securitization
      Default” is defined in Section
      9.1.11. 

 -23- 













      “Securitization
      Financing Amount” means, 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 securitization program,
      determined in accordance with general accepted financial practices. 

      “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. 

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

      “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. 

      “Subsidiary
      Borrowers” is defined in the preamble. 

      “Syndication
      Agent” is defined in the preamble and includes each other
      Person as shall have subsequently been appointed as the 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. 

      “Taxes” is
          defined in Section 5.7. 

      “Total
      Credit Commitment Amount” means, at any time, $175,000,000,
      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 

 -24- 













 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 April 2, 2005,
    or incurred pursuant to any commitment or line of credit in its favor in effect on April 2, 2005,
    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 arising out of any sale, lease or other disposition
      of goods or rendition of services by such Person. 

      “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. 

      “Transferee
      Lender” is defined in Section
      11.11.1. 

      “Treasury” is
    defined in the preamble. 

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

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

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

 -25- 













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

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

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

      SECTION 1.4  Accounting
      and Financial Determinations. 


        (a) Unless
      otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted,
      and all accounting determinations and computations hereunder or thereunder (including under Section
      8.2.3 ) shall be made, in accordance with those U.S. generally accepted accounting principles (“GAAP”) as applied in the preparation of the financial statements of Micro and its Consolidated
      Subsidiaries delivered pursuant to clause (a) of Section 6.1.4; 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 date hereof, there shall be any change to Micro’s Fiscal Year, or any modification
      in GAAP used in the preparation of the financial statements delivered pursuant to clause
      (a) of Section 6.1.4 (whether
      such modification is adopted or imposed by FASB, the American Institute of Certified Public Accountants
      or any other 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 shall continue to be evaluated on the same principles as those used in the preparation
      of the financial statements delivered pursuant to clause (a) of Section
      6.1.4. 



      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. 

 -26- 













      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 agrees that it will, from time to
    time on any Business Day occurring prior to the Commitment Termination Date: 


        (a) make
      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 Credit
        Commitment Amount; and 

  

        (b) 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 Credit
        Commitment Amount. 

  



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

      SECTION 2.2  Reductions
      of the Commitment Amounts. Micro may, from time to time on
      any Business Day, voluntarily reduce the Total Credit Commitment Amount; provided that: 

 -27- 













      (a) 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 Credit Commitment Amount at such time); 

      (b) Micro
    shall not voluntarily reduce the Total Credit 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; and 

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

      SECTION 2.4  Designated
      Additional Loans. From time to time, so long as no Default
      has occurred and is continuing, the Borrower may notify the Administrative Agent that the Borrower
      wishes, on the terms and subject to the conditions contained in this Agreement, to increase the
      Total Credit 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 $125,000,000. Such
      notice shall specify (A) the date (each, an “Additional
      Commitment Date”) on which the Borrower proposes that
      the Designated Additional Commitments shall be effective (it being understood that the Borrower
      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)
      and (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”). Nothing contained in this Section
      2.4 or otherwise in this Agreement is intended to commit any
      Lender or 

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 any Agent to provide any Additional Designated Commitment, but otherwise
    no consent from any Lender or Agent shall be required, whether pursuant to Section 11.1 or otherwise,
    for any increase in the Total Credit Commitment Amount pursuant to this Section 2.4. On the
    Additional Commitment Date (i) the Total Credit 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, Revolving Loans requested by the Borrower 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 Revolving 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 Borrower 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 Borrower and the Administrative Agent. Any Designated Additional
    Commitment pursuant to this Section 2.4 (i) shall be irrevocable
    as of the Additional Commitment Date, (ii) shall reduce the amount of commitments that may be requested
    under this Section 2.4 pro
    tanto and (iii) shall be in a minimum principal amount of $5,000,000
    and integral multiples of $1,000,000. 

 ARTICLE III 

 PROCEDURES FOR CREDIT EXTENSIONS 

      SECTION 3.1  Borrowing
      Procedure for Revolving Loans. 


        (a) On
      any Business Day occurring 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 Credit 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 



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   Revolving Loan shall be affected by any other Lender’s failure to
      make any Revolving Loan. 



      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 Scotia Capital)
      and each Lender thereof. Each Letter of Credit shall by its terms be denominated in an Available
      Currency and be stated to expire (whether originally or after giving effect to any extension) on
      the earlier of (its “Stated Expiry Date”)
      (i) (unless otherwise agreed to by the Issuer) one year from the date of issuance thereof or (ii)
      the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify
      any issued Letter of Credit upon written notice to the Administrative Agent only; provided that
      (A) any amendment constituting an extension of such Letter of 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 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 

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 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 Revolving 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 Revolving 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 Revolving 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 Credit Commitment Amount immediately
    prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement
    Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent
    to any Revolving 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 Revolving Loans as contemplated
    above), (i) such payment will not constitute a Revolving 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. 

      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 

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 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 9.1.9 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 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 



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   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. 

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

 ARTICLE IV 

 PRINCIPAL, INTEREST, AND FEE PAYMENTS 

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

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 any time through the Administrative Agent, the relevant Borrower shall
    promptly execute and deliver to that Lender a Revolving Note to evidence Revolving Loans made by
    that Lender to the relevant Borrower. 

      SECTION 4.1.1  Repayments
      and Prepayments of Revolving Loans. The relevant Borrower
      shall make all payments and prepayments of each Revolving 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
      Revolving 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
      Administrative Agent shall determine if the aggregate Outstanding Credit Extensions of all the
      Lenders exceed the Total Credit 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 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 

        (c) Micro
      shall (and shall cause the other relevant Borrowers to), on each date when any reduction or termination
      in the Total Credit 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 Credit Commitment Amount as so reduced, such prepayment to be allocated to the Lenders
      in the manner set forth in clause (a)(i) above. 



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

      SECTION 4.2.1  Rates.
    Subject to Sections 4.2.2 and 5.1,
    each Revolving Loan shall bear an annual rate of interest, during each Interest Period applicable
    thereto, equal to the sum
    of (i) the LIBO Rate for such Interest Period, (ii) the Applicable Margin, plus (iii) Mandatory Costs
    (if any). 

