Our worldwide suppliers include leading computer hardware suppliers, networking equipment suppliers, and software publishers such as 3Com, Adobe, Acer, Apple Computer, APC, Cisco Systems, Computer Associates, Epson, Hewlett-Packard, IBM, Iomega, InFocus, Intel, Lexmark, Microsoft, NEC/Mitsubishi Electronics, Novell, Palm, Phillips, Maxtor, Seagate, Sony, Symantec, Tektronix, Toshiba, Veritas, Viewsonic, Western Digital and Xerox.

     Our suppliers generally warrant the products we distribute and allow returns of defective products, including those returned to us by our customers. We do not independently warrant the products we distribute; however, we do warrant our services and the products that we build to order from components purchased from other sources. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted to reflect actual experience. Historically, warranty expense has not been material.

     We have written distribution agreements with many of our suppliers; however, these agreements usually provide for nonexclusive distribution rights and often include territorial restrictions that limit the countries in which we can distribute the products. The agreements are also generally short term, subject to periodic renewal, and often contain provisions permitting termination by either party without cause upon relatively short notice. A supplier who elects to terminate a distribution agreement generally will repurchase its products carried in the distributor’s inventory.

     Our business, like that of other distributors, is subject to the risk that the value of our inventory will be affected adversely by suppliers’ price reductions or by technological changes affecting the usefulness or desirability of the products comprising the inventory. It is the policy of many suppliers of IT products to offer distributors like us, who purchase directly from them, limited protection from the loss in value of inventory due to technological change or a supplier’s price reductions. Under many of these agreements, the distributor is restricted to a designated period of time in which products may be returned for credit or exchanged for other products or during which price protection credits may be claimed. We take various actions, including monitoring our inventory levels and controlling the timing of purchases, to maximize our protection under supplier programs and reduce our inventory risk. However, no assurance can be given that current protective terms and conditions will continue or that they will adequately protect us against declines in inventory value, or that they will not be revised in such a manner as to adversely impact our ability to obtain price protection. In addition, suppliers may become insolvent and unable to fulfill their protection obligations to us. We are subject to the risk that our inventory values may decline and protective terms under supplier agreements may not adequately cover the decline in values.

Services

     We offer end-to-end supply chain services to suppliers, Internet-based resellers, brick-and-mortar retailers selling on-line, and large resellers. Some of our supply chain management customers include ABM Systems, Amazon.com, CompUSA, Intuit, Iomega, SARCOM, and Targus Group in North America and Dixons Store Group, Hewlett-Packard, NCR and WStore in Europe. Through Ingram Micro Logistics we provide end-to-end order management and fulfillment, contract manufacturing, warehouse services, product procurement, product pack out and cartonization, reverse logistics, transportation management, customer care, tailored financing programs, marketing services, credit and collection management services, and other outsourcing services.

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     To complement our core competencies, increase customer satisfaction, and expand these outsourcing opportunities by providing “best-in-class” solutions, we have entered into various strategic alliances in areas such as e-commerce, telemarketing, transportation, and marketing services. By leveraging our core competencies to offer these services, we enable our clients to reduce their fixed investments while at the same time accessing our latest technology and world-class customer service metrics. Our agreements with these customers are generally for a number of years, although either party usually may terminate the agreement after a relatively short notice period.

     We also offer regional and nationwide services in North America through our Ingram Micro Service Network (“IMSN”) which partners with over 450 reseller members. IMSN enables VARs to increase their end-user customer satisfaction and loyalty by providing a fully managed nationwide technical support solution with our industry-leading expertise. This service is provided by a community of over 10,000 certified technicians in over 450 locations throughout the U.S., Canada, and Puerto Rico. Our partners work together to provide world-class IT business solutions and support to customers including application services; consulting; hardware and software support; installation, moves, adds, and changes; migration services; Local-Area Network and Wide-Area Network services; network design, integration and implementation; and outsourcing services.

     Additionally, we offer channel assembly (bringing together individual OEM components into a manufacturer-authorized computer) and reconfiguration services (opening brand named finished product and upgrading it with features such as memory, components, accessories, and third-party software) within several regions in which we operate.

     Although services represent one of the initiatives of our long-term strategy, they have contributed less than 10% of our revenues in the past and may not reach that level in the near term.

Information Systems and Related Tools

     As part of our ongoing profit enhancement program, we announced plans in 2002 to appoint a third-party service provider, ACS, to manage our IT infrastructure functions. This initiative is intended to lower our ongoing IT operating expenses and reduce IT-related investments. We included the anticipated savings generated by this action in the expected operating income improvements described in our September 18, 2002 press release announcing our profit enhancement program. This initiative also allows us to take advantage of ACS’ economies of scale to achieve a lower cost structure for our business while allowing the flexibility to access the expertise needed to manage a variety of technology platforms. Additionally, this will enable our internal IT staff to focus on strategic business and technology initiatives and the IT connectivity requirements of our customers and supply partners. The contract with ACS covers mainframe, major server, desktop and enterprise storage operations; wide area and local area network support and engineering; systems management services; internal associate help desk services; and voice/PBX for our North America operations. We will retain responsibility for IT strategy and architecture, worldwide application development, quality assurance, and customer and partner programs internally.

     Our systems utilize a variety of platforms designed to provide the high level of scalability and performance required to manage our large and complex business operations. IMpulse is a single, proprietary, standardized, real-time information system and operating environment, used across substantially all of our worldwide operations. It has been customized as necessary for use in substantially all countries in which we operate and can handle multiple languages and currencies. We have designed IMpulse as a scalable system that can support increased

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transaction volume. IMpulse supports over 39,000 mainframe connections (terminals, printers, PCs, and radio frequency hand-held terminals) worldwide with an internal response time of less than one second.

     Worldwide, our centralized processing system supports more than 40 operational functions including customer management, inventory management, order management, warehouse management, and accounting. At the core of the IMpulse system is on-line, real-time distribution software to which considerable enhancements and modifications have been made to support our low-cost business model and its growth. We make extensive use of advanced telecommunications technologies with customer service enhancing features, such as Automatic Call Distribution to route customer calls to telesales representatives. The Telesales Department uses its Sales Wizard system for on-line, real-time tracking of all customer calls, for proactive outbound calling, and for status reports on sales statistics such as number of customer calls, customer call intentions, and total sales generated. IMpulse allows our telesales representatives to deliver real-time information on product pricing, inventory availability, and order status to reseller customers. The pricing functionality within IMpulse enables telesales representatives to make informed pricing decisions through access to specific product, order, and fulfillment related information for each sales opportunity. We have also invested in developing segmentation accounting tools, which enable various levels of sales and product management to analyze and report sales activity with increased visibility into our customer, supplier, and product mix to establish pricing guidelines.

     In the United States, we use CTI technology, which provides the telesales representatives with Automatic Number Identification capability and advanced telecommunications features such as on-screen call waiting, call routing, and automatic call return, thereby reducing the time required to process customer orders.

     In order for us to act as the agent of commerce among suppliers, resellers, and end-users, we continued to improve our website, www.ingrammicro.com, during 2002. Major enhancements included improving our search capability, adding on-line returns processing, and offering automated on-line volume software license ordering. The website communicates with IMpulse through a real-time connection that provides seamless interaction between the two environments. All of our web applications and many internal applications are built using Java to enhance their flexibility and reusability.

     We are enhancing and deploying other seamless electronic commerce tools that allow resellers to do business with us at lower cost and with greater ease. This includes our VentureTech Network website, www.venturetechnetwork.com, which enables communication between solutions integrators and SMB customers. Additionally, our GovEd Alliance program includes a website, www.ingrammicro.com/goved, which provides independent resellers with information about tools and resources to help them compete in the public sector market. These include finance options; GSA pass through program; newsletters; news, events, and discounts on third party-services; manufacturer product information; as well as other business development tools.

     To complement our telesales, customer service, and technical support capabilities, IMpulse offers a number of different electronic products and services through which customers can conduct business with us. These products and services include the Customer Automated Purchasing System, Electronic Data Interchange (“EDI”), several customized Extensible Markup Language (“XML”) based solutions, select RosettaNet Pips (Partner Interface Processes), InsideLine, the Bulletin Board Service, Internet-based Electronic Catalog, and TechNotes. The Electronic Catalog provides reseller customers with access to product pricing and availability, with the capability to search by product category, name, or manufacturer. TechNotes is a comprehensive multi-manufacturer database that customers can deploy on their own websites that contains timely and accurate product, sales, and technical information. TechNotes information is updated regularly by our supplier partners. In Europe, Asia-

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Pacific, and Canada, we also subscribe to CNet’s data sheets program, and in Latin America we create our own tech notes without the assistance of suppliers.

     In 2002, we completed the deployment of our next-generation operations and logistics system, IM-First, throughout our U.S. distribution network. This system allows our distribution centers to process orders 24 hours a day, seven days a week. IM-First leverages state-of-the-art distributed processing technology, including a wireless and paperless distribution management system. IM-First was further enhanced in 2002 to provide greater customization capabilities for our shipping documents. Customers can now tailor packing slips and other shipping documents to meet their own specifications.

     In addition, our warehouse operations use extensive bar-coding and radio frequency technology for receiving and shipping, and real-time links to carriers such as United Parcel Service and Federal Express for freight processing and shipment tracking. The customer service department uses the POWER System for on-line documentation and faster processing of customer product returns. To ensure that adequate inventory levels are maintained, our buyers depend on the Orion system to track inventory on a continual basis. These systems and many other features in IMpulse help to expedite the order processing cycle and reduce our operating costs as well as the costs for our reseller customers and suppliers.

     We employ various security measures and backup systems designed to protect against unauthorized access or use, or the failure of our information systems. Access to our information systems is controlled through the use of firewalls, passwords, virtual private networks (“VPNs”), and digital signatures. We have taken additional security measures with respect to sensitive information. Through ACS, we have disaster recovery services available from IBM Business Continuity & Recovery Services. Additionally, we have backup power sources at a number of major sites for emergency power. We have not experienced any material failures or downtime of IMpulse or any of our other information systems, but any systems failure or material downtime could prevent us from taking customer orders, printing product pick-lists and/or shipping product, and could also prevent our customers from accessing price and product availability information.

Global Operations

     We have local sales offices and/or Ingram Micro sales representatives in various worldwide markets including in North America (the United States and Canada), Europe (Austria, Belgium, Denmark, Finland, France, Germany, Hungary, Italy, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom), Latin America (Argentina, Brazil, Chile, Mexico, Peru, and Puerto Rico), and Asia-Pacific (Australia, Bangladesh, the People’s Republic of China [including Hong Kong], India, Malaysia, New Zealand, Pakistan, Singapore, Sri Lanka, and Thailand). We also have contracted sales agents, parties who act on our behalf or primary supplier relationships with independent third parties in Costa Rica, Dominican Republic, Ecuador, Guatemala, Indonesia, Panama, Trinidad/Tobago, and Vietnam. Additionally, we serve markets where we do not have an in-country presence through our various sales offices, including our general telesales operations in Santa Ana, California and Buffalo, New York and our export offices in Miami, Florida, Singapore, and certain countries in Europe.

     Our financial transactions from operations outside the United States are primarily denominated in currencies other than the U.S. dollar. Accordingly, our operations outside the United States impose risks upon our business as a result of exchange rate fluctuations. We mitigate most of this risk primarily through matching the currencies of our non-U.S. net sales, costs, and borrowings in foreign currencies, and utilizing derivative financial instruments such as forward exchange contracts.

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Competition

     We operate in a highly competitive environment, both in the United States and internationally. The IT products and services distribution industry is characterized by intense competition, based primarily on:

     We believe we compete favorably with respect to each of these factors.

     We compete in the U.S. against full-line distributors such as Tech Data and Synnex Information Technologies, as well as specialty distributors such as Daisytek in consumables, Avnet and Arrow in industrial and enterprise products, and Douglas Stewart in educational products. The U.S. competitive landscape continues to undergo major consolidation as seen in the merger of Hewlett-Packard and Compaq Computer Corporation and the acquisition of Gates/Arrow by Synnex in 2002. Markets outside the United States, which represent over half of the IT industry’s sales, are characterized by a more fragmented distribution channel; however, consolidation has taken place in these markets as well. In Europe, four of our local market competitors, namely Esprinet (Italy), Copaco (The Netherlands), Also (Switzerland, Germany and Austria) and WestCoast (UK) have created a marketing alliance called the “European Wholesale Group” to better address the international needs of suppliers and resellers. Suppliers and resellers pursuing global strategies continue to seek distributors with global sales and support capabilities.

     We compete internationally with a variety of national and regional distributors. In the European market, competitors include international distributors such as Tech Data, Actebis, and Westcon/Comstor. The European distribution landscape is highly fragmented, with market share spread among many regional and local competitors. Examples include Scribona in the Nordic Region; Esprinet in Italy; OpenGate in Italy, Spain, and Portugal; Maxdata in Germany, Austria, and Switzerland; and Northamber in the United Kingdom. Other international distributors such as Arrow, Avnet and Bell Micro are strong competitors in many European countries. Hybrid reseller/distributors such as Computacentre and Specialist Computer Holdings provide additional pan-European competition. In Canada, we compete with Tech Data, Synnex, Supercom, and EMJ as well as a number of smaller distributors. In Latin America, we compete with international distributors such as Tech Data, and several regional and local distributors including Bell Micro, Deltron, Intcomex, Mexmal, MPS, Officer, and Synnex. In the Asia-Pacific market, we face competition from global, regional, and local competitors including Arrow, Digiland, ECS, Synnex and Tech Pacific. We also face competition in local markets such as Digital China and PCI in the People’s Republic of China, Redington in India, and Express Data in Australia.

