EXHIBIT G-3 - FORM OF AMENDMENT TO COORDINATION CENTER GUARANTY

1
EXHIBIT 10.36

FIRST AMENDMENT TO CREDIT AGREEMENT

dated as of October 28, 1997,

among

▇▇▇▇▇▇ MICRO INC.,
INGRAM EUROPEAN COORDINATION CENTER N.V.,
▇▇▇▇▇▇ MICRO SINGAPORE PTE LTD., and
▇▇▇▇▇▇ MICRO INC. (CANADA),
as Borrowers and Guarantors, and

CERTAIN FINANCIAL INSTITUTIONS,
as the Relevant Required Lenders

amending the US $1,000,000,000

CREDIT AGREEMENT

dated as of October 30, 1996,

also among

CERTAIN FINANCIAL INSTITUTIONS,
as the Lenders,

NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent for the Lenders,

THE BANK OF NOVA SCOTIA,
as Documentation Agent for the Lenders,

and

THE CHASE MANHATTAN BANK,
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLANDS BRANCH,
THE FIRST NATIONAL BANK OF CHICAGO,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY, and
ROYAL BANK OF CANADA,
as the Co-Agents

PREPARED BY ▇▇▇▇▇▇ AND ▇▇▇▇▇, L.L.P.

TABLE OF CONTENTS

1. TERMS AND REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4. REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

5. RATIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

6. ADDITIONAL GUARANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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SCHEDULES AND EXHIBITS

EXHIBIT F-1 - FORM OF AMENDMENT EFFECTIVE DATE CERTIFICATE

EXHIBIT G-3 - FORM OF AMENDMENT TO COORDINATION CENTER
GUARANTY

EXHIBIT H-1 - FORM OF AMENDMENT TO MICRO GUARANTY

EXHIBIT I-4 - FORM OF AMENDMENT TO MICRO CANADA
GUARANTY (COORDINATION CENTER/MICRO
SINGAPORE)

EXHIBIT I-5 - FORM OF AMENDMENT TO MICRO CANADA GUARANTY
(MICRO)

EXHIBIT I-6 - FORM OF AMENDMENT TO MICRO SINGAPORE
GUARANTY

AMENDED EXHIBIT J - FORM OF ADDITIONAL GUARANTY

EXHIBIT M-1 - FORM OF OPINION OF ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

FIRST AMENDMENT
3
FIRST AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT is entered into as of October 28, 1997, between:

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

▇ ▇▇▇▇▇▇ EUROPEAN COORDINATION CENTER, N.V., a company organized and
existing under the laws of The Kingdom of Belgium ("COORDINATION
CENTER"), ▇▇▇▇▇▇ MICRO SINGAPORE PTE LTD., a corporation organized and
existing under the laws of Singapore ("MICRO SINGAPORE"), and ▇▇▇▇▇▇
MICRO INC., a corporation organized and existing under the laws of the
Province of Ontario, Canada ("MICRO CANADA"), all three of which are
collectively the "SUPPLEMENTAL BORROWERS"; and

o The financial institutions executing this amendment as Lenders (the
"RELEVANT REQUIRED LENDERS").

(see PARAGRAPH 1 below regarding defined terms)

A. This amendment is being executed and delivered to amend the
Credit Agreement (as renewed, extended, amended, or supplemented, the "CREDIT
AGREEMENT") dated as of October 30, 1996, among (1) Micro; (2) the Supplemental
Borrowers; (3) certain Lenders (which includes the Relevant Required Lenders);
(3) NationsBank of Texas, N.A. ("NATIONSBANK"), as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and The Bank of Nova
Scotia ("SCOTIABANK"), as documentation agent for the Lenders (in such
capacity, the "DOCUMENTATION AGENT"), both of which are collectively the
"AGENTS"; and (4) The Chase Manhattan Bank; DG Bank Deutsche
Genossenschaftsbank, Cayman Island Branch; The First National Bank of Chicago;
The Industrial Bank of Japan, Limited, Atlanta Agency; and Royal Bank of
Canada, as co-agents (collectively in such capacity, the "CO-AGENTS").

B. The Credit Agreement provides, among other things, for (1)
Commitments by the Lenders to make Pro-Rata Credit Extensions to or for Micro
in Dollars, (2) agreements by the Lenders to consider (without commitment)
making Non-Rata Revolving Loans and issuing Non-Rata Letters of Credit to or
for any Borrower in Available Currencies, (3) agreements by the Lenders to
consider (without commitment) quoting bids to make Bid Rate Loans to any
Borrower, and (4) joint and several guaranties by each Borrower of every other
Borrower's Obligations.

C. The Borrowers have requested that the Relevant Required
Lenders enter into this amendment with the Borrowers in order to effect the
changes reflected in PARAGRAPH 2 below.

D. The Relevant Required Lenders have agreed, upon and subject to
the terms and conditions of this amendment, to those changes to the Credit
Agreement.