      SECTION 4.2.2  Post-Maturity
      Rates. After the date any principal amount of any Revolving
      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 Revolving 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 Revolving 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 Revolving 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 Revolving 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 Revolving Loan shall be payable,
      without duplication, in the Available Currency in which it is denominated: 


        (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 Revolving
      Loan (but only on the principal amount so paid or prepaid); 

        (c) 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 Revolving Loans which is accelerated pursuant to Section
      9.2 or 9.3, immediately
      upon such acceleration. 



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   Interest accrued on Revolving Loans or other monetary Obligations arising
      under this Agreement or any other Loan Document after the date such Revolving 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 Revolving 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. 

      SECTION 4.2.6  Additional
      Interest on Revolving Loans. For so long as the cost to a
      Lender of making or maintaining its Revolving 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 Revolving Loans is determined or any category of extensions
      of credit or other assets which includes loans by a non-United States office of such Lender to
      United States residents but not duplicating any requirement included in the calculation of Mandatory
      Costs), then such Lender may require the relevant Borrower to pay, contemporaneously with each
      payment of interest on the Revolving Loans, additional interest on the related Revolving 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 Revolving Loans of
      such Lender shall be payable on the last day of each Interest Period thereafter (commencing with
      the Interest Period beginning at least three Business Days after the giving of such notice) to
      such Lender at the place indicated in such notice. Each Lender that receives any payment in respect
      of increased costs pursuant to this Section 4.2.6 shall
      promptly notify Micro of any change with respect to such costs which affects the amount of additional
      interest payable pursuant to this section in respect thereof. 

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

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      SECTION 4.3.1  Administration
      Fees. Coordination Center and Micro, jointly and severally,
      agree to pay directly to the Administrative Agent, for its own account, an annual administration
      fee in the amounts and on the dates set forth in the Fee 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)
      (a) for each day during the period commencing on the Effective Date and continuing through and
      including the last day of the Fiscal Period ending on the Saturday nearest September 30, 2005,
      a commitment fee to each Lender on the unused portion of its Credit Commitment Amount on such day
      at a rate of 0.20% per annum and (b) for each day thereafter, until but excluding the Commitment
      Termination Date, a commitment fee to each Lender on the unused portion of its Credit Commitment
      Amount on each day at the rate per annum determined in accordance with the following procedure: 


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

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

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



	
 
	  Pricing Level 	  	 Credit Rating 	  	 Leverage Ratio 	  	 Commitment Fee 
	
 
	 Level I 	  	 Higher than or equal 	  	 Less than 1.00 	  	 0.150% 
	 	  	 to BBB or Baa2 	  	 	  	 
	
 
	 Level II 	  	 BBB- or Baa3 	  	 Greater than or equal to 1.00, 	  	 0.200% 
	 	  	 	  	 but less than 2.00 	  	 
	
 
	 Level III 	  	 BB+ or Ba1 	  	 Greater than or equal to 2.00, 	  	 0.250% 
	 	  	 	  	 but less than 3.00 	  	 
	
 
	 Level IV 	  	 BB or Ba2 	  	 Greater than or equal to 3.00, 	  	 0.375% 
	 	  	 	  	 but less than 3.50 	  	 
	

	 Level V 	  	 Lower than or equal 	  	 Greater than or equal to 3.50 	  	 0.500% 
	 	  	 to BB- or Ba3 	  	 	  	 
	
 




 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 

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 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. 

 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 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 any Revolving Loan. Such participation fee shall accrue
      from the date of issuance of any Letter of Credit until the date such Letter of Credit is drawn
      in full or terminated, and shall be payable in arrears on each Quarterly Payment Date and on the
      date that the Commitments terminate in their entirety. 

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

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



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

 -38- 













 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 Revolving Loan shall be conclusive and binding in
    the absence of demonstrable error. 

 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 Revolving Loan, issue any Letter of Credit, or continue any Revolving
      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 Revolving
      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 Revolving Loans or convert all of such Revolving 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 Revolving Loans that such Lender would otherwise
      be obligated to make Revolving Loans at the LIBO Rate and convert into or continue as Cost of Funds
      Loans all Revolving Loans that such Lender would otherwise be required to convert into or continue
      as Revolving 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 Revolving
      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 Revolving Loan is required to permit the use of such Available Currency by a Lender
      (through its Lending Office) for such Revolving 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 Revolving Loans shall be suspended so long as such
      authorization is required and has not been obtained by such Lender. 



      SECTION 5.2  Deposits
      Unavailable. 

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        (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 Revolving Loan that: 

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

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

  

  then, upon notice from the Administrative Agent to Micro and the Lenders,
      the obligations of the Lenders to make or continue any Revolving 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 Revolving 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 Revolving
        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 Revolving 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 Revolving 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. 

  



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      SECTION 5.3  Increased
      Credit Extension Costs, etc. Each Borrower agrees to reimburse
      each Lender within 30 days after any demand for any increase in the cost to such Lender of, or
      any reduction in the amount of any sum receivable by such Lender in respect of, making, maintaining,
      participating, issuing or extending (or of its obligation to make, maintain, participate, issue
      or extend) any Credit Extension to the extent such increased cost or reduced amount is due to a
      Regulatory Change. Such Lender shall provide to the Administrative Agent and the relevant Borrower
      a certificate stating, in reasonable detail, the reasons for such increased cost or reduced amount
      and the additional amount required fully to compensate such Lender for such increased cost or reduced
      amount. Such additional amounts shall be payable by the relevant Borrower directly to such Lender
      upon its receipt of such notice, and such notice shall be rebuttable, presumptive evidence of the
      additional amounts so owing. In determining such amount, such Lender shall act reasonably and in
      good faith and may use any method of averaging and attribution that it customarily uses for its
      other borrowers with a similar credit rating as Micro. Such Lender may demand reimbursement for
      such increased cost or reduced amount only for the 360-day period immediately preceding the date
      of such written notice, and such Borrower shall have liability only for such period. 

      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 Revolving Loan) as a result of: 


        (a) any
      repayment or prepayment of the principal amount of any Revolving 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 Revolving Loan on a date other than the scheduled last day of
      the Interest Period; or 

        (c) any
      Revolving 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 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, participating in or extending of any Credit Extension
      is reduced to a level below that which such Lender or such controlling Person could have 

 -41- 













 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 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. 