     As some manufacturer and reseller customers move their back-room operations to distribution partners, outsourcing and value-added services may be areas of opportunity. Examples of value-added capabilities include configuration, innovative financing programs, and order fulfillment programs. Many of our suppliers and reseller customers are looking to outsourcing partners to perform back-room operations. To better meet these expanding opportunities, we offer fee-based end-to-end logistics

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services through Ingram Micro Logistics to suppliers and retailers selling on-line. There has been an accelerated movement among transportation and logistics companies to provide many of these fulfillment and e-commerce supply chain services. Within this arena, we face competition from major transportation and logistics suppliers such as Exel, Menlo, and UPS Supply Chain Services; electronic manufacturing services providers such as Solectron and Flextronics; and media companies such as Technicolor.

     We are constantly seeking to expand our business into areas closely related to our core IT products and services distribution business. As we enter new business areas, including value-added services, we may encounter increased competition from current competitors and/or from new competitors, some of which may be our current customers. Application service providers constitute a relatively new channel for suppliers to remotely deliver software applications to end-users. Telephone companies also represent competition for us when they offer bundled broadband and equipment solutions directly to end-customers.

     The evolving direct-sales relationships between manufacturers, resellers, and end-users continue to introduce change into our competitive landscape. We compete, in some cases, with hardware suppliers and software publishers that sell directly to reseller customers and end-users. However, we may become a business partner to these companies by providing supply chain services optimized for the IT market.

Asset Management

     We seek to maintain sufficient quantities of product inventories to achieve optimum order fill rates. We believe that the risks associated with slow-moving and obsolete inventory are partially mitigated by price protection and stock return privileges provided by suppliers. In the event of a supplier price reduction, we generally receive a credit based upon the terms and conditions with that supplier. In addition, we have the right to return a certain percentage of purchases, subject to certain limitations. We are exposed to inventory risk to the extent that supplier protections are not available on all products or quantities and are subject to time restrictions. In addition, suppliers may become insolvent and unable to fulfill their protection obligations to us. We manage this risk through continual monitoring of existing inventory levels relative to customer demand. To the extent necessary, we have established and continue to accrue for excess and obsolete inventory reserves.

     Historically, price protection, stock return privileges, and inventory management procedures have helped reduce the risk of decline in the value of inventory. However, major PC suppliers have stated that it is their intention to control the amount of inventory in the channel, particularly in light of the growth of vendor-direct and build-to-order strategies. A number of our suppliers have changed the terms and conditions of their price protection plans. These changes have resulted in increased exposure for us as the distribution partner. The shorter time periods during which distributors may receive credit for decreases in manufacturer prices on unsold inventory, as well as changes in the methodology to determine what level of unsold inventory distributors will be compensated for as a result of a price decrease, have decreased the levels of price protection we receive from suppliers. These changes in terms and conditions have made it more difficult for us to match our inventory levels with the price protection periods. Consequently, we bear risk that the value of the inventory we hold will decline after these price protection periods have passed. We continue to mitigate these risks by managing the amount of inventory in the channel from our suppliers to reflect the overall demand for our products.

     Inventory levels may vary from period to period, due in part to the addition of new suppliers or new lines with current suppliers and large cash purchases of inventory due to advantageous terms offered by suppliers. In addition, payment terms with inventory suppliers may vary from time to time, and could result in less inventory being financed by suppliers and a greater amount of inventory being financed by our capital.

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Trademarks and Service Marks

     We own or are the licensee of various trademarks and service marks, including, among others, “Ingram Micro,” the Ingram Micro logo, and “VentureTech Network.” Certain of these marks are registered, or are in the process of being registered, in the United States and various other countries. Even though our marks may not be registered in every country where we conduct business, in many cases we have acquired rights in those marks because of our continued use of them. Our management believes that the value of our marks is increasing with the development of our business, but our business as a whole is not materially dependent on these marks.

Employees

     As of December 28, 2002, we employed approximately 12,700 associates (as measured on a full-time equivalent basis). Our success depends on the talent and dedication of our associates. We strive to attract, develop, and retain outstanding associates. Certain of our operations in Europe and Latin America are subject to syndicates, collective bargaining or similar arrangements. We have a process for continuously measuring the status of associate satisfaction and responding to associate priorities. We believe that our relationships with our associates are generally good.

EXECUTIVE OFFICERS OF THE COMPANY

     The following table lists the executive officers of Ingram Micro as of March 1, 2003.

     Kent B. Foster. Mr. Foster, age 59, was elected chairman of the board in May 2000 and is also our chief executive officer. Mr. Foster joined us as chief executive officer and president and a director in March 2000 after a 29-year career at GTE Corporation, a leading

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telecommunications company with one of the industry’s broadest arrays of products and services. From 1995 through 1999, Mr. Foster served as president, GTE Corporation and was a member of GTE’s board of directors from 1992 to 1999, serving as vice chairman of the board of GTE from 1993 to 1999. In addition, he currently serves on the board of directors of Campbell Soup Company, Inc., J.C. Penney Company, Inc., and New York Life Insurance Company.

     Michael J. Grainger. Mr. Grainger, age 50, has been our president and chief operating officer since January 2001 and served as our chief financial officer from May 1996 through July 2001. He also served as executive vice president from October 1996 to January 2001. He was vice president and controller of Ingram Industries Inc., our former parent corporation, from July 1990 to October 1996.

     Guy P. Abramo. Mr. Abramo, age 41, is our executive vice president and chief strategy and information officer. He has held these positions since September 2000. He previously served as senior vice president and chief information officer from November 1999 to September 2000, and senior vice president of marketing from September 1998 to November 1999. Prior to working for Ingram Micro, Mr. Abramo was a partner at Yankelovich Partners, a marketing professional services company, from May 1998 to October 1998 and managing director of marketing intelligence at KPMG Peat Marwick LLP, an accounting and professional services company, from February 1995 to May 1998.

     Henri T. Koppen. Mr. Koppen, age 60, has been executive vice president and president of Ingram Micro Asia-Pacific since February 2002, and served as senior vice president and president of Ingram Micro Asia-Pacific, from March 2000 through January 2002. He previously served as senior vice president and president of Ingram Micro Latin America from January 1998 to March 2000. Prior to working for Ingram Micro, Mr. Koppen served as president, Latin America, for General Electric Capital IT Solutions, a systems integrator/reseller company, from July 1996 to December 1997 and vice president, Latin America, for Ameridata Global Inc., a systems integrator/reseller company, from May 1995 to July 1996.

     Thomas A. Madden. Mr. Madden, age 49, became our executive vice president and chief financial officer in July 2001. Mr. Madden joined us from Arvin Meritor, Inc., a global supplier of systems, modules and components for the automotive industry, where he served as senior vice president and chief financial officer from May 1997 to July 2001. From 1981 to 1997, Mr. Madden held various management positions with Rockwell International, including vice president of corporate development, from 1996 to 1997, vice president of finance, from 1994 to 1996, and assistant corporate controller, from 1987 to 1994.

     Alain Monie. Mr. Monie, age 52, became our executive vice president in January 2003. Previously, Mr. Monie was an international executive consultant with aerospace and defense corporations from September 2002 to January 2003. Mr. Monie also served as president of the Latin American division of Honeywell International from January 2000 to August 2002. He joined Honeywell following its merger with Allied Signal Inc., where he built a 17-year career on three continents, progressing from a regional sales manager to head of Asia-Pacific operations from October 1997 to December 1999.

     Kevin M. Murai. Mr. Murai, age 39, became our executive vice president and president of Ingram Micro North America in January 2002. He previously served as executive vice president and president of Ingram Micro U.S. from January 2000 to December 2001, as senior vice president and president of Ingram Micro Canada from December 1997 to January 2000, and vice president of operations for Ingram Micro Canada from January 1993 to December 1997.

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     Gregory M.E. Spierkel. Mr. Spierkel, age 46, is executive vice president and president of Ingram Micro Europe. He has held these positions since June 1999. He previously served as senior vice president and president of Ingram Micro Asia-Pacific from July 1997 to June 1999. Prior to working for Ingram Micro, Mr. Spierkel was vice president of global sales and marketing at Mitel Inc., a manufacturer of telecommunications and semiconductor products, from March 1996 to June 1997 and was president of North America at Mitel from April 1992 to March 1996.

     James E. Anderson, Jr. Mr. Anderson, age 55, is our senior vice president, secretary and general counsel. He has held these positions since January 1996. He previously served as vice president, secretary and general counsel of Ingram Industries Inc., our former parent corporation, from September 1991 to November 1996.

     Asger Falstrup. Mr. Falstrup, age 53, has been our senior vice president and president, Ingram Micro Latin America since November 2001. He previously served as senior vice president and president, Ingram Micro Canada from January 2000 to December 2001, as vice president, Ingram Micro Northern Europe, from November 1996 to January 2000 and managing director, Denmark, from August 1994 to November 1996.

     Matthew A. Sauer. Mr. Sauer, age 55, has been our senior vice president of human resources since February 2003. He joined Ingram Micro in October 1996 as vice president of human resources and was promoted in September 1999 to corporate vice president of human resources strategies and processes.

     James F. Ricketts. Mr. Ricketts, age 56, is our corporate vice president and treasurer. He has held this position since April 1999. He previously served as vice president and treasurer from September 1996 to April 1999. Prior to his employment with Ingram Micro, Mr. Ricketts served as treasurer of Sundstrand Corporation, a manufacturer of aerospace and related technology products, from February 1992 to September 1996.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for “forward-looking statements” to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Except for historical information, certain statements contained in this Annual Report on Form 10-K may be “forward-looking statements” within the meaning of the Act, including but not limited to, management’s expectations for operating income improvements from our profit enhancement programs; competition; revenues, expenses and other operating results or ratios; economic conditions; liquidity; capital requirements; and exchange rate fluctuations. In evaluating our business, readers should carefully consider the important factors discussed in “Cautionary Statements for the Purpose of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995” included in Exhibit 99.01 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2002. We disclaim any duty to update any forward-looking statements. A summary of these factors is as follows:

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     We operate our global business in a continually changing environment that involves numerous risks and uncertainties. Future events that may not have been anticipated or discussed here could adversely affect our business, financial condition, results of operations or cash flows.

     Reference is made to Exhibit 99.01 hereto for additional discussion of the foregoing factors, as well as additional factors, which may affect our actual results and cause such results to differ materially from those expressed or implied in forward-looking statements. We also make available, free of charge through our website, www.ingrammicro.com, annual, quarterly, and current reports (and amendments thereto) as soon as reasonably practicable after our electronic filing with the Securities and Exchange Commission.

ITEM 2. PROPERTIES

     Our corporate headquarters is located in Santa Ana, California. We support our global operations through an extensive sales office and distribution network throughout North America, Europe, Latin America, and Asia-Pacific. As of December 28, 2002, we operated 49 distribution centers worldwide. Additionally, we serve markets where we do not have an in-country presence through various sales offices, including from Santa Ana, California; Buffalo, New York; Miami, Florida; Singapore; and certain countries in Europe.

     As of December 28, 2002, we leased substantially all our facilities on varying terms. We also own several facilities, the most significant of which are our office/distribution facilities in Santiago, Chile, Singapore, and Straubing, Germany. We do not anticipate any material difficulties with the renewal of any of our leases when they expire or in securing replacement facilities on commercially reasonable terms. We also own an undeveloped parcel of land in Santa Ana, California totaling approximately 16 acres, and have purchase options on approximately 60 acres in Millington, Tennessee.

     As previously described, we have begun a restructuring program, as a result of which we have closed and expect to continue to close some of our facilities, consolidating operations in other existing facilities. See “Item 1. BUSINESS — Business Strategy — Reduce Costs and Enhance Profitability through Continuous Business Process Improvements” above.

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ITEM 3. LEGAL PROCEEDINGS

     On July 14, 2000, we filed a complaint in Orange County, California Superior Court against The BigStore.com, a customer that had defaulted on over $3.2 million of debt owed to us, for breach of contract and nonpayment, and also against Robert McNulty and Frank Denny to collect on their individual guarantees of The BigStore’s debt to us. On July 31, 2000, we, along with two other creditors, filed an involuntary bankruptcy petition in the United States Bankruptcy Court in Santa Ana, California against The BigStore. In September 2000, The BigStore consented to the conversion of the involuntary bankruptcy to a Chapter 11 proceeding, and also filed a cross-complaint against us in the superior court action. The cross-complaint alleges claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, interference with contract, interference with prospective business advantage, unfair business practices, unfair competition, and misappropriation of trade secrets, and generally alleges that we had deliberately and wrongfully driven The BigStore out of business in order to benefit our other customers who competed with The BigStore. The cross-complaint prays for $50 million in compensatory damages in addition to punitive damages. McNulty and Denny have also filed their own cross-complaints against us that ask for unspecified damages and for rescission or cancellation of their guarantees of The BigStore’s debt.

     In October 2000 we removed the superior court action to Federal bankruptcy court. In December 2000 the bankruptcy judge ordered that our actions to collect on the McNulty and Denny guarantees, and the McNulty and Denny cross-complaints, be remanded to Orange County Superior Court, where they now reside, but retained jurisdiction over The BigStore cross-complaint. We have filed answers to the various cross-complaints, denying any liability. Motions for summary judgment by McNulty and Denny were denied. Our motions for summary judgment on their guarantees were heard by the state court on February 4, 2002 and denied. In the meantime, our motion for a writ of attachment against McNulty was granted in the amount of approximately $1.8 million. Our motion to strike McNulty and Denny’s demand for jury trial on their claims relating to the enforceability of the guarantees was granted in December 2002. No trial date is set for the superior court case. In the Summer and Fall 2002, we filed three partial summary judgment motions against The BigStore’s claims in the bankruptcy case. All of those motions were fully granted in our favor.