ACCORDINGLY, for adequate and sufficient consideration, the Borrowers
and the Relevant Required Lenders agree as follows:

1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (A)
terms defined in the Credit Agreement have the same meanings when used in this
amendment, and (B) references to "SECTIONS," "SCHEDULES," and "EXHIBITS" are to
the Credit Agreement's sections, schedules, and exhibits.

FIRST AMENDMENT
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2. AMENDMENTS. Subject to PARAGRAPH 3 below but otherwise effective as
of the date of this amendment, the Credit Agreement is amended as follows:

(A) Extensions of Commitment Termination Date. In respect of the
Borrowers' request to allow for two-year extensions, to reduce the minimum for
Remaining Lenders to 65%, and to require additional documentation for an
extension to be at the Agents' request; SECTION 2.2 is entirely amended as
follows:

SECTION 2.2 EXTENSIONS OF THE COMMITMENT TERMINATION DATE.

(a) If the Commitment Termination Date has not
occurred, Micro may -- on any Business Day occurring after May
1st and before June 30th of the year (for purposes of this
SECTION 2.2, the "THEN-CURRENT YEAR") immediately preceding
the year in which the then-effective Commitment Termination
Date occurs -- deliver to each Lender (with a copy to the
Administrative Agent) three counterparts of a Commitment
Extension Request appropriately completed. That Commitment
Extension Request may be for a one-year (365-day or, if
appropriate, 366-day) period, for a two-year (730-day or, if
appropriate 731-day) period, or for one or both in the same
Commitment Extension Request (each a requested "EXTENSION
PERIOD"). The Commitment Extension Request shall be delivered
in accordance with SECTION 11.2, EXCEPT that acknowledgment of
receipt by the recipient is required before it is deemed to
have been delivered.

(i) By July 31st of the then-current
year, each Lender shall (by appropriately completing,
executing, and delivering to Micro and the
Administrative Agent the Commitment Extension Request
delivered to it) indicate whether or not it intends
to extend its Commitment pursuant to this SECTION 2.2
in respect of either of the one or two Extension
Periods requested by Micro. Any Lender failing to
return its Commitment Extension Request to Micro as
provided in the preceding sentence shall be deemed to
have declined the extension of its Commitment as
contemplated by this SECTION 2.2 in respect of each
of the Extension Periods requested by Micro.

(ii) By August 15th of the then-current
year, the Administrative Agent shall notify (for
purposes of this SECTION 2.2, the "LENDER BALLOT
NOTICE") all of the Lenders as to (A) the identity of
each Lender who has indicated its intention not to
extend its Commitment in respect of either of the one
or two Extension Periods requested by Micro
("WITHDRAWING LENDER"), (B) each Lender who has
agreed to extend its Commitment in respect of one or
both of the Extension Periods requested by Micro
("REMAINING LENDER"), and (C) which Remaining Lenders
have agreed to which Extension Period if two were
requested by Micro.

(b) IF, as of the date the Administrative Agent
delivers the Lender ballot notice, neither NationsBank nor
Scotiabank shall be a Remaining Lender and the Remaining
Lenders in respect of each Extension Period requested by Micro
shall hold less than a total of 65% of the Commitments, THEN,
by August 31st of the then-current year, each Remaining Lender
may revoke (by delivering written notice thereof to Micro and
the Administrative Agent) its consent to extension of its
Commitment for each of the Extension

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FIRST AMENDMENT
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Periods requested by Micro, thereby becoming a Withdrawing
Lender as of the day of that revocation.

(i) After the date that the
Administrative Agent delivers the Lender ballot
notice and by September 15th of the then-current
year, the Remaining Lenders may assume any
Withdrawing Lender's Commitment in proportion to
their respective share of those Remaining Lenders'
Commitments.

(ii) IF, as of September 30th of the
then-current year, the Remaining Lenders in respect
of each Extension Period requested by Micro hold less
than a total of 65% of the Commitments (after giving
effect to any assumptions of any Withdrawing Lenders'
Commitment under the preceding sentence on or before
that date), THEN (A) all of the Lenders' Commitments
shall terminate and (B) any Outstanding Credit
Extensions shall mature and be payable in full on the
then-effective Commitment Termination Date.

(iii) A one-year Extension Period does not
automatically become effective if a Commitment
Extension Request for a two-year period fails to
become effective as provided in this CLAUSE (b), and
VICE VERSA.

(c) IF, as of September 30th of the then-current
year, the Remaining Lenders in respect of an Extension Period
requested by Micro hold a total of at least 65% of the
Commitments (after giving effect to any assumptions of the
Commitments of any Withdrawing Lenders' Commitments under
CLAUSE (b) above on or before that date), THEN each Remaining
Lender's Commitment (including any Commitments assumed by any
Remaining Lender under CLAUSE (b) above) shall be extended for
that Extension Period from the then-effective Commitment
Termination Date, SUBJECT TO CLAUSE (f) below.

(i) IF the requirements for extension of
the Commitments shall be satisfied, THEN -- after
October 1st of the then-current year but by 30 days
before the then-effective Commitment Termination Date
-- Micro may enter into an agreement with one or more
new financial institutions reasonably acceptable to
the Agents or with any Remaining Lender to assume the
Withdrawing Lenders' Commitments that have not been
assumed under CLAUSE (b) above.