      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 Revolving 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 Revolving Loan shall be made as if each Lender had actually funded and maintained
      each Revolving Loan through its Lending Office and through the purchase of deposits having a maturity
      corresponding to the maturity of such Revolving Loan. Any Lender may, if it so elects, fulfill
      any commitment or obligation to make or maintain Revolving Loans or other Credit Extensions by
      causing a branch or affiliate to make or maintain such Revolving Loans or other Credit Extensions; provided that,
      in such event, such Revolving 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 Revolving 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 Revolving 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 franchise taxes and taxes imposed on or
      measured by any Lender Party’s gross or net income, profits, or receipts, in each case imposed
      (i) by any taxing authority under the laws of which such Lender Party is organized or in which
      it maintains its applicable Lending Office or (ii) 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 



 -42- 














   under or enforced, this Agreement or any of the other Loan Documents
      (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 organized under the laws of
        a jurisdiction outside the United States -- on or before the date of its execution and delivery
        of this Agreement (if an original signatory to this Agreement) or the date on which it otherwise
        becomes a Lender Party, on or before the date of any change in its Lending Office, and from time
        to time thereafter if requested in writing by Micro (but only so long as and to the extent that
        Lender Party remains lawfully able to do so) -- shall provide Micro and the Administrative Agent
        with either (I) two duly completed copies of either (1) Internal Revenue Service Form W-8BEN
        claiming eligibility of such Lender Party for the benefit of an exemption from United States
        withholding tax under an income tax treaty to which the United States is a party or (2) Internal
        Revenue Service Form W-8ECI, or in either case an applicable successor form, or (II) in 

  



 -43- 














  
     the case of a Lender Party who is not legally entitled to deliver either
        form listed in clause (i)(A),
        (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 copies of Internal Revenue Service Form W-8BEN or applicable successor
        form 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
        (unless that failure 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. 

  

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



 -44- 









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 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. 



 -45- 













      SECTION 5.9  Sharing
      of Payments. 


        (a) If
      any Lender Party shall obtain any payment or other recovery (whether voluntary, involuntary, by
      application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation
      (other than pursuant to the terms of Sections 5.3, 5.4, 5.5 or 5.7)
      in excess of its pro rata share of payments obtained by all Lender Parties, such Lender Party shall
      purchase from the other Lender Parties such participations in Credit Extensions made by them as
      shall be necessary to cause such purchasing Lender Party to share the excess payment or other recovery
      ratably (to the extent such o ther 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 i n 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 ot her Loan Document that are at
      such time due and owing, irrespective of whether or not such Lender Party shall have made any demand
      under this Agreement or such other Loan Document (other than any notice expressly required hereby).
      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. 

 -46- 













      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, or if the obligation
      of such Lender to make Loans is suspended pursuant to Section
      5.1(a), such 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; provided that
      (i) such Eligible Assignee shall be subject to the approval of the Administrative Agent and the
      Issuer as required by the definition of “Eligible Assignee”, and (ii) the purchase price
      paid by such designated financial institution shall be in the amount of such Subject 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. Upon the effective date of such assignment, such designated financial
      institution shall become a Lender for all purposes under this Agreement and the other Loan Documents. 

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

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

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        (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. 



ARTICLE VI


 CONDITIONS TO MAKING CREDIT EXTENSIONS 

AND ACCESSION OF ACCEDING BORROWERS 

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

      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  Micro
      Guaranty. The Administrative Agent shall have received, with
      counterparts for each Lender, the Micro Guaranty in effect as of the Effective Date, dated the
      date hereof, duly executed and delivered by an Authorized Person of Micro. 

      SECTION 6.1.4  Financial
      Information, etc. The Administrative Agent shall have received
      true and correct copies for each Lender, of: 


        (a) audited
      consolidated financial statements of Micro and its Consolidated Subsidiaries for the 2004 Fiscal
      Year, prepared in accordance with GAAP free of any Impermissible Qualifications; and 

        (b) unaudited
      consolidated financial statements for Micro and its Consolidated Subsidiaries for the first Fiscal
      Period of the 2005 Fiscal Year, prepared in accordance with GAAP. 



      SECTION 6.1.5  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 6.1.6  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 Letter 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. 

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      SECTION 6.1.7  Opinions
      of Counsel. The Administrative Agent shall have received opinions
      of counsel, dated the Effective Date and addressed to the Administrative Agent and all the Lenders,
      from: 


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

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

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



      SECTION 6.1.8  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 6.1.9  Termination
      of Predecessor Credit Agreement. The Administrative Agent
      shall have received evidence that the Predecessor Credit Agreement has been, or will be, concurrently
      with the Effective Date, terminated in accordance with its 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 



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 subsequent delivered financial statements shall be deemed to have cured
    such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection
    with respect thereto); 


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

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

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

  

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

        (d) the
      Outstanding Credit Extensions of all the Lenders do not exceed the Total Credit 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. 

      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 

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 Administrative Agent as a Borrower hereunder and with counterparts for
    each Lender, duly executed and delivered by the Secretary, Assistant Secretary or other authorized
    representative of such Acceding Borrower as to: 


        (a) resolutions
      of its Board of Directors or its Executive Committee, as the case may be, then in full force and
      effect authorizing the execution, delivery and performance of this Agreement and the Additional Guaranty
      (if any) and each other Loan Document to be executed by it and, in respect of an Acceding Borrower
      incorporated under the laws of Belgium under the form of NV/SA, a resolution of its General Shareholders
      Meeting specifically approving, for the purposes of article 556 of the Belgian Company Code, Section
      8.1.12, Sections 9.1.4 and 9.3 (to
      the extent they apply to Section 8.1.12)
      and, insofar as required, Section 9.1.8 and (ii) evidence of the filing of such
      resolution with the clerk office at the commercial court where its registered office is located; 

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

         (c) the
        Organic Documents of such Acceding Borrower, 



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

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

      SECTION 6.3.3  Guaranties,
      etc. If such Acceding Borrower has not previously delivered
      an Additional Guaranty pursuant to Section 8.1.10(a),
      and such Acceding Borrower is a Material Subsidiary, then the Administrative Agent shall have received,
      with counterparts for each Lender (a) an Additional Guaranty executed by such Acceding Borrower,
      in effect as of the date such Acceding Borrower becomes a Borrower hereunder, duly executed and
      delivered by an Authorized Person of such Acceding Borrower; provided that if such Acceding Borrower is a Foreign
      Subsidiary, such Acceding Borrower shall not be required to deliver such Additional Guaranty if
      and to the extent Micro, in consultation with the Administrative Agent, reasonably determines that
      adverse tax consequences would result therefrom, and (b) such documents as are required by Section
      8.1.11, in each case effective with respect to such Acceding
      Borrower as of the date such Acceding Borrower becomes a Borrower hereunder. 