     As a result of an internal review by us of export shipments made from our United States distribution facilities during the period prior to 1998, we have determined that certain of these shipments and related documentation were not in compliance with U.S. export regulations. We have notified the appropriate federal government agencies pursuant to applicable voluntary self-disclosure procedures. The reported shipments consisted of modems and other telecommunications products and shrink-wrapped, commercial software readily available through normal retail outlets that contained encryption features then controlled under export regulations. These shipments had a total value of approximately $673,240. Violations of export laws and regulations are subject to both civil and criminal penalties, including in appropriate circumstances, suspension or loss of export privileges. Since our self-disclosure, a representative of the Department of Commerce has requested additional documents relating to our self-disclosure, which we provided in January 1999. The Department of Commerce has not communicated with us since then. We do not know what position the Department of Commerce will take upon further review of our self-disclosure. We are not able to estimate at this time the amount or nature of penalties, if any, that might be sought against us as a result of the reported violations; however, penalties to which we potentially may be subject could be material.

     There are various claims, lawsuits, and pending actions against Ingram Micro incidental to our operations. It is the opinion of management

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that the ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report, through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     As of February 22, 2003, there were 632 holders of record of the Class A Common Stock. We believe that there are approximately 35,000 beneficial holders of the Class A Common Stock.

     Information as to our quarterly stock prices is included on the inside back cover of our 2002 Annual Report to Shareowners, which is included as part of Exhibit 13.01 and is incorporated in this Annual Report on Form 10-K.

     Information as to the principal market on which the Class A Common Stock is traded is included on the inside back cover of our 2002 Annual Report to Shareowners, which is included as part of Exhibit 13.01 and is incorporated by reference in this Annual Report on Form 10-K.

     Dividend Policy. We have not declared nor paid any dividends on our Common Stock in the preceding two fiscal years. We currently intend to retain future earnings to finance the growth and development of our business and, therefore, do not anticipate declaring or paying cash dividends on our Common Stock for the foreseeable future. Any future decision to declare or pay dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deems relevant. In addition, certain of our debt facilities contain restrictions on the declaration and payment of dividends.

ITEM 6. SELECTED FINANCIAL DATA

     The selected financial information of Ingram Micro for the five year period ended December 28, 2002 is included on page 18 of our 2002 Annual Report to Shareowners, which is included as part of Exhibit 13.01 and is incorporated in this Annual Report on Form 10-K. It should be read in conjunction with the consolidated financial statements included on pages 36 through 63 of our 2002 Annual Report to Shareowners, which are also included as part of Exhibit 13.01 and incorporated in this Annual Report on Form 10-K and the financial statement schedule below in Item 15 of this Annual Report on Form 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     Management’s Discussion and Analysis of Financial Condition and Results of Operations is included on pages 19 through 35 of our 2002 Annual Report to Shareowners, which are also included as part of Exhibit 13.01 and are incorporated in this Annual Report on Form 10-K.

26

Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The required disclosure is included on page 34 of our 2002 Annual Report to Shareowners, which is also included as part of Exhibit 13.01 and incorporated in this Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Our consolidated financial statements are included on pages 36 through 63 of our 2002 Annual Report to Shareowners, which are also included as part of Exhibit 13.01 and incorporated in this Annual Report on Form 10-K. Reference is made to the Index to the Financial Statements in Item 15 below.

     A financial statement schedule for our business, and report thereon, are included on pages 33 and 34, respectively, of this Annual Report on Form 10-K. Reference is made to the Index to Financial Statements in Item 15 below.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     There have been no changes in our independent accountants or disagreements with such accountants on accounting principles or practices or financial statement disclosures.

PART III

     Information regarding executive officers required by Item 401 of Regulation S-K is furnished in a separate disclosure in Part I of this report because we will not furnish such information in our definitive Proxy Statement prepared in accordance with Schedule 14A.

     The Notice and Proxy Statement for the 2003 Annual Meeting of Shareowners, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which is incorporated by reference in this Annual Report on Form 10-K pursuant to General Instruction G(3) of Form 10-K, will provide the remaining information required under Part III (Items 10, 11, 12, and 13).

ITEM 14. CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of filing this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)), including our internal controls. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings relating to our business (including our consolidated subsidiaries).

     There were no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of the most recent evaluation.

27

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

     (a)  1. Financial Statements:

     The consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 20, 2003, all appearing on page 36 through 64 in the 2002 Annual Report to Shareowners, are incorporated in this Annual Report on Form 10-K.

     With the exception of the aforementioned information and the information incorporated in Items 5, 6, 7, 7A and 8, the 2002 Annual Report to Shareowners is not deemed filed as part of this Annual Report on Form 10-K.

     Pages 18 through 64 and the inside back cover page of the 2002 Annual Report to Shareowners of Ingram Micro Inc. include the Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and related notes thereto, the Independent Accountants’ Report, Shareholder Information and Quarterly Stock Prices. These pages are filed with the Securities and Exchange Commission as Exhibit 13.01 to this Annual Report on Form 10-K.

     2.     Financial Statement Schedules:

     Financial Statement Schedule II — Valuation and Qualifying Accounts.

28

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          3. List of Exhibits:

29

Table of Contents

30

Table of Contents

31

Table of Contents

     (b)  Reports on Form 8-K

     We filed a Current Report on Form 8-K:

32

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INGRAM MICRO INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

*Other includes recoveries, acquisitions, and the effect of fluctuation in foreign currency.

33

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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Ingram Micro Inc.

Our audits of the consolidated financial statements referred to in our report dated February 20, 2003, appearing in the 2002 Annual Report to Shareowners of Ingram Micro Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Los Angeles, California
February 20, 2003

34

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SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

35

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CERTIFICATIONS

I, Kent B. Foster, certify that:

36

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I, Thomas A. Madden, certify that:

37

Table of Contents

Exhibit Index

Table of Contents

Table of Contents

Table of Contents

                                                                   EXHIBIT 10.41

                                                                  EXECUTION COPY

                                 US $150,000,000

                                CREDIT AGREEMENT

                         dated as of December 13, 2002,

                                      among

                               INGRAM MICRO INC.,
                      as an Initial Borrower and Guarantor,

                    INGRAM EUROPEAN COORDINATION CENTER N.V.,
                             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

                  --------------------------------------------

                            FLEET NATIONAL BANK, AND
                          KEYBANK NATIONAL ASSOCIATION,
                   as Co-Documentation Agents for the Lenders,





                             [INGRAM MICRO GRAPHIC]





                               TABLE OF CONTENTS


                                                                                    
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..........................25
        SECTION 1.5       Calculations.....................................................26
        SECTION 1.6       Round Amounts....................................................26

ARTICLE II        COMMITMENTS, ETC.........................................................26

        SECTION 2.1       Commitments......................................................26
        SECTION 2.2       Reductions of the Commitment Amounts.............................27
        SECTION 2.3       Ineligible Currencies............................................27

ARTICLE III       PROCEDURES FOR CREDIT EXTENSIONS.........................................28

        SECTION 3.1       Borrowing Procedure for Revolving Loans..........................28
        SECTION 3.2       Letter of Credit Issuance Procedures.............................28

ARTICLE IV        PRINCIPAL, INTEREST, AND FEE PAYMENTS....................................32

        SECTION 4.1       Loan Accounts, Notes, Payments, and Prepayments..................32
        SECTION 4.2       Interest Provisions..............................................33
        SECTION 4.3       Fees.............................................................35
        SECTION 4.4       Rate and Fee Determinations......................................37

ARTICLE V         CERTAIN PAYMENT PROVISIONS...............................................37

        SECTION 5.1       Illegality; Currency Restrictions................................37
        SECTION 5.2       Deposits Unavailable.............................................38
        SECTION 5.3       Increased Credit Extension Costs, etc............................39
        SECTION 5.4       Funding Losses...................................................39
        SECTION 5.5       Increased Capital Costs..........................................40
        SECTION 5.6       Discretion of Lenders as to Manner of Funding....................40
        SECTION 5.7       Taxes............................................................41
        SECTION 5.8       Payments.........................................................43
        SECTION 5.9       Sharing of Payments..............................................44
        SECTION 5.10      Right of Set-off.................................................45
        SECTION 5.11      Judgments, Currencies, etc.......................................45
        SECTION 5.12      Replacement of Lenders...........................................45
        SECTION 5.13      Change of Lending Office.........................................46
        SECTION 5.14      European Monetary Union..........................................46

ARTICLE VI        CONDITIONS TO MAKING CREDIT EXTENSIONS AND ACCESSION OF ACCEDING
                  BORROWERS................................................................47

        SECTION 6.1       Initial Credit Extension.........................................47
        SECTION 6.2       All Credit Extensions............................................49
        SECTION 6.3       Acceding Borrowers...............................................50




                                      -i-



                               TABLE OF CONTENTS
                                  (continued)


                                                                                    
ARTICLE VII       REPRESENTATIONS AND WARRANTIES...........................................52

        SECTION 7.1       Organization, etc................................................52
        SECTION 7.2       Due Authorization, Non-Contravention, etc........................52
        SECTION 7.3       No Default.......................................................52
        SECTION 7.4       Government Approval, Regulation, etc.............................53
        SECTION 7.5       Validity, etc....................................................53
        SECTION 7.6       Financial Information............................................53
        SECTION 7.7       No Material Adverse Effect.......................................53
        SECTION 7.8       Litigation, Labor Controversies, etc.............................53
        SECTION 7.9       Subsidiaries.....................................................54
        SECTION 7.10      Ownership of Properties..........................................54
        SECTION 7.11      Taxes............................................................54
        SECTION 7.12      Pension and Welfare Plans........................................54
        SECTION 7.13      Environmental Warranties.........................................54
        SECTION 7.14      Outstanding Indebtedness.........................................55
        SECTION 7.15      Accuracy of Information..........................................55
        SECTION 7.16      Patents, Trademarks, etc.........................................56
        SECTION 7.17      Margin Stock.....................................................56

ARTICLE VIII      COVENANTS................................................................56

        SECTION 8.1       Affirmative Covenants............................................56
        SECTION 8.2       Negative Covenants...............................................61

ARTICLE IX        EVENTS OF DEFAULT........................................................68

        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..................................................71

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




                                      -ii-



                               TABLE OF CONTENTS
                                  (continued)


                                                                                    
        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     -      Disclosure Schedule
               -      Item 3.2.7
               -      Item 7.8
               -      Item 7.9
               -      Item 7.11
               -      Item 7.12
               -      Item 7.14
               -      Item 8.2.1(a)(ii)
               -      Item 8.2.2(a)

Schedule II    -      Mandatory Costs

Exhibit A      -      Revolving Note
Exhibit B      -      Borrowing Request
Exhibit C      -      Issuance Request
Exhibit D      -      Continuation Notice
Exhibit E      -      Compliance Certificate
Exhibit F      -      Effective Date Certificate
Exhibit G      -      Intra-Group Agreement
Exhibit H      -      Micro Guaranty
Exhibit I      -      Additional Guaranty
Exhibit J      -      Lender Assignment Agreement
Exhibit K      -      Opinion of the Senior Corporate Counsel of Micro
Exhibit L      -      Opinion of Special New York counsel to Micro
Exhibit M      -      Opinion of Special Belgian counsel to Coordination Center
Exhibit N      -      Accession Request and Acknowledgment





                                CREDIT AGREEMENT

        THIS CREDIT AGREEMENT is entered into as of December 13, 2002, among:

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

- -       INGRAM EUROPEAN COORDINATION CENTER N.V., a company organized and
        existing under the laws of The Kingdom of Belgium ("Coordination
        Center," and collectively with 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 Coordination Center as
Initial Borrowers, Commitments from all the Lenders for Credit Extensions to be
made prior to the Commitment Termination Date in an aggregate amount in any
Available Currency, not to exceed the Total 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 Coordination
Center; 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.

        "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 Amount of Additional Liens on that date does not
exceed 20% of Consolidated Tangible Net Worth on



                                      -2-


that date and (ii) the Borrowers are otherwise in compliance with Section
8.2.1(b)(i), and (b) Liens constituting Acquired Existing Debt and Liens 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
June 30, 2003, 1.75% per annum and (a) 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 the average of the Applicable Margins for such two Pricing Levels.



                                      -3-




===============================================================================================
      PRICING LEVEL             CREDIT RATING           LEVERAGE RATIO       APPLICABLE MARGIN
- -----------------------------------------------------------------------------------------------
                                                                    
Level I                     Higher than or equal    Less than 2.00                 1.25%
                            to BBB or Baa2
- -----------------------------------------------------------------------------------------------
Level II                    BBB- or Baa3            Greater than or equal          1.50%
                                                    to 2.00, but less than
                                                    2.50
- -----------------------------------------------------------------------------------------------
Level III                   BB+ or Ba1              Greater than or equal          1.75%
                                                    to 2.50, but less than
                                                    3.00
- -----------------------------------------------------------------------------------------------
Level IV                    BB or Ba2               Greater than or equal          2.25%
                                                    to 3.00, but less than
                                                    3.50
- -----------------------------------------------------------------------------------------------
Level V                     Lower than or equal     Greater than or equal          3.00%
                            to BB- or Ba3           to 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.