(ii) Any Commitments assumed by Remaining
Lenders or new financial institutions under CLAUSE
(I) above shall be extended for the foregoing
Extension Period from the then-effective Commitment
Termination Date, SUBJECT TO CLAUSE (f) below.

(iii) IF Micro requests both a one-year
and a two-year Extension Period and both would become
effective under this section, THEN the two-year
Extension Period shall become effective under this
section; PROVIDED THAT any Lender that did not agree
to a two-year Extension Period but that did agree to
a one-year Extension Period shall then become a
Withdrawing Lender.

3 FIRST AMENDMENT
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(d) IF the Commitments are extended in accordance
with this section, THEN Outstanding Credit Extensions made by
any Withdrawing Lender that are not assumed or purchased under
CLAUSE (b) or (c) above shall mature and be payable in full on
the then-effective Commitment Termination Date, and the
Commitments of each such Withdrawing Lender shall thereupon
terminate.

(i) On the then-effective
Commitment Termination Date, the Total Credit
Commitment Amount shall be automatically
reduced by an amount equal to the PRODUCT of
(A) the total Percentages of all the
Withdrawing Lenders that were not assumed or
purchased under CLAUSES (b) or (c) above
TIMES (B) the Total Credit Commitment Amount
on that Commitment Termination Date
immediately before that calculation.

(ii) The Percentages of the Remaining
Lenders shall be adjusted by the Administrative Agent
based upon each such Remaining Lender's PRO RATA
share of the remaining Total Credit Commitment
Amount.

(e) Each Lender's decision to extend its
Commitment or assume or purchase any Withdrawing Lender's
Commitment shall be exercised by it in its sole and absolute
discretion without reference to any stated desires of any
other Lender Party or Micro. All assignments made under this
SECTION 2.2 shall be made in accordance with SECTION 11.11.1,
EXCEPT that any such assignment (i) may be in any minimum or
multiple amount resulting from the operation of this SECTION
2.2 and (ii) shall not require the consent of Micro or the
Administrative Agent.

(f) Any extension of Commitments under this
SECTION 2.2 shall become effective only upon (i) the
satisfaction of the requirements for extension stated above
and (ii) the delivery by Micro to the Administrative Agent and
each Lender, on or before the then-effective Commitment
Termination Date, of (A) executed replacement Notes
reflecting, without limitation, any changes in the identity or
Percentages of the Lender Parties and the Total Credit
Commitment Amount, and (B) copies of such other legal
opinions, approvals, instruments, or documents as the Agents
may reasonably request. Upon their receipt of such
replacement Notes, the Remaining Lenders shall ▇▇▇▇ the
relevant predecessor Notes "EXCHANGED" and deliver them to
Micro.

(B) Minimum Pro-Rata Revolving Loans. In respect of the
Borrowers' request that the minimum for Pro-Rata Revolving Loans be reduced,
the amounts "$25,000,000" in the first sentences of SECTION 3.1(a) and of
SECTION 4.2.3 are entirely amended to read "$10,000,000."

(C) Bid Rate Loans in Available Currencies. In respect of the
Borrowers' request that Bid Rate Loans may be requested in any Available
Currency:

(i) CLAUSE (c) in the second recital to the Credit
Agreement is entirely amended as follows:

(c) for itself and each other Borrower a protocol
whereby each such Borrower may, prior to the Commitment
Termination Date and to the extent the aggregate

4 FIRST AMENDMENT
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Commitments shall be unused and available from time to time,
request that the Lenders make Bid Rate Loans in any Available
Currency, subject to a limit on all Outstanding Credit
Extensions consisting of Non-Rata Credit Extensions of
$750,000,000 in the aggregate; and

(ii) The definition of the term "Available Currency" in
SECTION 1.1 is entirely amended as follows:

"AVAILABLE CURRENCY" means for the purposes of any
Non-Rata Revolving Loans, Non-Rata Letters of Credit, and Bid
Rate Loans, Dollars, Canadian Dollars, Singapore Dollars, Hong
Kong Dollars, Swiss Francs, Belgian Francs, French Francs,
Guilders, Sterling, Marks, Lira, Mexican Pesos, Pesetas, Yen,
Krona, Danish Krone, Norwegian Krone, Schillings, Ringgit,
Won, European Currency Units and other mutually agreed
currencies.

(iii) SECTION 3.5.1 is entirely amended as follows:

SECTION 3.5.1. BID RATE LOANS.

(a) Any Borrower may, on the terms and
conditions of this Agreement, request the Lenders to
make offers to make Bid Rate Loans to such Borrower
denominated in any Available Currency. The Lenders
may, but shall have no obligation to, make such
offers and the relevant Borrower may, but shall have
no obligation to, accept any such offers in the
manner set forth in this SECTION 3.5. Except as
otherwise provided herein and subject in each case to
the satisfaction of the applicable conditions
precedent set forth in SECTIONS 6.1 and 6.2 hereof,
each Bid Rate Loan shall be made on the terms and
conditions agreed to between the relevant Borrower
and the relevant Lender; PROVIDED THAT the direct
Obligations of Micro with respect to each Pro-Rata
Credit Extension shall rank PARI PASSU with Micro's
direct and contingent Obligations with respect to
each Bid Rate Loan.