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

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

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

ARTICLE VII

REPRESENTATIONS AND WARRANTIES


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

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

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



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

      SECTION 7.4  Government
      Approval, Regulation, etc. No action by, and no notice to
      or filing with, any governmental authority or regulatory body or other Person and no payment of
      any stamp or similar tax, is required for the due execution, delivery, or performance by any Obligor
      of this Agreement or any other Loan Document to which it is a party. No Obligor (nor any of its
      Subsidiaries) is an “investment company” within the meaning of the Investment Company
      Act of 1940, as amended, or a “holding company,” or a “subsidiary company” of
      a “holding company,” or an “affiliate” of a “holding company” or
      of a “subsidiary company” of a “holding company,” within the meaning of the
      Public Utility Holding Company Act of 1935, as amended. 

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

      SECTION 7.6  Financial
      Information. The financial statements of Micro and its Consolidated
      Subsidiaries to be delivered pursuant to Section 6.1.4 will
      have been prepared in accordance with GAAP and 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 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 

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 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, 2005, there has
      been no event or events which, singly or in the aggregate, has or have resulted, or is or are reasonably
      likely to result, in a Material Adverse Effect. 

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

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

      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 date
      hereof and prior to the date of any Credit Extension hereunder, 

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 except as disclosed in Item 7.12 (Employee
    Benefit Plans) of the Disclosure Schedule, no steps have been taken to terminate any Pension Plan,
    and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise
    to a Lien under Section 302(f) of ERISA, (b) no condition exists or event or transaction has occurred
    with respect to any Pension Plan which might result in the incurrence by any Obligor or any member
    of the related Controlled Group of any material liability with respect to any contribution thereto,
    fine or penalty, and (c) except as disclosed in Item 7.12 (Employee
    Benefit Plans) of the Disclosure Schedule, neither any Obligor nor any member of the related Controlled
    Group has any material contingent liability with respect to any post-retirement benefit under a Welfare
    Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. 

      SECTION 7.13  Environmental
Warranties.

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

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



      SECTION 7.14  Outstanding
      Indebtedness. As of April 2, 2005, neither Micro nor any of
      its Subsidiaries had any outstanding Indebtedness other than Indebtedness disclosed in Item
      7.14 (Outstanding Indebtedness) of the Disclosure Schedule
      and Indebtedness that could be incurred pursuant to Section
      8.2.1(a)(ii). 

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      SECTION 7.15  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 date hereof) as of the date hereof (unless such
      information relates to an earlier date, in which case such information, when taken as a whole, shall
      be true and accurate in all material respects as of such earlier date), and is not, or shall not
      be, as the case may be, when taken as a whole, incomplete by omitting to state any material fact
      necessary to make such information not misleading. 

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



      SECTION 7.16  Patents,
      Trademarks, etc. Each Obligor and each of their respective
      Subsidiaries owns and possesses, or has a valid and existing license of, or other sufficient interest
      in, all such patents, patent rights, trademarks, trademark rights, trade names, trade name rights,
      service marks, service mark rights and copyrights as is necessary for the conduct of the business
      of each such Obligor or its Subsidiaries as now conducted, without, to the best of the knowledge
      of each such Obligor, any infringement upon rights of other Persons, which infringement results
      in or would reasonably be expected to result in a Material Adverse Effect, and there is no license
      or other interest or right, the loss of which results in, or would reasonably be expected to result
      in, a Material Adverse Effect. 

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

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 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. 


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



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        (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 (and in the case of Coordination Center,
      its status as a coordination center (unless Coordination Center is required to change its status
      due to a change in law or regulation) 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 

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 public accountants (and each Borrower hereby authorizes such independent
    public accountants to discuss the financial matters of such Borrower and its Subsidiaries with the
    Administrative Agent and each Lender or its representatives whether or not any representative of
    such Borrower is present; provided that
    an officer of such Borrower is afforded a reasonable opportunity to be present at any such discussion)
    and to examine any of its relevant books or other corporate records. Micro will pay all expenses
    associated with the exercise of any Lender 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  [Intentionally
Deleted].
      SECTION 8.1.8  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 8.1.9  Guarantee
      or Suretyship. If any Borrower or any of its Subsidiaries
      becomes a party to any contract of guarantee or suretyship which would constitute Indebtedness,
      or if any of its assets becomes subject to such a contract, that contract will be disclosed in
      the next financial information to be provided by Micro pursuant to clause
      (c) of Section 8.1.1; 

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 provided that any failure to comply
    with the disclosure obligations of this Section 8.1.9 shall
    not constitute a Default unless the existence of the contract or contracts of guarantee or suretyship
    which Micro fails to disclose would result in a Default under clause
    (b) of Section 8.2.3. 

      SECTION 8.1.10  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) either guarantees any Indebtedness of Micro or any other Obligor or satisfies
      (at any time) the requirements hereunder which describe a Material Subsidiary, Micro shall cause
      that Subsidiary (other than Coordination Center) to (i) execute and deliver in favor of the Lender
      Parties an Additional Guaranty for the repayment of the Obligations which Additional Guaranty (including,
      without limitation, any Additional Guaranty executed and delivered by an Acceding Borrower pursuant
      to 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 8.1.11  Intra-Group
      Agreement, etc. In the event any Subsidiary of Micro enters
      into an Additional Guaranty pursuant to Section 6.3.3 or 8.1.10,
      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 8.1.12  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 

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 performed in full, each Borrower will perform its respective obligations
    set forth in this Section 8.2. 

       SECTION 8.2.1  Restriction
      on Incurrence of Indebtedness. 


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

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

          (ii) Indebtedness
      existing as of April 2, 2005, or incurred pursuant to commitments or lines of credit in effect as
      of April 2, 2005, (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;

  

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

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



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


        (a) Liens
      existing as of April 2, 2005, 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 



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   good faith by appropriate proceedings and for which adequate reserves in
        accordance with GAAP shall have been set aside on its books; 

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

        (d) Liens
      incurred in the ordinary course of business in connection with 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) 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 with respect to which execution has been stayed or the payment of which is covered in full (subject
      to a customary deductible) by insurance maintained with responsible insurance companies and for which,
      within 30 days of such judgment, the insurance carrier has acknowledged coverage in writing; 

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

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

        (h) Liens
      incurred in the normal course of business in connection with 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
        on all goods held for sale on consignment; 

        (j) 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; 

        (k) 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; 

        (l) 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; and 

         (m) 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 3.25 to 1.0; 

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



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

SECTION 8.2.4  Dividends.