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.



                                      -4-


        "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 in effect without giving
effect to any further amendment, waiver, supplement, or modification except for
any such amendment, waiver, supplement, or modification that does not materially
alter the terms thereof (excluding from such exception however, any such
amendment, waiver, supplement, or modification that in any way expands the scope
of or materially affects the definition of "Family Stockholders" set forth
therein).

        "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.

        "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.

        "Business Improvement Program Charges" means, for any period, the
aggregate business improvement program charges recorded in accordance with GAAP
by Micro and its Consolidated Subsidiaries during such period with respect to
the comprehensive business improvement program described in the September 18,
2002 Press Release of Micro.



                                      -5-


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

        "Cash Business Improvement Program Charges" means Business Improvement
Program Charges that will require a corresponding cash expenditure.

        "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.

        "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) the amount of Cash Business Improvement Program Charges
recorded in accordance with GAAP during such period; provided that the
cumulative amount of Cash Business Improvement Program Charges added may not
exceed $50,000,000.

        "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.



                                      -6-


        "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 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.



                                      -7-


        "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 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.



                                      -8-


        "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.

        "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.

        "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.



                                      -9-


        "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 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




                                      -10-


        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.

        "Encumbered Trade Receivables" means, at any date, the face amount of
any item includable in "trade 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 that is subject to a Lien securing
any Indebtedness or otherwise arising in connection with a receivables
securitization program.

        "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.

        "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



                                      -11-


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.

        "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.

        "FASB" means the Financial Accounting Standards Board.

        "Fee Letter" means the letter agreement dated as of October 15, 2002,
between Scotia Capital, ABN AMRO, Micro and Coordination Center, relating to
certain fees to be paid in connection with this Agreement.

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

        "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.



                                      -12-


        "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.

        "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;



                                      -13-


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

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

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

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

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

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

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

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

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

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



                                      -14-


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

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

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

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

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

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

                        (v) Trade Payables.

        "Indemnified Liabilities" is defined in Section 11.4.

        "Indemnified Parties" is defined in Section 11.4.

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

        "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.

        "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



                                      -15-


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.

        "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.

        "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



                                      -16-


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.

        "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



                                      -17-


reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) specified under regulations issued from time to
time by the F.R.S. Board and then applicable to assets or liabilities consisting
of and including Eurocurrency Liabilities having a term approximately equal or
comparable to such Interest Period.

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

        "Loan Document" means this Agreement, each 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



                                      -18-


capital stock occurring subsequent to the end of such Fiscal Period and before
any such purchase or acquisition, but (b) does not mean a purchase or
acquisition of property or assets of the character described in and permitted
under Section 8.2.9(c) or 8.2.9(d).

        "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

                        (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.



                                      -19-


        "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. Section
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.

        "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



                                      -20-


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 any sale, assignment or transfer made pursuant to
Section 11.11.1, or (b) any Transferee Lender, effective upon the occurrence of
the relevant purchase by, or assignment to, such Transferee Lender, the portion
of the Percentage of the selling, assigning or transferring Lender allocated to
such Transferee Lender.

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

        "Plan" means any Pension Plan or Welfare Plan.

        "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,



                                      -21-


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):

                (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 Section 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 at least 66-2/3%
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 at least
66-2/3% 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



                                      -22-


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.

        "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.

        "Senior Consolidated Funded Debt" means, as of any date of
determination, the total of all Consolidated Funded Debt of Micro and its
Consolidated Subsidiaries outstanding on such date that ranks pari passu with
the Obligations.

        "Senior Leverage Ratio" means the ratio of (a) Senior 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.

        "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.

        "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



                                      -23-


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, $150,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

        "Total Indebtedness of Subsidiaries" means, at any date, the aggregate
of all Indebtedness on such date of all the Subsidiaries of Micro, without
duplication and after eliminating all offsetting debits and credits between each
of such Subsidiaries or between such a Subsidiary and Micro and all other items
required to be eliminated in accordance with GAAP, excluding (a) all
Indebtedness of any Consolidated Subsidiary of Micro outstanding on the
Effective Date, or incurred pursuant to any commitment or line of credit in its
favor in effect on Effective Date, 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.

        "Unencumbered Trade Receivables" means, at any date, the face amount of
any item includable in "trade 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 minus Encumbered Trade Receivables at
such date.



                                      -24-


        "United Kingdom" means The United Kingdom of Great Britain and Northern
Ireland.

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

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

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

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

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

        SECTION 1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS.

                (a) Unless otherwise specified, all accounting terms used herein
        or in any other Loan Document shall be interpreted, and all accounting
        determinations and computations hereunder or thereunder (including under
        Section 8.2.3) shall be made, in accordance with those U.S. generally
        accepted accounting principles ("GAAP") as applied in the preparation of
        the financial statements of Micro and its Consolidated Subsidiaries
        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.



                                      -25-


                (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.

        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:



                                      -26-


                        (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:

                (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 is 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



                                      -27-


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.

                                   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 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



                                      -28-


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 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



                                      -29-


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 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



                                      -30-


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 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



                                      -31-


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
letters of credit disclosed in Item 3.2.7 (Existing Letters of Credit) of the
Disclosure Schedule and outstanding under the $50,000,000 uncommitted standby
letter of credit line dated as of October 19, 2001, and as amended as of July
30, 2002 between Micro, certain of its Subsidiaries and Scotia Capital shall
automatically and without any action on the part of any Person, become Letters
of Credit hereunder issued for the account of Micro as the relevant Borrower.

                                   ARTICLE IV

                      PRINCIPAL, INTEREST, AND FEE PAYMENTS

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



                                       32



                        (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.

        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.,



                                      -33-


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.

        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



                                      -34-


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.

        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. Coordination Center and Micro, 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 June 30, 2003, a commitment fee to
each Lender on the unused portion of its Credit Commitment Amount on such day at
a rate of 0.75% 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.



                                      -35-


                (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
        the average of the commitment fees for such two Pricing Levels.




=============================================================================================================
PRICING LEVEL            CREDIT RATING                       LEVERAGE RATIO                   COMMITMENT FEE
- -------------------------------------------------------------------------------------------------------------
                                                                                     
Level I            Higher than or equal to BBB     Less than 2.00                                 0.500%
                   or Baa2
- -------------------------------------------------------------------------------------------------------------
Level II           BBB- or Baa3                    Greater than or equal to 2.00, but less        0.625%
                                                   than 2.50
- -------------------------------------------------------------------------------------------------------------
Level III          BB+ or Ba1                      Greater than or equal to 2.50, but less        0.750%
                                                   than 3.00
- -------------------------------------------------------------------------------------------------------------
Level IV           BB or Ba2                       Greater than or equal to 3.00, but less        1.000%
                                                   than 3.50
- -------------------------------------------------------------------------------------------------------------
Level V            Lower than or equal to BB- or   Greater than or equal to 3.50                  1.350%
                   Ba3
=============================================================================================================


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

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.



                                      -36-


        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 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



                                      -37-


        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.

                (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.



                                      -38-


                (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.

        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



                                      -39-


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 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



                                      -40-


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 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.



                                      -41-


                (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 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



                                      -42-


                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 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 Micro or
        Coordination Center or 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



                                      -43-


        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.

        SECTION 5.9 SHARING OF PAYMENTS.

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



                                      -44-


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

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

        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



                                      -45-


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.

                (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,



                                      -46-


        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, 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 and in addition, in respect of
        Coordination Center, (i) resolutions 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 of Brussels;

                (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 (including, without
        limitation, with respect to Micro, any amendments, modifications, or
        supplements to the Board Representation Agreement since May 30, 2002;

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.



                                      -47-


        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 2001 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 three Fiscal Periods of the
        2002 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.

        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.



                                      -48-


        SECTION 6.1.9 TERMINATION OF UNCOMMITTED LC FACILITY. The Administrative
Agent shall have received evidence that the $50,000,000 uncommitted standby
letter of credit line dated as of October 19, 2001, as amended as of July 30,
2002 between Micro, certain of its Subsidiaries and Scotia Capital 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 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



                                      -49-


                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 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 Aceeding Borrower incorporated under the
        laws of Belgium, 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;



                                      -50-


                (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.

        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.



                                      -51-


                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

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

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

        SECTION 7.2 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by each Obligor of this Agreement and each other Loan
Document executed or to be executed by it are within such Obligor's corporate
powers, have been duly authorized by all necessary corporate action, and do not:

                (a) contravene such Obligor's Organic Documents;

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

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

Micro and each of its Subsidiaries is, and after giving effect to any Borrowing
or issuance of any Letter of Credit under this Agreement will be, in compliance
with the limits described in the resolutions of Micro's board of directors
delivered pursuant to Section 6.3.1.

        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




                                      -52-


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 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 December 31, 2001, 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.



                                      -53-


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

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

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

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

        SECTION 7.13 ENVIRONMENTAL WARRANTIES.

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



                                      -54-


        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 September 28, 2002, 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).

        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



                                      -55-


        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 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




                                      -56-


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;

                (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



                                      -57-


        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;

                (j) as soon as available, and in any event by March 1 of each
        Fiscal Year (commencing with Fiscal Year 2003), a copy of Micro's
        business and financial plan for Micro and its Subsidiaries for such
        Fiscal Year, which shall in any event include (i) on a quarterly basis
        projected balance sheets and income statements and (ii) a description of
        the material assumptions used in preparing such plan, together with
        projected cash flows for each such period; and

                (k) 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)
        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



                                      -58-


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

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

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

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



                                      -59-


        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 USE OF PROCEEDS. Each Borrower shall apply the proceeds of
each Credit Extension in accordance with the last recital of this Agreement and
shall not use directly any such proceeds to repay the 9.875% Senior Subordinated
Notes due 2008 issued by Micro or any other issuance of Indebtedness issued by
Micro or any of its Subsidiaries which, by its terms, is subordinate in right of
payment to the Obligations.

        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; 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)



                                      -60-


        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 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 September 28, 2002, or
                incurred pursuant to commitments or lines of credit in effect as
                of September 28, 2002, (or



                                      -61-


                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 20% of Consolidated Tangible Net
        Worth, 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 September 28, 2002, and identified in
        Item 8.2.2(a) (Existing Liens) of the Disclosure Schedule and Liens
        resulting from the extension, renewal or replacement of any such Liens
        in respect of the same property theretofore subject to such Lien;
        provided that (i) no property shall become subject to such extended,
        renewed or replacement Lien that was not subject to the Lien extended,
        renewed or replaced, (ii) the aggregate principal amount of Indebtedness
        secured by any such extended, renewed or replacement Lien shall not be
        increased by such extension, renewal or replacement, (iii) the
        Indebtedness secured by such Lien shall be incurred in compliance with
        the applicable terms hereof, including Section 8.2.3, and (iv) both
        immediately before and after giving effect thereto, no Default shall
        exist;

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

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

                (d) Liens incurred in the ordinary course of business in
        connection with 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;



                                      -62-


                (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 $80,000,000, 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; 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



                                      -63-


        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) (i) the Senior Leverage Ratio to exceed 3.50 to 1.0; and
        (ii) 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; or

                (c) the Consolidated Tangible Net Worth at the end of any Fiscal
        Period to be less than the sum of (i) 80% of Consolidated Tangible Net
        Worth at the end of the Fiscal Year ended nearest to December 31, 2001,
        plus (ii) 75% of Consolidated Net Income (without taking into account
        any losses incurred in any Fiscal Year) for each Fiscal Year (or portion
        thereof) ended thereafter that ends on or before the last day of the
        Fiscal Period in question plus (iii) 75% of the net proceeds of all
        Equity Issuances for each Fiscal Year (or portion thereof) ended
        thereafter that ends on or before the last day of the Fiscal Period in
        question.

        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 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) make Restricted Payments in
        an aggregate amount in any calendar year that do not exceed 50% of the
        sum of (A) positive Consolidated Net Income for the immediately
        preceding Fiscal Year plus (B) all cumulative effect of changes in
        accounting principles and all non-cash charges related to employee
        related stock-based plans in each case deducted in determining
        Consolidated Net Income for the immediately preceding Fiscal Year, and
        (ii) redeem, purchase or acquire, without regard to the foregoing
        limitation in clause (i) above, (A) any of its capital stock up to a
        maximum aggregate amount of $75,000,000 during the term of this
        Agreement and (B) any of its Indebtedness that is convertible into its
        securities (and any



                                      -64-


        such redemption, purchase or acquisition shall be excluded in
        determining Micro's ability to make Restricted Payments pursuant to
        clause (i) above), 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 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.



                                      -65-


        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, 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



                                      -66-


        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.

                (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 55%. Micro will not permit the ratio as at the end of any Fiscal
Quarter of (i) Unencumbered Trade Receivables to (ii) the total Outstanding
Credit Extensions of all Lenders to be less than 4.00 to 1.0.