(b) Notwithstanding any other provision
contained in this Agreement, if, at any time prior to
the Commitment Termination Date, the relevant Lender
of a Bid Rate Loan determines that the Available
Currency in which such Bid Rate Loan has been made is
an Ineligible Currency, then such Lender may (in its
sole discretion) at any time notify the relevant
Borrower of the same. Promptly after receiving such
notice and, in any event, within five Business Days
of receiving the same, such Borrower will notify such
Lender as to what Available Currency it desires such
Bid Rate Loan to be converted into and promptly
thereafter such Lender shall so convert such Bid Rate
Loan. If the relevant Borrower fails to select
another Available Currency as provided in the
preceding sentence, such other Available Currency
shall be selected by the relevant Lender. Such
conversion shall be effected at the relevant spot
rate at which such Ineligible Currency is offered on
such day for the selected Available Currency which
appears on TELERATE PAGE 3740 at approximately 11:00
a.m. (London time) (and if such spot rate is not
available on TELERATE PAGE 3740 as of such time, such
spot rate as

5 FIRST AMENDMENT
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quoted by NationsBank, in London at approximately
11:00 a.m. (London time)), or, if no such spot rate
shall exist, such other rate of exchange as the
relevant Lender shall reasonably determine.

(iv) A new sentence is added to the end of SECTION 3.5.2
as follows:

Each Quote Request must also state the Available Currency
requested for each applicable Bid Rate Borrowing.

(v) The first sentence of SECTION 3.5.3 is entirely
amended as follows:

SECTION 3.5.3. SUBMISSION OF QUOTES. Each Lender
may submit one or more Quotes, each containing an offer to
make a Bid Rate Loan in response to any Quote Request;
PROVIDED THAT, if the relevant Borrower's request under
SECTION 3.5.2 specified more than one Interest Period or more
than one Available Currency, such Lender may make a single
submission containing one or more Quotes for each such
Interest Period or each such Available Currency.

(vi) A new sentence is added to end of SECTION 3.5.6 as
follows:

Subject to SECTION 3.5.1(b), each Bid Rate Loan shall be
repaid in the Available Currency in which such Loan was made.

(vii) SECTION 4.2.4(c) is entirely amended as follows:

(c) BID RATE LOANS. Subject to SECTION
3.5.1(b), each Borrower shall pay interest on the
aggregate principal amount of any Bid Rate Loan
outstanding in the Available Currency in which such
Loan was made to the relevant Lender from time to
time prior to and at Maturity on such dates agreed
between such Borrower and such Lender pursuant to
SECTION 3.5 in connection with the making of such Bid
Rate Loan.

(D) Payment of Certain Fees. In respect of the Borrowers' request
that certain fees be paid to the Administrative Agent for the account of,
instead of directly to, the appropriate Lenders:

(i) The fifth and sixth words in SECTION 4.3.2 are
entirely amended as follows:

to the Administrative Agent for the account of

(ii) The first sentence of SECTION 4.3.3(a) is entirely
amended as follows:

Micro agrees to pay to the Administrative Agent for the
account of each Lender (including the relevant Issuer) a
Pro-Rata Letter of Credit participation fee equal to each
Lender's Percentage of the average daily Stated Amount of each
Pro-Rata Letter of Credit during the applicable period
multiplied by the Applicable Margin then in effect for any
LIBO Rate Loan.

6 FIRST AMENDMENT
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(iii) The first sentence of SECTION 4.3.3(b) is entirely
amended as follows:

Micro agrees to pay to the Administrative Agent for the
account of the Issuer of each Pro-Rata Letter of Credit a
Pro-Rata Letter of Credit issuance fee of 0.125 of 1% PER
ANNUM of the average daily Stated Amount of such Pro-Rata
Letter of Credit 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.

(iv) SECTION 4.3.3(c) is entirely amended as follows:

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.

(v) The parenthetical phrase within the second
parenthetical phrase of SECTION 5.8.1(a) is entirely amended as
follows:

(which fees shall be paid by Micro or the relevant
Borrower to the Administrative Agent for the account
of the relevant payee)

(E) Acceding Borrowers and Additional Guarantors. With respect to
the Borrowers' request that an Acceding Borrower not automatically be required
to become an Additional Guarantor unless it is a Material Subsidiary:

(i) SECTIONS 6.3.1(a) and (b) are each amended to insert
the parenthetical "(if any)" after the words "the Guaranty".