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

        (b) Micro
      shall be permitted to (i) redeem, purchase or acquire any of its Indebtedness that is convertible
      into its capital stock and (ii) make other Restricted Payments in an aggregate amount in any calendar
      year that do not exceed $200,000,000 so long as, in respect of any Restricted Payment, pursuant to clause
      (i) or (ii) above,
      no Default shall have occurred and be continuing or would occur after giving effect thereto, as of
      the date the Restricted Payment is declared, in the case of a dividend, or is made, in 



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   any other case, 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 a Default then exists. 



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


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

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

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

  
          (i) either
        Micro is the surviving entity or the surviving Person (A) is organized and in good standing under
        the laws of a State of the United States and (B) expressly assumes 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 Indebtedness, by loan, advance, transfer of
      property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any
      Indebtedness, or otherwise) in, lease, sell, 

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


        (a) the
      foregoing provisions of this Section 8.2.6 do
      not prohibit (i) agreements with or for the benefit of employees of such Borrower or any Subsidiaries
      regarding bridge home loans and other loans necessitated by the relocation of such 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. 



      SECTION 8.2.7  Limitations
on Acquisitions.

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

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



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

        (d) Execution
      and delivery of each Continuation Notice shall constitute the relevant 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 Sale of Trade Accounts Receivable. Notwithstanding anything
      to the contrary in this Agreement, no Borrower will (and no Borrower will permit any of its Subsidiaries
      to) sell, assign, grant a Lien in, or otherwise transfer any interest in its Trade Accounts Receivable
      to any Person if, after giving effect thereto, the ratio (expressed as a percentage) of (i) Consolidated
      Transferred Receivables to (ii) the sum of Consolidated Retained Receivables plus Consolidated
      Transferred Receivables shall exceed 65%.

      SECTION 8.2.9  [Intentionally
Deleted].
      SECTION 8.2.10  Limitation
      on Businesses. Micro and its Subsidiaries, considered as a
      whole, will not engage principally in businesses other than those conducted by Micro and its Subsidiaries
      on the date hereof, as described in the preamble of this Agreement. 

ARTICLE IX 

EVENTS OF DEFAULT


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

      SECTION 9.1.1  Non-Payment
      of Obligations. A default shall occur in the payment or prepayment
      when due (a) by any Borrower of any principal of any Revolving Loan, (b) by any Borrower of any
      interest on any Revolving 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 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. 

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      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 $60,000,000 at any time, which involuntary incurrences are subject to Section
      9.1.4), Section 8.2.3, Section
      8.2.4, or Section 8.2.5 . 

      SECTION 9.1.4  Non-Performance
      of Other Covenants and Obligations. Any Obligor shall default
      in the payment when due of any fee or any other Obligation not subject to Section
      9.1.1, or the due performance and observance of any other
      covenant, agreement or 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
      9.1.11 that have occurred and are then continuing and (b)
      $50,000,000 (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.
    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 and either: 


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

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



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

      SECTION 9.1.9  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; 



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

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



      SECTION 9.1.10  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 9.1.11  Default
      Under Securitization Programs. Any early liquidation, termination
      or similar event shall have occurred and be continuing under any outstanding Trade Accounts Receivable
      securitization 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) $50,000,000 (or the equivalent thereof in any other currency). 

       SECTION 9.2  Action
      if Bankruptcy. If any Event of Default described in Section
      9.1.9 shall occur, the
    Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal
    amount of all outstanding Revolving 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 9.1.9)
      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 Revolving Loans and all other Obligations to
      be due and payable and/or the Commitments to be terminated, whereupon the full unpaid amount of
      the Revolving Loans and all other Obligations which shall be so declared due and payable shall
      be and become immediately due 

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 and payable, without further notice, demand or presentment, and/or, as
    the case may be, the Commitments shall terminate. 

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


  ARTICLE X

      AGENTS 
  



      SECTION 10.1  Authorization
      and Actions. Each Lender hereby appoints Scotia Capital as
      the Administrative Agent and ABN AMRO Bank N.V. as the Syndication Agent 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 either Agent is not reimbursed by Micro or the other Obligors; 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 either 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 Revolving Loan that such Lender will not make available
      an amount which would constitute its Percentage of such requested Revolving 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 

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 available to the relevant Borrower a corresponding amount. If and to the
    extent that such Lender shall not have made such amount available to the Administrative Agent, such
    Lender and the relevant Borrower severally agree, to pay the Administrative Agent forthwith on demand
    such corresponding amount together with interest thereon, for each day from the date the Administrative
    Agent made such amount available to the relevant Borrower to the date such amount is repaid to the
    Administrative Agent at an annual interest rate equal to the Administrative 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 Revolving
    Loan. 

      SECTION 10.3  Exculpation.
    Neither 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. Any such inquiry which may be made by either 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.
    Either Agent may resign as such at any time upon at least 30 days’ prior notice to Micro and
    all the Lenders. If either 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 the 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 hereunder as the Administrative Agent or Syndication
    Agent, as the case may be, the provisions of: 

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        (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 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 and Joint Book Runners, the Syndication Agent and the
      Co-Documentation Agents listed on the cover page hereof shall not have any duties or responsibilities
      under this Agreement, except in their capacity, if any, as Administrative Agent or Lender. 


  ARTICLE XI

  MISCELLANEOUS PROVISIONS
  



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

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

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

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

        (d) affect
      adversely the interests, rights or obligations of the Administrative Agent or the Issuer shall be
      made without the consent of the Administrative Agent 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;
    all notices if transmitted by facsimile shall be deemed given when transmitted and the appropriate
    receipt for transmission received by the sender thereof. 

      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 

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 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 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 (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 action by the Required Lenders to terminate or reduce the Commitments or accelerate
      the Revolving 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; 



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        (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 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. 