        SECTION 8.2.9 SALE OF ASSETS. Except as provided in Section 8.2.5, no
Obligor will (and no Obligor will permit any of its Subsidiaries to) Dispose of
any property or assets other than in the ordinary course of business, except
that:

                (a) Micro or any Subsidiary of Micro may Dispose of any of its
        assets so long as the proceeds thereof are either (i) utilized to repay
        or prepay (in accordance with the provisions of Article IV) Revolving
        Loans (provided that in the event the amount of such proceeds shall
        exceed the aggregate principal amount of all Revolving Loans outstanding
        hereunder at such time, such excess proceeds may be utilized to repay or
        prepay (in accordance with the provisions hereof) other loans
        outstanding at such time) or (ii) so long as no Event of Default has
        occurred and is continuing or would occur after giving effect thereto,
        reinvested in one or more of the businesses in which Micro or any of its
        Subsidiaries is principally engaged in accordance with Section 8.2.10;

                (b) Micro or any Subsidiary of Micro may Dispose of assets which
        are worn out, obsolete or surplus or otherwise have no further useful
        life to Micro or any of its Subsidiaries;



                                      -67-


                (c) so long as no Event of Default has occurred and is
        continuing or would occur after giving effect thereto, Micro and any
        Subsidiary of Micro may Dispose of assets in transactions exclusively
        among Micro and any of its Subsidiaries or among Subsidiaries of Micro
        that satisfy the requirements of Section 8.2.6; and

                (d) subject to Section 8.2.8, any Borrower may (and may permit
        any of its Subsidiaries to) sell, assign, grant a Lien in, or otherwise
        transfer any interest in its Trade Accounts Receivable and related
        property such as proceeds and records.

For purposes of this Section 8.2.9 "Dispose" means sell, lease, transfer, or
otherwise dispose of property but shall not include any public taking or
condemnation, and "Disposition" has a corresponding meaning to Dispose. Such
terms shall not include an exchange of assets if the assets involved in such
exchange are similar in function and after giving effect to such exchange there
has not been (i) a Material Adverse Effect, (ii) any material deterioration of
cash flow generation from or in connection with such assets, or (iii) any
material deterioration in the overall quality of plant, property, and equipment
of any Obligor. An "exchange" shall be deemed to have occurred for purposes
hereof if each of the transactions involved shall have been consummated within a
six month period.

        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.

        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



                                      -68-


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) $35,000,000
(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 $80,000,000,
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.

        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,



                                      -69-


        any such Obligor or any such member could be required to make a
        contribution in excess of $60,000,000 (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 $60,000,000 (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;

                (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



                                      -70-


        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) $35,000,000 (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 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



                                      -71-


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 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



                                      -72-


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:

                (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



                                      -73-


                (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:

                (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;



                                      -74-


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



                                      -75-


Coordination Center and Micro, 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.
Coordination Center and Micro, 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 Coordination Center and Micro, 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;

                (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



                                      -76-


                (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 Micro, Coordination Center, the
Agents, and each Lender or (ii) facsimile, telegraphic, or other written
confirmation (in form and substance satisfactory to the Administrative Agent,
who may rely upon the advice of its special counsel in making that
determination) of such execution and (b) so notified the Borrowers and the
Lenders; provided that no Lender shall have any obligation to make the initial
Credit Extension until the date (the "Effective Date") that the applicable
conditions set forth in Sections 6.1 and 6.2 have been satisfied as provided
herein. The Effective Date must occur on or before 5:00 p.m., New York City
time, on December 30, 2002. 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.




                                      -77-


        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
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.



                                      -78-


        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.

                (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



                                      -79-


        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;

                (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



                                      -80-


        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 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




                                      -81-


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 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, 8.2.6, and
        8.2.9, and that no Default existed, exists, or will exist, as the case
        may be, immediately before, as a result of, or after giving effect to
        such transaction or transactions and the release or termination, as the
        case may be, described below), the Guarantor or Acceding Borrower, as
        the case may be, identified in such certificate will no longer be a
        Subsidiary of Micro, and (ii) in the case of a Acceding Borrower, the
        appropriate Lender Parties have received payment in full of all
        principal of, interest on, reimbursement obligation in respect of, and
        fees related to any Outstanding Credit Extensions made by any of them in
        favor of such Acceding Borrower, then such 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



                                      -82-


        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.

               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.



                                      -83-


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


INGRAM MICRO INC., as an Initial         INGRAM EUROPEAN COORDINATION
Borrower and a Guarantor                 CENTER N.V., as an Initial Borrower


By /s/ James F. Ricketts                 By /s/ Gregg Spierkel
  ---------------------------------        -------------------------------------
  Name:  James F. Ricketts                 Name:  Gregg Spierkel
  Title: Corporate Vice President          Title: Director/Proxyholder
         and Treasurer

ADDRESS:       1600 E. St. Andrew Place  ADDRESS:       Luchthavenlaan 25A
               Santa Ana, CA 92705                      Vilvoorde, Belgium 1800

FACSIMILE NO.: 714-566-9447              FACSIMILE NO.: 011-32-2-254-9612

ATTENTION:     James F. Ricketts         ATTENTION:     Karel Everaet



                       One of Several Signature Pages to
                                Credit Agreement



                                      -84-


        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.: (404) 888-8998

                                        ATTENTION:  Hilma Gabbidon

                                        ADDRESS FOR PAYMENT OF FEES:
                                        600 Peach Street, N.E., Suite 2700
                                        Atlanta, Georgia 30308

                                        FACSIMILE NO.: (404) 888-8998

                                        ATTENTION:  Hilma Gabbidon



                       One of Several Signature Pages to
                                Credit Agreement



                                      -85-


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

                                        ABN AMRO BANK N.V.,
                                        as the Syndication Agent


                                        By /s/ Maria Vickroy-Peralta
                                          --------------------------------------
                                          Name:  Maria Vickroy-Peralta
                                          Title: Senior Vice President and Head


                                        By /s/ Peter Hsu
                                          --------------------------------------
                                          Name:  Peter Hsu
                                          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
        ----------        --------------
                                      
        23.3333%          $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.: (011) 44-20-76-38-8488    FACSIMILE NO.: (404) 877-1558

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.: (415) 397-0791            FACSIMILE NO.: (404) 877-1558

ATTENTION:  Kemp Leonard                 ATTENTION:  Hilma Gabbidon



                       One of Several Signature Pages to
                                Credit Agreement


                                      -87-



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



                              INITIAL
                            COMMITMENT
        PERCENTAGE            AMOUNT
        ----------        --------------
                                      
        23.3333%          $35,000,000.00    ABN AMRO BANK N.V., as a Lender



                                        By /s/ Maria Vickroy-Peralta
                                          --------------------------------------
                                          Name:  Maria Vickroy-Peralta
                                          Title: Senior Vice President and Head


                                        By /s/ Peter Hsu
                                          --------------------------------------
                                          Name:  Peter Hsu
                                          Title: Vice President

LENDING OFFICE FOR OTHER LOANS:         ADDRESS FOR NOTICES:
Regentlaan 53, B 1000 Brussels          Regentlaan 53, B 1000 Brussels

FACSIMILE NO.: 32-2-546-0402            FACSIMILE NO.: 32-2-546-0402
TELEPHONE NO.: 32-2-546-0346            TELEPHONE NO.: 32-2-546-0579
ATTENTION: Geert De Greef               ATTENTION: Nathalie Dumont

                                        with a copy to:

                                        ABN AMRO Bank, N.V.
                                        101 California Street, Suite 4500
                                        San Francisco, CA 94111
                                        Attention: Mathew Harvey
                                        Telephone: 415-984-3733
                                        Fax: 415-362-3524

LENDING OFFICE FOR LOANS TO MICRO:      ADDRESS FOR PAYMENT OF FEES:
ABN AMRO Bank, N.V.                     Regentlaan 53, B 1000 Brussels
208 South LaSalle, Suite 1500
Chicago, IL 60604-1003
FACSIMILE NO.: (312) 992-5157           FACSIMILE NO.: 32-2-546-0402
TELEPHONE NO.: (312) 992-5166           TELEPHONE NO.: 32-2-546-0346
ATTENTION: Jeannette Rodriguez          ATTENTION: Geert De Greef



                       One of Several Signature Pages to
                                Credit Agreement



                                      -88-


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



                              INITIAL
                            COMMITMENT
        PERCENTAGE            AMOUNT
        ----------        --------------
                                      
        16.6666%          $25,000,000.00    FLEET NATIONAL BANK, as a Lender


                                        By /s/ Kevin C. Scheipe
                                          --------------------------------------
                                          Name:  Kevin C. Scheipe
                                          Title: Vice President

LENDING OFFICE FOR OTHER LOANS:         ADDRESS FOR NOTICES:
100 Federal Street                      100 Federal Street
Boston, Massachusetts 02110             Boston, Massachusetts 02110
FACSIMILE NO.: (617) 434-1709           FACSIMILE NO.: (650) 853-1425

ATTENTION:  Angela Moore                ATTENTION:  K.C. Scheipe


LENDING OFFICE FOR LOANS TO MICRO:      ADDRESS FOR PAYMENT OF FEES:
100 Federal Street                      100 Federal Street
Boston, Massachusetts 02110             Boston, Massachusetts 02110
FACSIMILE NO.: (617) 434-1709           FACSIMILE NO.: (617) 434-1709

ATTENTION:  Angela Moore                ATTENTION:  Angela Moore



                       One of Several Signature Pages to
                                Credit Agreement



                                      -89-


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



                              INITIAL
                            COMMITMENT
        PERCENTAGE            AMOUNT
        ----------        --------------
                                      
        16.6666%          $25,000,000.00    KEY CORPORATE CAPITAL, INC., as a Lender


                                     By /s/ Julien Michaels
                                       -----------------------------------------
                                       Name:  Julien Michaels
                                       Title: Vice President


LENDING OFFICE FOR OTHER LOANS:       ADDRESS FOR NOTICES FOR DOLLAR-DENOMINATED
                                      REVOLVING LOANS:
431 East Parkcenter Boulevard         431 East Parkcenter Boulevard
Boise, Idaho 83706                    Boise, Idaho 83706
FACSIMILE NO.: (800) 297-5495         FACSIMILE NO.: (800) 297-5495

ATTENTION:  Specialty Services Team   ATTENTION:  Specialty Services Team

                                      ADDRESS FOR NOTICES FOR NON
                                      DOLLAR-DENOMINATED REVOLVING LOANS:
                                      KeyBank National Association
                                      OH-01-27-0417
                                      127 Public Square
                                      Cleveland, Ohio 44114
                                      FACSIMILE NO.: (216) 689-0255

                                      ATTENTION:  Beth Ballard, Foreign Exchange
                                      Dept.

LENDING OFFICE FOR LOANS TO MICRO:    ADDRESS FOR PAYMENT OF FEES:
431 East Parkcenter Boulevard         431 East Parkcenter Boulevard
Boise, Idaho 83706                    Boise, Idaho 83706
FACSIMILE NO.: (800) 297-5495         FACSIMILE NO.: (800) 297-5495

ATTENTION:  Specialty Services Team   ATTENTION:  Specialty Services Team




                       One of Several Signature Pages to
                                Credit Agreement



                                      -90-


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



                              INITIAL
                            COMMITMENT
        PERCENTAGE            AMOUNT
        ----------        --------------
                                      
        10.0000%          $15,000,000.00    MORGAN STANLEY BANK, as a Lender



                                        By /s/ Jaap L. Tonckens
                                          --------------------------------------
                                          Name:  Jaap L. Tonckens
                                          Title: Vice President


LENDING OFFICE FOR OTHER LOANS:         ADDRESS FOR NOTICES:
1633 Broadway -- 25th Floor             1633 Broadway -- 25th Floor
New York, NY 10019                      New York, NY 10019
FACSIMILE NO.: (212) 537-1867           FACSIMILE NO.: (212) 537-1867

ATTENTION:  Larry Benison               ATTENTION:  Larry Benison

LENDING OFFICE FOR LOANS TO MICRO:      ADDRESS FOR PAYMENT OF FEES:
1633 Broadway -- 25th Floor             1633 Broadway -- 25th Floor
New York, NY 10019                      New York, NY 10019
FACSIMILE NO.: (212) 537-1867           FACSIMILE NO.: (212) 537-1867

ATTENTION:  Larry Benison               ATTENTION:  Larry Benison


                       One of Several Signature Pages to
                                Credit Agreement



                                      -91-


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



                              INITIAL
                            COMMITMENT
        PERCENTAGE            AMOUNT
        ----------        --------------
                                      
        10.0000%          $15,000,000.00    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.: (323) 724-6198             FACSIMILE NO.: (949) 553-7122

ATTENTION: Shirley Davis,                 ATTENTION:  James Heim
           Note Operations

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.: (323) 724-6198             FACSIMILE NO.: (323) 724-6198

ATTENTION: Shirley Davis,                 ATTENTION:  Shirley Davis,
           Note Operations                            Note Operations



                       One of Several Signature Pages to
                                Credit Agreement



                                      -92-

                                                                   EXHIBIT 10.42


                                            February 21, 2003




To each of the Lenders
     under the Credit Agreement
     referred to herein

c/o The Bank of Nova Scotia,
     as Administrative Agent
One Liberty Plaza, 25th Floor
New York, NY 10006

Ladies and Gentlemen:

        Reference is made to the Credit Agreement dated as of December 13, 2002
(the "CREDIT AGREEMENT"), among Ingram Micro Inc. ("MICRO") and Ingram Micro
Coordination Center BVBA (formerly known as Ingram European Coordination Center
N.V.) ("COORDINATION CENTER" and, together with Micro, the "INITIAL BORROWERS"),
the various financial institutions as are, or may from time to time become,
parties thereto (collectively, the "LENDERS") and The Bank of Nova Scotia as the
Administrative Agent for the Lenders and ABN AMRO Bank N.V. as the Syndication
Agent for the Lenders. Capitalized terms used herein without definition have the
meanings given in the Credit Agreement.

        The Initial Borrowers hereby request that the Lenders agree to amend the
definition of "ADDITIONAL PERMITTED LIENS" in Section 1.1 of the Credit
Agreement by:

        (i) restating subclause (a)(i) therein in its entirety to read as
follows: "(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 20% of Consolidated
Tangible Net Worth on that date" and

        (ii) adding a new clause (c) at the end thereof reading as follows: "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 20% of Consolidated Tangible Net Worth on that date."