(ii) SECTION 6.3.3 is entirely amended as follows:

SECTION 6.3.3. GUARANTIES, ETC. IF such Acceding
Borrower has not previously delivered an Additional Guaranty
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 Supplemental Borrower hereunder, duly
executed and delivered by an Authorized Person of such
Acceding Borrower, and (b) such instruments and documents
evidencing accession of such Acceding Borrower under the
Intra-Group Agreement as the Administrative Agent may
reasonably request, in each case effective with respect to
such Acceding Borrower as of the date such Acceding Borrower
becomes a Supplemental Borrower hereunder.

(F) Financial Information, Reports, Notices, etc. In respect of
the Borrowers' request to conform the reporting requirements to Micro's reports
to the Securities and Exchange Commission and to eliminate the requirement for
consolidating financials:

(i) The preamble to SECTION 8.1.1 is entirely amended as
follows:

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

(ii) Following the 35th word "consolidated" in SECTION
8.1.1(b), the words "and consolidating" are entirely deleted.

(iii) SECTIONS 8.1.1(c), (d), (e), (f), and (g) are
entirely amended as follows:

(c) at the time of delivery of each
financial statement required by CLAUSE (a) or (b) (or
FORM 10-Q or FORM 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) (or
FORM 10-Q or FORM 10-K in LIEU thereof), a Compliance
Certificate showing compliance with the financial
covenants set forth in SECTION 8.2;

(e) 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,
notice thereof;

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

8 FIRST AMENDMENT
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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;

(G) Other Credit Facilities. In respect of certain Borrowers
entering into other credit facilities concurrent with the execution and
delivery of this amendment:

(i) SECTION 1.1 is amended to add the following defined
terms in alphabetical order with the other defined terms in that
section:

"CANADIAN CREDIT AGREEMENT" means the Canadian Credit
Agreement dated as of October 28,1997, among Micro, Micro
Canada, the various financial institutions parties thereto as
lenders, Scotiabank and Royal Bank of Canada, respectively, as
the administrative agent and the syndication agent for those
lenders, and the co-agent named therein, as renewed, extended,
amended, or restated.

"EUROPEAN CREDIT AGREEMENT" means the European Credit
Agreement dated as of October 28,1997, among Micro,
Coordination Center, the various financial institutions
parties thereto as lenders, Scotiabank and NationsBank,
respectively, as the administrative agent and the
documentation agent for those lenders, and the arrangers named
therein, as renewed, extended, amended, or restated.

(ii) SECTION 8.2.1(a)(i) is entirely amended as follows:

(i) Any Indebtedness arising (A) in
respect of the Credit Extensions or (B) under or in
connection with the Canadian Credit Agreement or the
European Credit Agreement;

(iii) After the 23rd word "Indebtedness" in SECTION 9.1.5
there are added the words, "arising under the Canadian Credit
Agreement or the European Credit Agreement or any other Indebtedness".

(H) Judgment Liens. In respect of the Borrowers' request that the
dollar amount for judgment liens for purposes of SECTIONS 8.2.2(e) and 9.1.6 be
replaced with a more flexible concept and that 30 instead of ten days be
granted to stop enforcement proceedings, those two sections are entirely
amended as follows, respectively:

(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;

SECTION 9.1.6. JUDGMENTS. Any judgment or order
for the payment of money in excess of (individually or in the
aggregate) an amount equal at any time to EITHER 7.25% of
Consolidated Tangible Net Worth at the end of the most
recently ended Fiscal

9 FIRST AMENDMENT
12
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.

(I) Mergers, Consolidations, Etc. In respect of the Borrowers'
request for simplification of SECTION 8.2.5, that section is entirely amended
as follows:

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) A Supplemental 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) 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.

10 FIRST AMENDMENT
13
(J) Limitation on Acquisitions. In respect of the Borrowers' and
the Agents' desires to redefine the limitations on acquisitions:

(i) The definition of the term "Material Asset
Acquisition" in SECTION 1.1 is entirely amended as follows:

"MATERIAL ASSET ACQUISITION" (a) means the purchase
or other acquisition (in one transaction or a series of
related transactions) from any Person of property or assets,
the aggregate purchase price of which (calculated in Dollars)
paid in cash or property (other than property consisting of
equity shares or interests or other equivalents of corporate
stock of, or partnership or other ownership interests in, any
Obligor), equals or exceeds 25% of the SUM (calculated without
giving effect to such purchase or acquisition) of (i)
Consolidated Funded Debt (determined as at the end of the then
most recently ended Fiscal Period), PLUS (ii) Consolidated
Stockholders' Equity (determined as at the end of the then
most recently ended Fiscal Period), PLUS (iii) any increase
thereof attributable to any equity offerings or issuances of
capital stock occurring subsequent to the end of such Fiscal
Period and before any such purchase or acquisition, but (b)
does not mean a purchase or acquisition of property or assets
of the character described in and permitted under SECTION
8.2.9(c).

(ii) The definition of the term "Relevant Issuer" in
SECTION 1.1 is entirely deleted.

(iii) SECTION 8.2.7 is entirely amended as follows:

SECTION 8.2.7 LIMITATIONS ON ACQUISITIONS.