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

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

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

      SECTION 11.8  Execution
      in Counterparts, Effectiveness; Entire Agreement. This Agreement
      may be executed by the parties hereto in several counterparts, each of which shall be deemed to
      be an original and all of which shall constitute together but one and the same Agreement. This
      Agreement shall become effective on the date when the Administrative Agent has (a) received (i)
      counterparts hereof executed on behalf of each Initial Borrower, the Agents, and each Lender or
      (ii) facsimile, telegraphic, or other written confirmation (in form and substance satisfactory
      to the Administrative Agent, who may rely upon the advice of its special counsel in making that
      determination) of such execution and (b) so notified the Borrowers and the Lenders; provided that
      no Lender shall have any obligation to make the initial Credit Extension until the date (the “Effective
      Date”) that the applicable conditions set forth in 

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 Sections 6.1 and 6.2 have
    been satisfied as provided herein. The Effective Date must occur on or before 5:00 p.m., New York
    City time, on July 30, 2005. 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 the Predecessor Credit Agreement,
    by its execution hereof, waives any requirement of prior notice of termination of the “Commitments” (as
    defined in the Predecessor Credit Agreement) pursuant to Section 2.2 thereof and of prepayment of
    Revolving Loans thereunder to the extent necessary to give effect to Section
    6.1.9. 

      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 EITHER AGENT, THE LENDERS, THE ISSUER OR ANY BORROWER MAY BE BROUGHT AND MAINTAINED
      IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
      DISTRICT OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
      OF THE COURTS OF THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
      AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.
      EACH FOREIGN BORROWER HEREBY IRREVOCABLY APPOINTS MICRO (IN SUCH CAPACITY, THE “PROCESS
      AGENT”),
      WITH AN OFFICE ON THE DATE HEREOF AT 1600 E. ST. ANDREW PLACE, SANTA ANA, CA 92705 UNITED STATES,
      AS ITS AGENT TO RECEIVE, ON SUCH FOREIGN 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 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 

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 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 

        (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. 

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        (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 Micro (such consent not to be unreasonably withheld or delayed), 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. 

        (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, 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 (i) the Transferee Lender thereunder
      shall be deemed automatically to have become a party to this Agreement and (to the extent rights
      and obligations under this Agreement have been assigned and transferred to such Transferee Lender
      in connection with such Lender Assignment Agreement) shall have the rights and obligations of a Lender
      under this Agreement and the other Loan Documents, and (ii) the assignor Lender (to the extent that
      rights and obligations under this Agreement have been assigned and transferred by it in connection
      with such Lender Assignment Agreement) shall be released from its obligations under this Agreement
      and the other Loan Documents. 

        (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. 



      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; 



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        (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. 

      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. 

      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 

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 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) in connection with the prospective assignment or transfer of all or any part of, or the sale
    of a participating interest in, such Lender Party’s Credit Extensions and Commitment, to any
    prospective Transferee Lender or Participant that has been apprised of such Lender Party’s obligation
    under this Section 11.15 and
    has agreed to hold confidential the foregoing information in accordance with the terms of this Section
    11.15; (d) to any federal or state regulatory authority having
    jurisdiction over such Lender Party; or (e) to any other Person to which such delivery or disclosure
    may be necessary or appropriate (i) to effect compliance with any law, rule, regulation or order
    applicable to such Lender Party, (ii) in response to any subpoena or other legal process (provided that
    the relevant Borrower shall be given notice of any such subpoena or other legal process as soon as
    possible in any event prior to production (unless provision of any such notice would result in a
    violation of any such subpoena or other legal process), and the Lender Party receiving such subpoena
    or other legal process shall cooperate with such Borrower, at such 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. 

      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, after the consummation
      of the transaction or series of transactions described in such certificate (which certification shall
      also state that such transactions, individually and in the aggregate, will be in compliance with
      the terms and conditions of this Agreement, including, to the extent applicable, the covenants contained
      in Sections 8.2.5 and 8.2.6,
      and that no Default existed, exists, or will exist, as the case may be, immediately before, as a
      result of, or after giving effect to such transaction or transactions and the release or termination,
      as the case may be, described below), the Guarantor or Acceding Borrower, as the case may be, identified
      in such certificate will no longer be a Subsidiary of Micro, and (ii) in the case of a Acceding Borrower,
      the appropriate Lender Parties have received payment in full of all principal of, interest on, reimbursement
      obligation in respect of, and



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   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. 

 REMAINDER OF PAGE INTENTIONALLY BLANK. THIS
    PAGE IS 

  FOLLOWED BY SIGNATURE PAGES FOR THE BORROWERS AS OF THE 

  DATE OF THIS AGREEMENT, FOLLOWED
  BY SEPARATE SIGNATURE

PAGES FOR THE AGENTS AND THE LENDERS. 

 

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

	 INGRAM MICRO INC.,
    as an Initial 	  INGRAM MICRO COORDINATION 
	 Borrower and a Guarantor 	  CENTER B.V.B.A.,
    as an Initial Borrower 
	 	 		 
	 	 		 
	By	/s/ James F. Ricketts 	By 	 /s/ Karel Everaet  
	 	
		

	 	          Name: James
    F. Ricketts 	 	          Name: Karel
    Everaet 
	 	          Title:    Corporate
      Vice President and Treasuer 	 	          Title:    Managing
    Director 




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




	 INGRAM MICRO EUROPE 
	 TREASURY LLC, as
        an Initial Borrower 
	 By: [Insert Name of Managing Member] 
	  	 
	 	 
	 By 	/s/ James F. Ricketts 
	 	

		Name: James F.
    Ricketts 
	 	Title:    Manager
    and Treasurer




	 Address: 	 1600 E. St. Andrew Place 
	  	 Santa Ana, CA 92705 
	 	 
	 Facsimile No.: 	[Omitted]
	 	 
	 Attention: 	 James F. Ricketts 


 



    One of Several Signature Pages to

    Credit Agreement 

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

	 	 THE BANK OF NOVA SCOTIA, as the 
	 	 Administrative Agent 
	 	  
	 	  
	 	 By /s/
        Kemp Leonard                      
	 	    Name: Kemp
    Leonard
	 	       Title:    Director
	 	  
	 	 Address for Notices: 
	 	 600 Peach Street, N.E., Suite 2700 
	 	 Atlanta, Georgia 30308 
	 	  
	 	 Facsimile No.: [Omitted]
	 	  
	 	 Attention: Hilma
        Gabbidon 
	 	  
	 	 Address for Payment of Fees: 
	 	 600 Peach Street, N.E., Suite 2700 
	 	 Atlanta, Georgia 30308 
	 	  