        By its execution in the place provided below, each Lender agrees that
the Credit Agreement shall be amended as stated in the preceding paragraph. This
letter agreement and the amendments to the Credit Agreement made hereby shall
become effective as of the date hereof when the Administrative Agent shall have
received from Lenders constituting the Required Lenders a counterpart hereof
signed by each such party or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to "this Agreement"
and each other similar reference contained in the Credit Agreement shall, after
this letter agreement becomes effective, refer to the Credit Agreement as
amended hereby.

        This letter agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This letter agreement shall be
governed by and construed in accordance with the laws of the State of New York.

                [Remainder of this page intentionally left blank]




                                            Very truly yours,

                                            INGRAM MICRO INC


                                            By /s/ James F. Ricketts
                                               ---------------------------------
                                               Name:  James F. Ricketts
                                               Title: Vice President and
                                                      Treasurer

                                            INGRAM MICRO COORDINATION CENTER
                                            BVBA (formerly known as INGRAM
                                            EUROPEAN COORDINATION CENTER N.V.)

                                            By /s/ Karel Everaet
                                               ---------------------------------
                                               Name:  Karel Everaet
                                               Title: Managing Director

Agreed to and Accepted as of the
date first written above:

THE BANK OF NOVA SCOTIA


By /s/ Chris Johnson
   ---------------------------------
   Name:  Chris Johnson
   Title: Managing Director


ABN AMRO BANK N.V.


By /s/ Peter Hsu
   ---------------------------------
   Name:  Peter Hsu
   Title: Vice President


By /s/ Maria Vickroy-Peralta
   ---------------------------------
   Name:  Maria Vickroy-Peralta
   Title: Executive Director



FLEET NATIONAL BANK


By /s/ Joan Kickhaefer
   ---------------------------------
   Name:  Joan Kickhaefer
   Title: Managing Director


KEY CORPORATE CAPITAL, INC.


By /s/ Robert W. Boswell
   ---------------------------------
   Name:  Robert W. Boswell
   Title: Vice President


MORGAN STANLEY BANK


By /s/ Jaap L. Tonckens
   ---------------------------------
   Name:  Jaap L. Tonckens
   Title: Vice President


UNION BANK OF CALIFORNIA, N.A.


By /s/ James Heim
   ---------------------------------
   Name:  James Heim
   Title: Vice President

                                                                   EXHIBIT 10.44


                                AMENDMENT NO. 1

                          Dated as of February 10, 2003

                                       to

                            SERIES 2000-1 SUPPLEMENT

                            Dated as of March 8, 2000

               THIS AMENDMENT NO. 1 (this "Amendment") is entered into as of
February 10, 2003 by and among INGRAM FUNDING INC., as the "Company", INGRAM
MICRO INC., as "Master Servicer", REDWOOD RECEIVABLES CORPORATION, as the sole
"Purchaser", JPMORGAN CHASE BANK, as "Trustee" and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as "Agent" and as sole Liquidity Bank.
Capitalized terms used in this Amendment which are not otherwise defined herein
shall have the meanings given such terms in the Supplement referred to below.

                                    RECITALS:

               WHEREAS, the Company, the Master Servicer, the Purchaser, the
Trustee, the Agent and the Liquidity Bank are parties to a Series 2000-1
Supplement dated as of March 8, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the "Supplement");

               WHEREAS, the Company, the Master Servicer, the Purchaser, the
Trustee, the Agent and the Liquidity Bank have agreed to amend the Supplement on
the terms and conditions set forth herein;

               NOW, THEREFORE, in consideration of the premises set forth above,
the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Master Servicer, the Purchaser, the Trustee, the Agent and the
Liquidity Bank hereby agree as follows:

               1. Amendment to Section. Effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, clause (iii) of Section 5.01(p) is hereby deleted in its entirety and
replaced with the following:

                             "(iii) the  Receivable  Collection  Turnover  as of
               the last day of any  Settlement  Period  shall be greater than 36
               days;"

               2. Conditions of Effectiveness of this Amendment. This Amendment
shall become effective as of the date hereof (the "Effective Date") when, and
only when, the Agent



and the Trustee shall each have received counterparts of this Amendment duly
executed by each of the parties hereto and the Rating Agency Condition shall
have been satisfied.

        3. Representations and Warranties.

        3.1 Upon the effectiveness of this Amendment, the Company and the Master
Servicer each (a) hereby reaffirms in all material respects all covenants,
representations and warranties made by it in the Supplement and each other
Transaction Document to the extent the same are not amended hereby and except to
the extent the same expressly relates solely to an earlier date, (b) agrees that
all such covenants, representations and warranties shall be deemed to have been
re-made as of the Effective Date of this Amendment and (c) represents and
warrants that, as of the Effective Date of this Amendment and after giving
effect hereto, no Early Amortization Event or Servicer Default has occurred and
is continuing.

        3.2 The Company and the Master Servicer each hereby represent and
warrant that this Amendment and the Supplement, as amended hereby, constitute
legal, valid and binding obligations of such Person (to the extent a party
thereto) and are enforceable against such Person in accordance with their
respective terms.

        4. Reference to and Effect on Transaction Documents.

        4.1 Upon the effectiveness of this Amendment pursuant to Section 2
hereof, on and after the Effective Date, each reference to the Supplement in any
of the Transaction Documents shall mean and be a reference to the Supplement, as
amended hereby.

        4.2 Except as specifically set forth above, the Supplement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

        4.3 The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Purchaser, the Trustee, the Agent or the Liquidity Bank,
nor constitute a waiver of any provision of any of the Transaction Documents, or
any other documents, instruments and agreements executed and/or delivered in
connection therewith.

        5. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

        6. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

        7. Entire Agreement. This Amendment, taken together with the Supplement
and all of the other Transaction Documents, embodies the entire agreement and
understanding of


                                       2


the parties hereto and supersedes all prior agreements and understandings,
written and oral, relating to the subject matter hereof.

        8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).

        9. No Course of Dealing. The Purchaser, the Agent, the Trustee and the
Liquidity Bank have entered into this Amendment on the express understanding
with the Company and the Master Servicer that in entering into this Amendment
the Purchaser, the Agent, the Trustee and the Liquidity Bank are not
establishing any course of dealing with the Company or the Master Servicer. The
rights of the Purchaser, the Agent, the Trustee and the Liquidity Bank to
require strict performance with all the terms and conditions of the Supplement
as amended by this Amendment and the other Transaction Documents shall not in
any way be impaired by the execution of this Amendment. None of the Purchaser,
the Agent, the Trustee or the Liquidity Bank shall be obligated in any manner to
execute any further amendments or waivers, and if such waivers or amendments are
requested in the future, assuming the terms and conditions thereof are
acceptable to them, the Purchaser, the Agent, the Trustee or the Liquidity Bank
may require the payment of fees in connection therewith.


                                       3


               IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed
as of the day and year first above written.

                                            INGRAM FUNDING INC.



                                            By: /s/ James F. Ricketts
                                                --------------------------------
                                                Name:  James F. Ricketts
                                                Title: Treasurer


                                            INGRAM MICRO INC., as Master
                                             Servicer


                                            By: /s/ James F. Ricketts
                                                --------------------------------
                                                Name:  James F. Ricketts
                                                Title: Corporate Vice President
                                                       & Treasurer


                                            JPMORGAN CHASE BANK, not in its
                                             individual capacity but solely as
                                             Trustee


                                            By: /s/ Jennifer H. McCourt
                                                --------------------------------
                                                Name:  Jennifer H. McCourt
                                                Title: Vice President


                                            GENERAL ELECTRIC CAPITAL
                                             CORPORATION, as Agent


                                            By: /s/ Brian P. Schwinn
                                                --------------------------------
                                                Name:  Brian P. Schwinn
                                                Title: Duly Authorized Signatory


                                       4


                                            REDWOOD RECEIVABLES CORPORATION, as
                                             the sole Purchaser


                                            By: /s/ Brian P. Schwinn
                                                --------------------------------
                                                Name:  Brian P. Schwinn
                                                Title: Assistant Secretary


                                            GENERAL ELECTRIC CAPITAL
                                             CORPORATION, as sole Liquidity
                                             Bank


                                            By: /s/ Brian P. Schwinn
                                                --------------------------------
                                                Name:  Brian P. Schwinn
                                                Title: Duly Authorized Signatory


                                       5


Consented to this 7th day of
February, 2003


AMBAC ASSURANCE CORPORATION


By: /s/ Jennifer J. Baratta
    -----------------------------
Name:  Jennifer J. Baratta
Title: Vice President


                       Signature Page to Amendment No. 1
                          to Series 2000-1 Supplement

                                                                   EXHIBIT 10.45


                                INGRAM MICRO INC.
                          2001 EXECUTIVE RETENTION PLAN

                                 AWARD AGREEMENT

        This Award Agreement sets forth the terms and conditions of an Award
granted pursuant to the Ingram Micro Inc. 2001 Executive Retention Plan (the
"Plan") to Henri T. Koppen ("Participant"). Capitalized terms not otherwise
defined in this Award Agreement shall have the meanings provided in the Plan.

        SECTION 1. DATE OF AWARD. The date of the Award is April 10, 2001.

        SECTION 2. REQUIRED PERFORMANCE.

        (a) In the event that Participant is employed by Ingram or one of its
Affiliates on March 1, 2006, and has been continuously employed by Ingram and or
one or more of its Affiliates throughout such period, Participant shall be
entitled to a lump sum cash retention payment in the amount specified in Section
3 below.

        (b) Participant shall not be entitled to receive any payment under this
Award Agreement if his employment with Ingram and its Affiliates terminates at
any time prior to March 1, 2006 as a result of Participant's resignation for any
reason other than his Disability.

        (c) Participant shall not be entitled to receive any payment under this
Award Agreement if his employment with Ingram or any of its Affiliates is
terminated by Ingram or any of its Affiliates at any time prior to March 1, 2006
for: (1) Cause, or (2) Participant's refusal to accept a transfer of his
principal office location to Ingram's then corporate headquarters or any of its
then regional headquarters.

        (d) Unless payment is precluded as specified under Sections 2(b) or (c)
above, if Participant's employment with Ingram and its Affiliates is terminated
prior to March 1, 2006 and such termination is: (1) initiated by Ingram or any
of its Affiliates, or (2) the result of Participant's death or Disability,
Participant shall be entitled to receive a prorated portion of the target
payment amount specified in Section 3 below calculated by multiplying such
target payment by a fraction, the numerator of which is the number of days
elapsed from and including the date of the Award and ending on the date of such
termination and the denominator of which is 1,786. A change in Participant's
duties or a change in Participant's employer to another entity among Ingram and
its Affiliates shall not be deemed a termination of employment initiated by
Ingram or any of its Affiliates.

        (e) As used herein, the term "Cause" means the occurrence of any one or
more of the following:

                (1)     A demonstrably willful and deliberate act by Participant
                        (other than as a result of incapacity due to physical or
                        mental illness) which is committed in bad faith, without
                        reasonable belief that such action or inaction is in the
                        best interests of Ingram, and which act or inaction is
                        not remedied within 15 business days of written notice
                        from Ingram,


                                       1


                (2)     Participant's gross negligence in the performance of
                        Participant's employment duties with Ingram or any of
                        its Affiliates, or

                (3)     Participant's conviction for committing an act of fraud,
                        embezzlement, theft, or any other act constituting a
                        felony involving moral turpitude.

        Notwithstanding the foregoing, Participant shall not be deemed to have
been terminated for the reason set forth in clause (1) or (2) of this definition
unless and until there shall have been delivered to Participant a copy of a
resolution duly adopted by the affirmative vote (which cannot be delegated) of
not less than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for such purpose (and after reasonable notice to
Participant and an opportunity for Participant, together with Participant's
counsel, to be heard before the Board), finding that, in the good faith opinion
of the Board, Participant is guilty of conduct set forth above in such clauses
(1) or (2) of this definition and specifying the particulars thereof in detail.

        SECTION 3. TARGET PAYMENT. The target payment is One Million Seven
Hundred Thousand Dollars (U.S.$1,700,000).

        SECTION 4. AMENDMENTS. This Award may be amended as provided in the
Plan.

        SECTION 5. PLAN. This Award is subject to all the terms of the Plan, a
copy of which has been received by Participant.

        SECTION 6. ACKNOWLEDGEMENTS.

        (a) GENERAL. By accepting the grant of the Award evidenced hereby,
Participant acknowledges that: (1) the Plan is discretionary in nature and may
be amended, suspended or terminated by Ingram at any time, (2) the grant of the
Award is a one-time benefit which does not create any contractual or other right
to receive future Awards, or benefits in lieu of Awards, (3) all determinations
with respect to any such future Awards, including, but not limited to, the times
when Awards shall be granted and the terms thereof, will be at the sole
discretion of Ingram, (4) Participant's participation in the Plan shall not
create a right to further employment with Ingram or any of its Affiliates and
shall not interfere with the ability of Ingram or any of its Affiliates to
change the terms of Participant's employment or the nature or responsibilities
of his position, or terminate Participant's employment relationship at any time
with or without cause, (5) Participant's participation in the Plan is voluntary,
(6) the value of the Award is an extraordinary item of compensation which is
outside the scope of Participant's employment contract, if any, and (7) the
Award is not part of normal or expected compensation for purposes of calculating
any termination, severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.