(a) No Borrower may make any Material
Asset Acquisition UNLESS (i) no Event of Default
exists or would exist after giving effect to the
proposed Material Asset Acquisition, (ii) before the
consummation of the proposed Material Asset
Acquisition, such Borrower notifies the
Administrative Agent that it intends to make the
proposed Material Asset Acquisition and reasonably
believes that it will be able to provide the
certification under CLAUSE (iii) below, and (iii)
before consummation of the proposed Material Asset
Acquisition, Micro delivers to the Administrative
Agent a certificate duly executed and delivered by an
Authorized Person of Micro, certifying that (A)
immediately upon and following the consummation of
the proposed Material Asset Acquisition, Micro will
be in compliance with each of SECTIONS 8.2.1 and
8.2.2 and (B) on a pro forma basis (assuming the
proposed Material Asset Acquisition 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
would have been in compliance with SECTION 8.2.3 as
of the last day of such period.

(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

11 FIRST AMENDMENT
14
shares constitute Margin Stock if after giving effect
to such acquisition, Micro and its Affiliates shall
hold, in the aggregate, more than 5% of the total
outstanding stock of the issuer of such Margin Stock,
which notice shall include the name and jurisdiction
of organization of such relevant issuer, the market
on which such stock is traded, the total percentage
of such relevant issuer's stock currently held, and
the purpose for which the acquisition is being made.

(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 Pro-Rata Credit Extensions 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, THEN, it
will be consummated in compliance with SECTION 8.2.5.

(d) Execution and delivery of each
Continuation/Conversion Notice shall constitute
Micro's representation and warranty that it is not
then in violation of SECTION 8.2.7(c)(i). No
Borrower shall directly or indirectly use the
proceeds of any Non-Rata Credit Extension to make any
Acquisition if the board of directors of the Person
to be acquired has notified Micro or any of it
Subsidiaries that it opposes the offer by the
proposed purchaser to acquire that Person, and such
opposition has not been withdrawn, unless the
relevant Borrower notifies the relevant Lender of
such opposition when it requests such Non-Rata Credit
Extension.

(K) Sale of Assets. In order to clarify the relationship between
SECTIONS 8.2.5 and 8.2.9 and in respect of the Borrowers' request that SECTION
8.2.9(a)(ii) be less restrictive:

(i) The word "No" at the beginning of SECTION 8.2.9 is
entirely amended and replaced with the words, "EXCEPT as provided in
SECTION 8.2.5, no".

(ii) The first five words of SECTION 8.2.9(a)(ii) are
entirely amended and replaced with the words, "SO LONG AS no Event of
Default".

(L) Non-Performance of Certain Covenants. In respect of the
Borrowers' request for a cure period in respect of certain Liens that are not
Permitted Liens, SECTION 9.1.3 is entirely amended as follows:

SECTION 9.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS
AND OBLIGATIONS. Any Obligor shall default in the due
performance and observation of any of its obligations under
SECTION 8.2.2 (excluding the involuntary incurrence of Liens
involving individually or collectively amounts in controversy
or encumbered assets or both having a value of less than
$60,000,000 at any time, which involuntary incurrences are
subject to SECTION 9.1.4 below), SECTION 8.2.3, SECTION 8.2.4,
or SECTION 8.2.5 (excluding any default by Micro in the
performance of its obligation to deliver, prior to the
consummation of any Material

12 FIRST AMENDMENT
15
Asset Acquisition, the certificate required to be so delivered
in connection therewith pursuant to SECTION 8.2.7(a)(iii),
default of which is subject to SECTION 9.1.4 below).

(M) Release of Subsidiary Guarantors and Supplemental Borrowers.
In respect of the Borrowers' request for simplification and clarification of
SECTION 11.16, that section is entirely amended as follows:

SECTION 11.16. RELEASE OF SUBSIDIARY GUARANTORS AND
SUPPLEMENTAL 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 Supplemental 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 Supplemental
Borrower, the appropriate Lender Parties have received payment
in full of all principal of, interest on, reimbursement
obligations in respect of, and fees related to any Outstanding
Credit Extensions made by any of them in favor of such
Supplemental Borrower and any outstanding Non-Rata Letters of
Credit issued for the account of such Supplemental Borrower
have been, or arrangements are in place for them to be,
terminated, THEN such Guarantor's Guaranty shall automatically
terminate or such Supplemental Borrower shall automatically
cease to be a party to this Agreement.

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

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

(N) In respect of the potential introduction of a new currency
among members of the European Community:

(i) SECTION 1.1 is amended to add the following
new defined terms in alphabetical order with the other defined
terms in that section:

"EMU EVENT" means, in respect of member states of the
European Community, an event associated with economic and
monetary union in the European Community, including, without
limitation, each (and any combination) of (a) the introduction
of,

13 FIRST AMENDMENT
16
changeover to, or operation of the New Currency, (b) the
fixing of conversion rates between a member state's currency
and the New Currency or between the currencies of member
states, (c) the substitution of the New Currency for the
European Currency Units as the unit of account of the European
Community, (d) the introduction of the New Currency as lawful
currency in a member state (whether at the earliest date or
subsequently and whether in parallel with, or as a replacement
for, the currency which, before the introduction of the New
Currency, was lawful currency in that member state), (e) the
withdrawal from legal tender, by reason of the introduction of
the New Currency, of any currency that, before the
introduction of the New Currency, was lawful currency in one
of the member states, (f) the disappearance or replacement of
a relevant price source for the European Currency Units or the
national currency of any member state, (g) the failure of any
sponsor (or a successor sponsor) such as Reuters or Telerate
to publish a relevant rate, index, price, page, or screen,
and (h) any event in furtherance of any of the foregoing.