	 	 Facsimile No.: [Omitted]
	 	  
	 	 Attention: Hilma
        Gabbidon 
	 	 
	 	 
	 	 
	 	 




    One of Several Signature Pages to

    Credit Agreement 

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

	 	 	 ABN AMRO BANK N.V., as the Syndication

    Agent 
	 	 	 	 	 
	 	 	By:	/s/ William Davidson
	 	 	 	

	 	 	 	Name:	William Davidson
	 	 	 	Title:	Director
	 	 	 	 	 
	 	 	By:	/s/ Panida Wongchantara 
	 	 	 	

	 	 	 	Name:	Panida Wongchantara
	 	 	 	Title:	Vice President 
	 	 	 	 	 


   

One of Several Signature Pages to

  Credit Agreement 

-86-













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

		 	 Initial 	 
		 	 Commitment 	 
	 	 Percentage 	 Amount 	 
	 	 	 	 
	 	 20% 	 $35,000,000.00 	 THE BANK OF NOVA SCOTIA, as a Lender 
	 	 	 	 
	 	  	 	 
		 	 	 By /s/ Kemp
          Leonard                      
	 	 	 	    Name: Kemp
        Leonard
	 	 	 	     Title:    Director




	 Lending Office for Other Loans: 	 Address for Notices: 
	 Scotia House 	 600 Peach Street, N.E., Suite 2700 
	 33 Finsbury Square 	 Atlanta, Georgia 30308 
	 London EC2A1BB England 	 
	 Facsimile No.: [Omitted]	 Facsimile No.: [Omitted]
	 	 
	 Attention: Loan
        Agency Services 	 Attention: Hilma
        Gabbidon 
	 	 
	 	 
	 Lending Office for Loans to Micro: 	 Address for Payment of Fees: 
	 580 California Street 	 600 Peach Street, N.E., Suite 2700 
	 San Francisco, California 94104 	 Atlanta, Georgia 30308 
	 Facsimile No.: [Omitted]	 Facsimile No.: [Omitted]
	 	 
	 Attention: Kemp
        Leonard 	 Attention: Hilma
        Gabbidon 


 

 



  One of Several Signature Pages to

  Credit Agreement 

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

		 	 Initial 	 
		 	 Commitment 	 
	 	 Percentage 	 Amount 	 
	 	 	 	 
	 	 20% 	 $35,000,000.00 	 ABN AMRO BANK N.V., as a Lender
	 	 	 	 
	 	  	 	 
		 	 	 By /s/
        William Davidson                
	 	 	 	    Name: William
    Davidson 
	 	 	 	     Title:     Director
	 	 	 	 
	 	 	 	 
		 	 	 By /s/
        Panida Wongchantara          
	 	 	 	    Name: Panida
    Wongchantara
	 	 	 	     Title:    Vice
    President 




	 Lending Office for Other Loans: 	      Address
          for Notices: 
	 [Omitted] 	      540
        West Madison Street, Suite 2621 
	 	      Chicago,
        IL 60661 
	 	 
	 Facsimile No.:  [Omitted] 	      Facsimile
          No.:  [Omitted] 
	 Telephone No.:  [Omitted]	      Telephone
          No.:  [Omitted]
	 Attention: [Omitted]	      Attention: Credit
        Administration 
	 	      Email: Kymm.Recht@abnamro.com 
	 	 
	 	      with
        a copy to: 
	 	 
	 	      ABN
        AMRO Bank, N.V. 
	 	      101
        California Street, Suite 4300 
	 	      San
        Francisco, CA 94111 
	 	      Attention:
        Bill Davidson 
	 	      Telephone:
        [Omitted]
	 	      Fax:
        [Omitted] 
	 	      Email:
        William.Davidson@abnamro.com 
	 	 
	 Lending Office for Loans to Micro: 	      Address
          for Payment of Fees: 
	 ABN AMRO Bank, N.V. 	      ABN
        AMRO Bank, N.V. 
	 540 W. Madison St., Suite 2621 	      540
        W. Madison St., Suite 2100 
	 Chicago, IL 60661 	      Chicago,
        IL 60661 
	 Facsimile No.:  [Omitted] 	      Facsimile
          No.:  [Omitted]
	 Telephone No.:  [Omitted]	      Telephone
          No.:  [Omitted]
	 Attention: Kymm
        Recht 	      Attention: Loan
        Administration 
	 Email: Kymm.Recht@abnamro.com 	      Email:
        cpu.team.a@abnamro.com 




 One of Several Signature Pages to 

Credit Agreement 

 -88- 













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

		 	 Initial 	 
		 	 Commitment 	 
	 	 Percentage 	 Amount 	 
	 	 	 	 
	 	 14.2857142857% 	 $25,000,000.00 	BANK OF AMERICA, N.A., as a Lender  
	 	 	 	 
	 	  	 	 
		 	 	 By /s/
        Lee Merkle-Raymond        
	 	 	 	     Name: Lee
    Merkle-Raymond
	 	 	 	     Title:    Managing
        Director 




	 Lending Office for Other Loans: 	 Address for Notices: 
	 	 
	 	 
	 Facsimile No.: 	 Facsimile No.: 
	 	 
	 Attention: 	 Attention: 
	 	 
	 Lending Office for Loans to Micro: 	 Address for Payment of Fees: 
	 	 
	 	 
	 Facsimile No.: 	 Facsimile No.: 
	 	 
	 Attention: 	 Attention: 




 One of Several Signature Pages to 

Credit Agreement 

-89- 













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

		 	 Initial 	 
		 	 Commitment 	 
	 	 Percentage 	 Amount 	 
	 	 	 	 
	 	 14.2857142857% 	 $25,000,000.00 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 	 	 	 
	 	  	 	 
		 	 	 By /s/ Robert
        W. Boswell              
	 	 	 	     Name: Robert
        W. Boswell 
	 	 	 	     Title:    Senior
        Vice President 





	 Lending Office for Other Loans: 	 Address for Notices for Dollar-denominated 
	 	 Revolving Loans: 
	 601 108 th Ave.
        NE, 5 th Floor 	 KeyBank National Association 
	 	 OH-01-27-0417 
	 Bellevue, WA 98004 	 127 Public Square 
	 Facsimile No.:  [Omitted]	 Cleveland, Ohio 44114 
	 Telephone No.:  [Omitted] 	 Facsimile No.: [Omitted]
	 Attention: Kim
        Richmond 	 Attention: Lisa
        Wright 
	 Email: Kim_A_Richmond@keybank.com 	 Email: Lisa_M_Wright@keybank.com 
	  	 