        (b) TAX REPORTING AND PAYMENT LIABILITY. Ingram will review from time to
time its requirements and obligations regarding tax, social insurance and any
other payroll tax ("TAX-RELATED ITEMS") withholding and reporting in connection
with the Award. These requirements may change from time to time as laws or
interpretations change. Regardless of Ingram's actions in this regard,
Participant hereby acknowledges and agrees that the ultimate liability for any
and all tax-related items is and remains his responsibility and liability and
that Ingram: (1) makes no representations or undertakings regarding treatment of
any tax-related items in connection with any aspect of his participation in the


                                       2


Plan, and (2) has no obligation to structure the terms of the Award or any
aspect of his participation in the Plan to reduce or eliminate his liability
regarding tax-related items.

        (c) DATA PRIVACY CONSENT. As a condition of the grant of the Award,
Participant consents to the collection, use, processing and transfer of personal
data as described in this paragraph. Participant understands that Ingram and its
Affiliates hold certain personal information about him, including his name, home
address and telephone number, date of birth, social security number or
identification number, salary, nationality, job title, any shares of Ingram
stock or Ingram directorships held, details of all options or any other
entitlement to shares awarded, canceled, exercised, vested, unvested or
outstanding in his favor, for the purpose of managing and administering the Plan
("DATA"). Participant further understands that Ingram and/or its Affiliates will
transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of his participation in the Plan, and that Ingram
and/or any of its Affiliates may each further transfer Data to any third parties
assisting Ingram in the implementation, administration and management of the
Plan. Participant understands that these recipients may be located in the
European Economic Area, or elsewhere, such as the United States. Participant
authorizes them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing Participant's participation in the Plan. Participant understands that
he may, at any time, review Data, require any necessary amendments to it or
withdraw the consents herein in writing by contacting his local Human Resources
Department representative. Withdrawal of consent may, however, affect his
ability to realize benefits from the Award.

        SECTION 7. GENERAL.

        (a) NOTICES. Any notice required to be delivered hereunder shall be in
writing and shall be addressed

        if to Ingram, to:

               Ingram Micro Inc.
               1600 East St. Andrew Place
               Santa Ana, California 92705

               Attn:  General Counsel
               Fax: (714) 566-9370

        if to Participant, to Participant's last known address as reflected in
        Ingram's books and records

or such other address as such party may hereafter specify for the purpose by
written notice to the other party hereto. Any such notice shall be deemed
received on the date of receipt by the recipient thereof if received prior to
5p.m. in the place of receipt and such day is a business day in the place of
receipt. Otherwise, any such notice shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

        (b) LEGAL FEES AND EXPENSES. Ingram shall pay all legal fees, costs of
litigation, prejudgment interest, and other expenses which are reasonably
incurred by Participant as a result of (1) Ingram's improper refusal to pay the
amounts payable in accordance herewith, (2) Ingram contesting the validity,
enforceability, or interpretation of this Agreement, (3)


                                       3


any conflict between the parties pertaining to this Agreement, or (4)
Participant's pursuing in good faith any claim under Section 7 (i) hereof.

        (c) ARBITRATION. Participant shall have the right and option to elect
(in lieu of litigation) to have any dispute or controversy arising under or in
connection with this Agreement settled by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by Participant within 50
miles from the location of Participant's principal place of employment with
Ingram, in accordance with the rules of the American Arbitration Association
then in effect. Participant's election to arbitrate, as herein provided, and the
decision of the arbitrators in that proceeding, shall be binding on Ingram and
Participant. Judgement may be entered on the award of the arbitrator in any
court having jurisdiction. All expenses of such arbitration shall be borne by
Ingram to the extent they would have been borne by Ingram as provided in Section
7(b) hereof if such dispute or controversy had been resolved by litigation.

        (d) UNFUNDED AGREEMENT. The obligations of Ingram under this Agreement
represent an unsecured, unfunded promise to pay benefits to Participant and/or
Participant's beneficiaries, and shall not entitle Participant or such
beneficiaries to a preferential claim to any asset of Ingram.

        (e) NO SET-OFF. Ingram's obligations to make all payments and honor all
commitments under this Agreement shall be absolute and unconditional and shall
not be affected by any circumstances including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which Ingram or any Affiliate
may have against Participant.

        (f) ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Participant and Ingram and its Affiliates with respect to the Award,
and supersedes all prior discussions, negotiations, and agreements concerning
such rights.

        (g) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws.

        (h) COUNTERPARTS. This Agreement may be signed in several counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were on the same instrument.

        (i) CLAIM REVIEW PROCEDURE. If Participant is denied benefits under this
Agreement, Participant may request, in writing, a review of the denial by Ingram
or its designee within 60 days of receiving written notice of the denial. Ingram
shall respond in writing to a written request for review within 90 days of
receipt of such request. Neither the claim procedure set forth in this Section
7(i) nor Participant's failure to adhere to such procedure shall derogate from
Participant's right to enforce this Agreement through legal action, including
arbitration as provided in Section 7(c).

        PARTICIPANT                         INGRAM MICRO INC.


        /s/ Henri T. Koppen                 By:    /s/ Kent B. Foster
        -----------------------                    -----------------------
                                            Title: Chairman & CEO
                                                   -----------------------


                                       4

                                                                   EXHIBIT 10.46


                              SEPARATION AGREEMENT

               This Separation Agreement (this "Agreement") is made and entered
into as of February 14, 2003 by and between Ingram Micro Inc., a Delaware
corporation (the "Company"), and DAVID M. FINLEY ("Executive") (the Company and
Executive hereinafter referred to together as the "Parties").

               WHEREAS, the Parties have heretofore entered into that certain
Executive Retention Agreement between the Parties dated as of January 31, 2000,
attached as Exhibit A hereto (as modified by this Agreement, the "Retention
Agreement").

               WHEREAS, the Parties have agreed that Executive will terminate
his employment with the Company on February 14, 2003.

               WHEREAS, for purposes of determining Executive's payments and
benefits hereunder, the Parties intend to treat the termination of Executive's
employment with the Company as a "Constructive Event" within the meaning of the
Retention Agreement.

               WHEREAS, the purpose of this Agreement is to confirm the agreed
upon terms, conditions and arrangements concerning the termination of
Executive's employment with the Company.

               NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises and agreements herein contained, the sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:

        1. Resignation. Effective as of February 14, 2003 (the "Effective
Date"), and subject to Executive's not revoking the Release (as defined below),
(a) Executive agrees to resign all of his positions with the Company and the
Company agrees to accept Executive's resignation from such positions, and (b)
each of the Parties agrees to execute and deliver to the other a Release (the
"Release") in the form attached hereto as Exhibit B.

        2. Separation Payments.

                (a) Subject to all of the terms and conditions of the Retention
        Agreement and any other applicable benefit or compensation plans or
        arrangements of the Company in which the Executive is a participant, the
        Company agrees to make the payments and to provide the benefits to
        Executive as set forth in this Section 2; provided, however, that no
        payments or benefits shall be paid or provided pursuant to Section 2(d)
        or (e), below, sooner than eight (8) days after the date on which
        Executive executes and delivers the Release.

                (b) On the Effective Date, the Company shall pay Executive, in
        accordance with Section 2.04(b)(i) of the Retention Agreement,
        Executive's "Accrued Compensation" (as defined in Section 2.03(a) of the
        Retention Agreement) through and including the Effective Date; provided,
        however, that the Company shall reimburse Executive for his unreimbursed
        business expenses as soon as practicable after submission


                                       1


        by Executive of proper documentation in accordance with the Company's
        policy with respect to reimbursement of such expenses.

                (c) The Company shall provide to Executive, in accordance with
        Section 2.04(b)(ii) of the Retention Agreement, Executive's "Accrued
        Benefits" (as defined in Section 2.03(a) of the Retention Agreement)
        through and including the Effective Date.

                (d) Subject to Executive's not revoking the Release, the Company
        shall pay Executive, in accordance with Section 2.04(b)(iii) of the
        Retention Agreement, in equal installments at the times and in
        accordance with the applicable Company payroll system, over a period of
        thirteen (13) months measured from the Effective Date, the sum of
        Executive's "Basic Termination Benefit," "Bonus Amount" and "Basic Bonus
        Amount" (each as defined in Section 2.04(a)(iii), 2.03(b)(ii) and
        2.03(c), respectively, of the Retention Agreement). Notwithstanding any
        interpretation of the Retention Agreement to the contrary, the Parties
        agree that this sum shall be six hundred five thousand three hundred
        thirty seven dollars ($605,337.00). For purposes of this Agreement,
        notwithstanding any interpretation of the Retention Agreement to the
        contrary, the Parties agree further that the "Payment Period" pursuant
        to the Retention Agreement and this Agreement shall be thirteen (13)
        months measured from the Effective Date.

                (e) Subject to Executive's not revoking the Release, the Company
        shall provide to Executive, in accordance with Section 2.04(b)(iv) of
        the Retention Agreement, Executive's "Additional Benefits" (as defined
        in Section 2.03(d) of the Retention Agreement and as may be modified
        below) through and in respect of the "Payment Period" (as set forth in
        Section 2(d) above). Notwithstanding any interpretation of the Retention
        Agreement to the contrary, the Parties agree that such Additional
        Benefits shall consist solely of the following:

                        (i) Executive's continued participation under the
                Company's medical care and dental plans (or any successor
                medical or dental plans adopted by the Company) in which
                Executive participates as in effect immediately prior to the
                Effective Date (subject to changes in coverage levels applicable
                to all employees generally covered by such plans), if he elects
                to receive continuation coverage under the Consolidated Omnibus
                Budget Reconciliation Act of 1985 ("COBRA"), for the applicable
                period under COBRA commencing with the Effective Date; provided,
                however, that if Executive elects such coverage, the Company
                will provide such coverage at the Company's expense during the
                Payment Period, and Executive shall be eligible after the
                Payment Period to participate in the Company's retiree medical
                plan at his own expense in accordance with the terms and
                conditions of such retiree medical plan;

                        (ii) reimbursement of the documented costs, including
                laboratory and test fees, of an annual physical examination for
                Executive in an amount not to exceed $1,500;

                        (iii) Executive's participation in the Company's
                Supplemental Executive Deferred Compensation Plan during the
                Payment Period up to the full


                                       2


                amount of employee contributions permitted; provided, however,
                that the Company will not be required to make any matching
                contributions with respect to Executive's contributions during
                the Payment Period; and

                        (iv) continued vesting, during the Payment Period, of
                outstanding stock options granted to Executive prior to the
                Effective Date pursuant to the Company's "Stock Plans" (as
                defined in Section 2.02(b) of the Retention Agreement). A
                summary of the status of Executive's stock options as of
                February 14, 2003 is attached hereto as Exhibit C.

        3. Stock Option Exercises. Executive shall be entitled to exercise his
stock options granted pursuant to the Company's "Stock Plans" (as defined in
Section 2.02(b) of the Retention Agreement), to the extent vested, until the
earlier of (a) the fifth (5th) anniversary of the Effective Date or (b) the last
day of the term of such option. Any unvested stock options shall terminate
automatically as of the last day of the Payment Period.

        4. Long Term Incentive Plan.

                (a) With respect to the Company's 2002 Long-Term Executive Cash
        Incentive Award Program (the "2002 LTIP"), Executive shall receive a
        payment equal to twenty-six thirty-sixths (26/36) of the final
        calculated payout amount attributable to Executive's award under the
        2002 LTIP. Such payment shall be (i) made in accordance with the
        applicable Company payroll system at or about the same time as the
        Company makes payments to other participants in the 2002 LTIP and (ii)
        in full satisfaction of any and all amounts payable to Executive under
        the 2002 LTIP.

                (b) With respect to the Company's 2003 Long-Term Executive Cash
        Incentive Award Program (the "2003 LTIP"), Executive shall receive a
        payment equal to fourteen thirty-sixths (14/36) of the final calculated
        payout amount attributable to Executive's award under the 2003 LTIP.
        Such payment shall be (i) made in accordance with the applicable Company
        payroll system at or about the same time as the Company makes payments
        to other participants in the 2003 LTIP and (ii) in full satisfaction of
        any and all amounts payable to Executive under the 2003 LTIP.

        5. Attorney's fees. The Company shall pay the reasonable legal fees
incurred by Executive for the services of his attorney in regard to the analysis
of Executive's rights under the Retention Agreement and negotiation of this
Agreement; provided, however, that the Company's obligation with respect to such
legal fees shall not exceed seven thousand five hundred dollars ($7,500.00).

        6. Survival of Retention Agreement; Entire Agreement. This Agreement is
intended to modify the Retention Agreement only insofar as the terms and
conditions of this Agreement require. In all other respects, the Retention
Agreement shall remain in effect in accordance with its terms. This Agreement
and the Retention Agreement (as modified by this Agreement) constitute and are
intended to constitute the entire agreement of the Parties concerning the
subject matter hereof and thereof. No covenants, agreements, representations or
warranties of any kind whatsoever have been made by any Party hereto, except as
specifically set forth herein.


                                       3


All prior discussions and negotiations with respect to the subject matter hereof
and thereof are superseded by this Agreement and by the Retention Agreement (as
modified by this Agreement).

        7. Successors. This Agreement shall inure to the benefit of and be
binding upon the Parties and their respective principals, partners, officers,
directors, shareholders, employees, trustees, trust beneficiaries, agents,
independent contractors and the successors, assigns, heirs, executors,
administrators and representatives of each of the foregoing.