"NEW CURRENCY" means any single or unified European
lawful currency (whether known as the Euro or otherwise, and
whether for the whole European Community or for only several
member states).

(ii) A new SECTION 5.14 is added as follows:

SECTION 5.14 ECONOMIC AND MONETARY UNION. The
parties confirm that the occurrence or non-occurrence of an
EMU Event will not of itself (a) result in any full or partial
discharge (whether by frustration or otherwise), cancellation,
rescission, or termination of this Agreement, (b) entitle any
party unilaterally to fully or partially cancel, rescind,
terminate, or vary this Agreement, or (c) result in a Default
or Event of Default.

(O) Other Provisions. In respect of the Borrowers' request that
other amendments, clarifications, or corrections to the Credit Agreement be
made:

(i) In the definition of the term Eligible Assignee in
SECTION 1.1:

(a) The words "an Event of Default" are inserted
instead of the words "a Default" in CLAUSES (v) and (A)(z).

(b) The words "and Micro" are deleted from CLAUSE
(B)(y).

(ii) The period at the end of the definition of the term
Impermissible Qualification in SECTION 1.1 is replaced with a
semi-colon, and a proviso is added to the end of that definition as
follows:

PROVIDED, HOWEVER, 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.

14 FIRST AMENDMENT
17
(iii) CLAUSE (c)(iv) in the definition of the term
Indebtedness in SECTION 1.1 is entirely amended as follows:

(iv) leases of real or personal property not required to
be capitalized under FASB STATEMENT 13;

(iv) The definition of the term "Replacement Notice" in
SECTION 1.1 is entirely deleted.

(v) In SECTION 3.3.1 (a) after the word "Loan" and before
the first parenthetical, the words "under this Agreement" are inserted
and (B) the last proviso is entirely amended as follows:

PROVIDED THAT the direct Obligations of Micro with respect to
each Pro-Rata Extension shall rank PARI PASSU with Micro's
direct and contingent Obligations with respect to each
Non-Rata Revolving Loan to each Borrower.

(vi) The last proviso in SECTION 3.4.1 is entirely amended
as follows:

(vii) In SECTION 5.3, the eighth word "upon" is entirely
amended and replaced with the words "within 30 days after".

(viii) The first 38 words in SECTION 5.10 are entirely
amended as follows:

Upon the occurrence and during the continuance of any
Event of Default,

(ix) SECTION 8.1.5 is amended to add the words "and upon
reasonable advance notice" immediately after the 46th word "intervals"
in that section.

(x) SECTION 9.1.9(d) is amended by adding the word
"Material" immediately before the 40th word "Subsidiary" in that
section.

(xi) The word "Majority" in SECTION 9.5 is entirely
amended with the word "Required".

(P) Amendments to Guaranties. In respect of the Borrowers'
request for clarification of certain provisions in existing Guaranties, the
Relevant Required Lenders authorize the Administrative Agent to enter into
amendments to those Guaranties in substantially the forms of the attached
EXHIBITS ▇-▇, ▇-▇, ▇-▇, ▇-▇, and I-6.

(Q) Exhibits. The Credit Agreement is amended by adding to it
EXHIBITS ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, and M-1. EXHIBIT J is entirely amended
in the form of, and all references in the Credit Agreement to EXHIBIT J are
changed to, the attached AMENDED EXHIBIT J.

15 FIRST AMENDMENT
18
3. CONDITIONS PRECEDENT. Notwithstanding any contrary provision,
PARAGRAPH 2 above is not effective unless and until (A) all principal,
interest, fees, costs and expenses due under the Credit Agreement (as amended
by this amendment), all fees payable to either Agent in connection with this
amendment as agreed to between such Agent and Micro, and all outstanding fees
and expenses of counsel to the Agents are, in each case, paid in full to the
extent due and payable (and, unless an amount is otherwise provided by the Loan
Documents 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 by October 23, 1997) after giving effect to this
amendment, (B) as of the date of this amendment, the representations and
warranties in this amendment are true and correct, no Default exists, and since
December 31, 1996, no material adverse change in the business, results of
operations, or financial condition of Micro and its Consolidated Subsidiaries
(taken as a whole) has occurred, and (C) the Administrative Agent receives the
following, in each case (other than where a specified form is otherwise
provided by this amendment) in form and substance satisfactory to the
Administrative Agent (who may rely upon the advice of its special counsel in
making that determination):

(i) This Amendment. Either (A) counterparts of this
amendment duly executed and delivered by the Borrowers and by the
Required Lenders or (B) facsimile, telegraphic, or other written
confirmation of the execution of counterparts of this amendment.