	 	 Address for Notices for non Dollar-
 
	 	 denominated Revolving Loans: 
	 	 KeyBank National Association 
	 	 OH-01-27-0417 
	 	 127 Public Square 
	 	 Cleveland, Ohio 44114 
	 	 Facsimile No.: [Omitted]
	 	 Attention: Lisa
        Wright 
	 	 Email: Lisa_M_Wright@keybank.com 
	  	 
	 Lending Office for Loans to Micro: 	 Address for Payment of Fees: 
	 601 108 th Ave.
        NE, 5 th Floor 	 KeyBank National Association 
	 	 OH-01-27-0417 
	 Bellevue, WA 98004 	 127 Public Square 
	 Facsimile No.:  [Omitted]	 Cleveland, Ohio 44114 
	 Telephone No.:  [Omitted]	 Facsimile No.: [Omitted]
	 Attention: Kim
        Richmond 	 Attention: Lisa
        Wright 
	 Email: Kim_A_Richmond@keybank.com 	 Email: Lisa_M_Wright@keybank.com 




 One of Several Signature Pages to 

Credit Agreement 

-90-















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

		 	 Initial 	 
		 	 Commitment 	 
	 	 Percentage 	 Amount 	 
	 
	 	 	 	 
	 	 8.5714285714% 	 $15,000,000 	 MORGAN STANLEY BANK, as a Lender 
	 
	 
				 
				 
		 	 	 By /s/
        Daniel Twenge               
	 	 	 	     Name: Daniel
        Twenge 
	 	 	 	     Title:    Vice
        President 




	 Lending Office for Other Loans: 	 Address for Notices: 
	 1633 Broadway – 25 th Floor 	 1633 Broadway – 25 th Floor 
	 New York, NY 10019 	 New York, NY 10019 
	 Facsimile No.:  [Omitted]	 Facsimile No.:  [Omitted] 
	 Telephone No.:  [Omitted]	 Telephone No.:  [Omitted]
	 Attention: Larry
        Benison 	 Attention: Larry
        Benison 
	 Email: Larry.Benison@morganstanley.com 	 Email: Larry.Benison@morganstanley.com 
	 	 
	 Lending Office for Loans to Micro: 	 Address for Payment of Fees: 
	 1633 Broadway – 25 th Floor 	 1633 Broadway – 25 th Floor 
	 New York, NY 10019 	 New York, NY 10019 
	 Facsimile No.:  [Omitted]	 Facsimile No.:  [Omitted]
	 Telephone No.:  [Omitted]	 Telephone No.:  [Omitted]
	 Attention: Larry
        Benison 	 Attention: Larry
        Benison 
	 Email: Larry.Benison@morganstanley.com 	 Email: Larry.Benison@morganstanley.com 


 

 



    One of Several Signature Pages to

    Credit Agreement 

-91-













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

		 	 Initial 	 
		 	 Commitment	 
	 	 Percentage 	 Amount 	 
	 	 	 	 
	 	 14.2857142857% 	 $25,000,000 	 UNION BANK OF CALIFORNIA, N.A., as a Lender
				 
				 
		 	 	 By /s/
        James Heim                   
	 	 	 	     Name: James
        Heim 
	 	 	 	     Title:    Vice
        President 




	 	 
	 Lending Office for Other Loans: 	 Address for Notices: 
	 601 Potrero Grande 	 18300 Von Karman, Suite 310 
	 Monterey Park, California 91754 	 Irvine, California 92612 
	 Facsimile No.:  [Omitted]	 Facsimile No.: [Omitted]
	 Telephone No.:  [Omitted] 	 Telephone No.:  [Omitted] 
	 Attention: Maria
        Suncin/Ruby Gonzales 	 Attention: James
        Heim 
	 	 
	 	 
	 Lending Office for Loans to Micro: 	 Address for Payment of Fees: 
	 601 Potrero Grande 	 601 Potrero Grande 
	 Monterey Park, California 91754 	 Monterey Park, California 91754 
	 Facsimile No.:  [Omitted] 	 Facsimile No.:  [Omitted] 
	 Telephone No.:  [Omitted] 	 Telephone No.:  [Omitted]
	 Attention: Maria
        Suncin/Ruby Gonzales 	 Attention: Maria
        Suncin/Ruby Gonzales 


 



    One of Several Signature Pages to

    Credit Agreement 

-92-













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

		 	 Initial 	 
		 	 Commitment 	 
	 	 Percentage 	 Amount 	 
	 
	 	 	 	 
	 	 8.5714285714% 	 $15,000,000 	 MIZUHO CORPORATE BANK, LTD. 
	 
				 
				 
		 	 	 By /s/
        Raymond Ventura                
	 	 	 	     Name: Raymond
        Ventura 
	 	 	 	     Title:    Senior
        Vice President 




	 	 
	 Lending Office for Other Loans: 	 Address for Notices: 
	 1251 Avenue of the Americas 	 1251 Avenue of the Americas 
	 New York, NY 10020 	 New York, NY 10020 
	 Facsimile No.: [Omitted]	 Facsimile No.: [Omitted]
	 Telephone No.: [Omitted]	 Telephone No.: [Omitted] 
	 Attention: Hilary
        Zhang 	 Attention: Hilary
        Zhang 
	 Email: Hilary.Zhang@mizuhocbus.com 	 Email: Hilary.Zhang@mizuhocbus.com 
	 	 
	 Lending Office for Loans to Micro: 	 Address for Payment of Fees: 
	 1800 Plaza Ten, Harborside Financial Center 	 1800 Plaza Ten, Harborside Financial Center 
	 Jersey City, NY 07311 	 Jersey City, NY 07311 
	 Facsimile No.: [Omitted] 	 Facsimile No.: [Omitted]
	 Telephone No.: [Omitted]	 Telephone No.: [Omitted]
	 Attention: Margaret
        Schwed 	 Attention: Margaret
        Schwed 
	 Email: Margaret.Schwed@mizuhocbus.com 	 Email: Margaret.Schwed@mizuhocbus.com 


 

 



    One of Several Signature Pages to

    Credit Agreement 

-93-