        8. Further Assurances. The Parties shall, from time to time, promptly
execute and deliver such further instruments, documents and papers and perform
such further acts as may be necessary or proper to carry out and effect the
terms of this Agreement.

        9. Headings. Headings in this Agreement are for convenience and
reference only and shall not be used to construe its provisions.

        10. Governing Law. This Agreement shall be interpreted in accordance
with the plain meaning of its terms and not strictly for or against any of the
Parties. This Agreement and all provisions hereof shall be governed by and
construed under the laws of the State of California without regard to the choice
of law rules thereof.

        11. Modification; Waiver. This Agreement may not be modified or
terminated orally and no modification, termination or waiver shall be valid
unless in writing and signed by all of the Parties. No waiver of any breach of
any provision of this Agreement shall be deemed to be a waiver of any other
breach of this Agreement.

        12. Voluntary Execution of Agreement. Executive understands and agrees
that he is receiving the amounts and benefits described in this Agreement as
consideration for his execution of this Agreement and fulfillment of the
covenants and promises contained herein, including without limitation his
execution and nonrevocation of the Release. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
either Party. Executive acknowledges that he has had the opportunity to be
represented and advised by legal counsel concerning the terms and conditions of
this Agreement and his execution of it.

        13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute but one and the same agreement.

        14. Severability. If any provision of this Agreement, or the application
thereof, is for any reason held to any extent to be invalid or unenforceable,
the remainder of this Agreement and application of such provision to other
persons or circumstances will be interpreted so as reasonably to effect the
intent of the parties hereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other
purposes of the void or unenforceable provision and to execute any amendment,
consent or agreement deemed necessary or desirable by the Company to effect such
replacement.

                            [Signature Page Follows]


                                       4


               IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement, to be effective as of the day and year first written above.

EXECUTIVE                               Ingram Micro Inc.


/s/ David M. Finley                     By:  /s/ Kent B. Foster
- -----------------------------------          -----------------------------------
        David M. Finley                 Name:  Kent B. Foster
                                        Title: Chairman and Chief Executive
                                               Officer


                                      S-1

EXHIBIT 13.01

INDEX TO
FINANCIAL INFORMATION

SELECTED CONSOLIDATED FINANCIAL DATA

     The following table presents our selected consolidated financial data. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and notes thereto, included elsewhere in this Annual Report to Shareowners.

     Our fiscal year is a 52- or 53-week period ending on the Saturday nearest to December 31. References below to 1998, 1999, 2000, 2001 and 2002 represent the fiscal years (52 weeks) ended January 2, 1999, January 1, 2000, December 30, 2000, December 29, 2001 and December 28, 2002, respectively.

18

MANAGEMENT’S DISCUSSION AND ANALYSIS
     OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion includes forward-looking statements, including but not limited to, management’s expectations for operating income improvements from our profit enhancement program; competition; revenues, expenses and other operating results or ratios; economic conditions; liquidity; capital requirements and exchange rate fluctuations. In evaluating our business, readers should carefully consider the important factors discussed in “Cautionary Statements for the Purpose of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995” included in Exhibit 99.01 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2002. We disclaim any duty to update any forward-looking statements.

     Starting in 2002, we combined our United States (“U.S.”) and Canadian regions, which are now reported as our North American operations, consistent with our current management organizational structure. Our Canadian operations were previously reported under geographic regions outside U.S. and Europe, or our Other international operations. Prior year amounts have been reclassified to conform to the current year presentation.

Overview

     We are the leading distributor of information technology (“IT”) products and services worldwide based on revenues. Through fiscal 2000, we generated positive annual sales growth from expansion of our existing operations, the integration of numerous acquisitions worldwide, the addition of new product categories and suppliers, the addition of new customers, increased sales to our existing customer base, and growth in the IT products and services distribution industry in general. Our net sales declined to $25.2 billion in 2001 and $22.5 billion in 2002 from $30.7 billion in 2000. This decline was primarily attributable to the general decline in demand for technology products and services throughout the world, which began in the fourth quarter of 2000 and has continued to date, as well as the decision of certain vendors to pursue a direct sales model. This sluggish demand for technology products and services is expected to continue, and may worsen, over the near term.

     The IT distribution industry in which we operate is characterized by narrow gross profit as a percentage of net sales (“gross margin”) and narrow income from operations as a percentage of net sales (“operating margin”). Our gross margin declined to 4.8% in 1999 from 6.3% in 1998. Initially, the margin decline was caused by intense price competition. Later however, changes in vendor terms and conditions, including, but not limited to, significant reductions in vendor rebates and incentives, tighter restrictions on our ability to return inventory to vendors, and reduced time periods qualifying for price protection, exacerbated the decline and constrained gross margin improvements. We expect these competitive pricing pressures and restrictive vendor terms and conditions to continue in the foreseeable future. To mitigate these factors, we have implemented and continue to refine changes to our pricing strategies, inventory management processes, and vendor program processes. In addition, we continue to monitor and change, as appropriate, certain of the terms and conditions offered to our customers to reflect those being imposed by our vendors. We recorded sequential improvements in gross margin in each of the past three years, reaching 5.1% in fiscal year 2000, 5.3% in 2001 and 5.5% in 2002 compared to 4.8% realized in 1999, primarily as a result of these initiatives.

     We reduced selling, general and administrative expenses, or SG&A expenses, as a percentage of net sales to 3.9% in 2000 from 4.1% in 1998, reflecting the benefit of greater economies of scale. However, SG&A expenses as a percentage of net sales increased to 4.7% in 2001 and 5.0% in 2002 due to the significant decline in our net revenues during these years. As a result, we initiated a broad-based reorganization plan in June 2001 with detailed actions implemented primarily in North America and, to a limited extent, in Europe and our Other International operations to streamline operations and reorganize resources to increase flexibility, improve service and generate cost savings and operational efficiencies. This program has resulted in restructuring of several functions, consolidation of facilities and reductions of workforce worldwide through June 2002. Reorganization charges of $41.4 million and $8.8 million were incurred in 2001 and the first half of 2002, respectively, related to these actions.

     In September 2002, we announced a comprehensive profit enhancement program, which is designed to improve operating income through enhancements in gross margins and reduction of SG&A expenses. Key components of this initiative include enhancement and/or rationalization of vendor and customer programs, optimization of facilities and systems, outsourcing of certain IT infrastructure functions, geographic consolidations and administrative restructuring.

19

Management Discussion and Analysis (continued)

     We announced that we anticipate our profit enhancement program will result in additional implementation costs aggregating approximately $140 million (approximately $88 million after income taxes) through December 2003. Approximately half of the after-tax costs will require cash expenditures; the remainder will be noncash charges. These costs will consist primarily of reorganization costs and other program implementation costs charged to cost of sales and SG&A expenses (“other major-program costs”). Reorganization costs are expected to include severance expenses, lease termination costs and other costs associated with the exit of facilities or other contracts. The other major-program costs are expected to consist of program management and consulting expenses, accelerated depreciation, losses on disposals of certain assets, costs associated with geographic relocation, and inventory and vendor-program losses, primarily associated with the exit of certain businesses. In the second half of 2002, we incurred costs related to this profit enhancement program of approximately $107.8 million, which was comprised of $62.3 million of reorganization costs and $45.5 million of other major-program costs.

     Operational improvements from the profit enhancement program were originally expected to generate increased operating income, excluding the implementation costs, of approximately $15 million in the second half of 2002, which we achieved, increasing by another approximately $110 million in 2003, or $125 million in total, and reaching a cumulative annualized run rate of approximately $160 million by 2004. Over the life of the program, we expect that approximately one-third of the improvements will be from enhancements in gross margins with the remaining two-thirds resulting from the reduction in SG&A expenses; however, the exact breakout of the improvements in any given quarter may vary as specific programs are implemented. The operating income improvements were calculated utilizing a flat annual sales scenario for 2003 and 2004, as compared to 2002. This flat sales scenario is not intended to represent a sales projection by management, but rather was used for modeling purposes. Our actual improvements will vary depending on actual revenues.

     Our cost reductions and intended profit improvement objectives under the actions discussed above are contingent upon the successful implementation of all phases of our profit enhancement program and may be mitigated by other costs, risks or uncertainties as discussed elsewhere in this report. No assurance can be given that we will be successful in generating the anticipated improvements from these actions. Furthermore, additional implementation costs may be incurred as we implement these initiatives, or in connection with new savings opportunities.

     As a significant part of our profit enhancement program, in December 2002, we entered into an agreement to outsource certain IT infrastructure functions, including related personnel, with a third-party provider of IT outsourcing services. This arrangement is intended to lower ongoing IT infrastructure operating expenses and related investments as well as improve overall IT performance. These services will include mainframe, major server, desktop and enterprise storage operations, wide-area and local-area network support and engineering; systems management services; help desk services; and worldwide voice/PBX. We retained software applications development and support, as well as IT quality assurance responsibilities internally. The resulting reorganization costs and other implementation costs incurred in 2002 related to this action were included in our implementation cost estimates discussed above.

     For fiscal year 2002, reorganization costs were $71.1 million and other major-program costs were $45.5 million. Reorganization costs included $69.0 million related to detailed actions taken in 2002 and a net additional charge of $2.1 million to reflect adjustments to the detailed actions taken in 2001. The reorganization charge of $69.0 million included $17.1 million in employee termination benefits for approximately 1,685 employees ($6.9 million for approximately 905 employees in North America, $8.0 million for approximately 425 employees in Europe, and $2.2 million for approximately 355 employees in our geographic regions outside North America and Europe, or our Other International); $42.9 million, primarily consisting of estimated lease exit costs in connection with closing, downsizing and consolidating facilities ($38.9 million in North America, $3.2 million in Europe and $0.8 million in Other International); and $9.0 million of other costs primarily due to contract terminations ($7.0 million in North America and $2.0 million in Europe). We anticipate that these initiatives will be completed within twelve months of the respective initiation dates. The net additional charge of $2.1 million consisted of charges of $2.8 million and $0.1 million to reflect increases in the estimated losses on leases of North American facilities exited in connection with the detailed actions in the second and third quarters of 2001, respectively, credits of $0.5 million and $0.1 million to costs associated with the detailed actions for the third and fourth quarters of 2001, respectively, as a result of more favorable settlements of contract and lease terminations in Europe, and credits of $0.2 million to costs associated with the detailed actions for the third quarter of 2001 as a result of lower costs of lease terminations in Other International. If it takes longer than expected to sublease these facilities, or if available sublease rates continue to decrease, the actual costs to exit these facilities could exceed our estimated accrued facility costs (see Note 3 to our consolidated financial statements).

20

Management Discussion and Analysis (continued)

     Other major-program costs included $43.9 million recorded as SG&A expenses ($37.5 million in North America, $6.0 million in Europe and $0.4 million in Other International) primarily for accelerated depreciation, or losses on disposals of assets associated with our planned exit of facilities and outsourcing of IT infrastructure; consulting fees directly related to our profit enhancement program; recruiting, retention and related costs associated with relocated functions; and certain other related costs. Additionally, other major-program costs included $1.6 million recorded as cost of sales, primarily comprised of incremental inventory and vendor-program related costs due to our exit from certain European markets (see Note 3 to our consolidated financial statements).

     For fiscal year 2001, reorganization costs were $41.4 million. Reorganization costs included $16.7 million in employee termination benefits for approximately 2,150 employees ($10.8 million for approximately 1,655 employees in North America, $4.4 million for approximately 390 employees in Europe and $1.5 million for approximately 105 employees in Other International); $21.4 million, primarily consisting of estimated lease exit costs in connection with closing, downsizing and consolidating facilities ($14.8 million in North America, $6.4 million in Europe and $0.2 million in Other International); and $3.3 million of other costs primarily due to contract terminations ($0.5 million in North America and $2.8 million in Europe). These initiatives have been substantially completed; however, future cash outlays will be required due to severance payment terms and future lease payments related to exited facilities.

     In 2001, we recorded special items of approximately $22.9 million, which were comprised of the following charges: $10.2 million for the write-off of electronic storefront technologies that were replaced by us with other solutions, and inventory management software, which was no longer required because of our business process and systems improvements; an impairment charge of $3.5 million to reduce our minority equity investment in an Internet-related company to estimated net realizable value; and $9.2 million to fully reserve for our outstanding insurance claims with an independent and unrelated former credit insurer, which went into liquidation on October 3, 2001. As of December 28, 2002, the full amount of our insurance claims had been written-off against the reserve.

     The IT products and services distribution business is working capital intensive. Our business requires significant levels of working capital primarily to finance accounts receivable. We have relied heavily on trade credit from vendors, debt and accounts receivable financing programs for our working capital needs. We believe we have sufficient cash and available capital resources to meet our financing needs for at least the next twelve months.

Critical Accounting Policies and Estimates

     The discussions and analyses of our consolidated financial condition and results of operations were based on our consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we review and evaluate our estimates and assumptions, including, but not limited to, those that relate to accounts receivable; vendor programs; inventories; goodwill, intangible assets and other long-lived assets; income taxes; and contingencies and litigation. Our estimates are based on our historical experience and a variety of other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our judgment about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from these estimates.

     We believe the following critical accounting policies are affected by our judgment, estimates and/or assumptions used in the preparation of our consolidated financial statements.

21

Management Discussion and Analysis (continued)

22

Management Discussion and Analysis (continued)

Results of Operations

     The following table sets forth our net sales by geographic region (excluding intercompany sales) and the percentage of total net sales represented thereby, for each of the fiscal years indicated (in millions).

     The following table sets forth certain items from our consolidated statement of income as a percentage of net sales, for each of the fiscal years indicated.