(ii) Officers' Certificates. From each Obligor a
certificate, dated the date of this amendment and with counterparts
for each Lender (upon which each Lender may conclusively rely until
the Administrative Agent receives a further certificate of the
Secretary of the relevant Obligor canceling or amending the earlier
certificate), duly executed and delivered by the Secretary, Assistant
Secretary, or other authorized representative of such Obligor as to
(a) due authorization of the execution, delivery, and performance of
this amendment and all documents to be executed and delivered under
this amendment by such Obligor, and (b) the incumbency and signatures
of those of its officers authorized to act with respect to this
amendment and those documents to be executed by it.

(iii) Amendment Effective Date Certificate. A certificate,
dated the date of this amendment and with counterparts for each
Lender, duly completed and executed by the chief executive officer, an
Authorized Person, or the Treasurer of Micro, and substantially in the
form of the attached EXHIBIT F-1 (and all documents and agreements
required to be appended to that certificate must be in form and
substance satisfactory to the Administrative Agent).

(iv) Opinion of Counsel. An opinion of counsel, dated the
date of this amendment and addressed to the Agents and all of the
Lenders, from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of Micro, covering
the matters set forth in EXHIBIT M-1.

4. REPRESENTATIONS. To induce the Relevant Required Lenders to enter
into this amendment and the Administrative Agent to enter into the amendments
to the Guaranties described above, Borrowers (for themselves and each other
Obligor) jointly and severally represent and warrant to the Agents, the
Co-Agents, and the Lenders as follows:

(A) Credit Agreement. Each of the representations and warranties
of each Obligor set forth in ARTICLE VII of the Credit Agreement (excluding
those contained in SECTION 7.8) is true and correct as though made on and as of
the date of this amendment (unless stated to relate solely to an earlier date,
in

16 FIRST AMENDMENT
19
which case, such representations and warranties shall be true and correct as of
such earlier date) with each reference in those representations to "this
Agreement," the "Loan Documents," "hereof," "hereunder," "thereof,"
"thereunder," and words of like import being, for purposes of this clause,
references to the Credit Agreement and the Loan Documents, in each case as
amended by this amendment.

(B) Enforceability. Upon execution and delivery by the Borrowers
and the Required Lenders, this amendment will constitute valid and binding
obligations of each Obligor, enforceable against it in accordance with this
amendment's 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.

(C) Obligors. As of the date of this amendment, the only Obligors
under the Credit Agreement and Loan Documents are Micro, Coordination Center,
Micro Singapore, and Micro Canada.

5. RATIFICATIONS. To induce the Relevant Required Lenders to enter into
this amendment and the Administrative Agent to enter into the amendments to the
Guaranties described above, each Borrower (A) ratifies and confirms all
provisions of the Credit Agreement and other Loan Documents to which it is a
party, as amended by this amendment, and (B) ratifies and confirms that all
guaranties granted in favor of any of the Agents or the Lenders under the Loan
Documents (as they may have been renewed, extended, amended, or supplemented)
are not released, reduced, or otherwise adversely affected by this amendment,
those amendments to Guaranties, or any other Loan Document, and continue to
guarantee full payment and performance of the present and future Obligations.

6. ADDITIONAL GUARANTIES. The Borrowers and the Relevant Required
Lenders agree that Micro shall cause ▇▇▇▇▇▇ Micro Holdings Limited and ▇▇▇▇▇▇
Micro (UK) Limited to both comply with the provisions of SECTION 8.1.10 by no
later than November 30, 1997.

7. MISCELLANEOUS.

(A) Credit Agreement and Loan Documents. Upon the effectiveness
of PARAGRAPH 2 above, all references in the Loan Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this amendment. This
amendment is a "Loan Document" referred to in the Credit Agreement, and the
provisions relating to Loan Documents in the Credit Agreement are incorporated
in this amendment by reference. Except as specifically amended and modified in
this amendment, the Credit Agreement is unchanged and continues in full force
and effect, and this amendment is not otherwise a waiver or any right, power,
or remedy of any Agent, Co-Agent, or Lender under, or waiver of any provision
of, any Loan Document. No change, waiver, or discharge of any provision of
this amendment is valid unless in writing that is signed by the party against
whom it is sought to be enforced.

(B) Governing Law. This amendment shall be deemed to be a
contract made under and governed by the laws of the State of New York, United
States of America.

(C) Counterparts. This amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
amendment. All counterparts shall be construed together to constitute one and
the same amendment.

REMAINDER OF PAGE INTENTIONALLY BLANK. THIS PAGE IS FOLLOWED BY A

17 FIRST AMENDMENT
20
SIGNATURE PAGE FOR MICRO AND THE SUPPLEMENTAL BORROWERS,
FOLLOWED BY SEPARATE SIGNATURE PAGES FOR THE RELEVANT REQUIRED LENDERS.

18
FIRST AMENDMENT
21