AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1

TO CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of July 17, 2008 (this “Amendment”), to the Credit Agreement, dated as of August 23, 2007 (as amended, supplemented and restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among XXXXXX MICRO INC., a Delaware corporation (“Micro”), XXXXXX MICRO COORDINATION CENTER B.V.B.A., a company organized under the laws of The Kingdom of Belgium (“Coordination Center”), XXXXXX MICRO EUROPE TREASURY LLC, a Delaware limited liability company (“Treasury” and together with Micro and Coordination Center, the “Borrowers”), the various financial institutions parties thereto (the “Lenders”), The Bank of Nova Scotia, as the Administrative Agent for the Lenders, and Bank of America, N.A., as the Syndication Agent for the Lenders.

W I T N E S S E T H :

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

WHEREAS, the Lenders party hereto and the Administrative Agent are willing to amend the Existing Credit Agreement on the terms and conditions set forth below;

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

PART I

DEFINITIONS

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

PART II

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the First Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part.

SUBPART 2.1. Section 8.2.1(a)(ii) of the Existing Credit Agreement is hereby amended by deleting the date “March 31, 2007” in both places such date appears and replacing it with the date “March 29, 2008”.

SUBPART 2.2. Section 8.2.2(a) of the Existing Credit Agreement is hereby amended by deleting the date “March 31, 2007” therefrom and replacing it with the date “March 29, 2008”.

SUBPART 2.3. Items 8.2.1(a)(ii) (Ongoing Indebtedness) and 8.2.2(a) (Existing Liens) of the Disclosure Schedule to the Existing Credit Agreement are hereby deleted and replaced with the Items 8.2.1(a)(ii) and 8.2.2(a) attached to this Amendment.

SUBPART 2.4. Section 8.2.1(b) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

(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, Indebtedness of any Subsidiary of Micro in respect of the credit agreement dated as of July 17, 2008 among Micro, various lenders and Scotia Capital, as administrative agent, and Indebtedness constituting Acquired Existing Debt and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to be violated.

PART III

CONDITIONS TO EFFECTIVENESS

SUBPART 3.1. Effective Date.  This Amendment shall become effective on the date (the “First Amendment Effective Date”) when all of the conditions set forth in this Part have been satisfied to the satisfaction of the Administrative Agent.

SUBPART 3.1.1. Execution of Counterparts.  The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the Required Lenders and itself.

SUBPART 3.1.2. Satisfactory Legal Form.  All documents executed or submitted pursuant hereto shall be satisfactory in form and substance to the Administrative Agent and its counsel.  The Administrative Agent and its counsel shall have received all information and such counterpart originals or such certified or other copies of such materials, as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment shall be satisfactory to the Administrative Agent and its counsel.

The Administrative Agent shall promptly notify the Borrower and the Lenders when the foregoing conditions have been satisfied and the occurrence of the First Amendment Effective Date, and such notice shall be conclusive and binding on all parties to the Credit Agreement.

PART IV

MISCELLANEOUS PROVISIONS

SUBPART 4.1. Loan Document pursuant to Existing Credit Agreement.  This Amendment is a Loan Document pursuant to the Existing Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement.  Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Existing Credit Agreement as modified hereby.

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SUBPART 4.2. Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 4.3. Limited Amendments.  The foregoing amendments shall be limited precisely as written and in no event shall be deemed to constitute an amendment of any other term, provision or condition of the Existing Credit Agreement or any other Loan Document or prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document.  In furtherance of the foregoing, except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement shall remain unchanged and shall continue to be in full force and effect in accordance with their respective terms.

SUBPART 4.4. Governing Law; Entire Agreement.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  This Amendment constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

SUBPART 4.5. Payment of Fees and Expenses.  The Borrowers hereby agree to pay and reimburse the Administrative Agent for all its reasonable fees and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and related documents, including all reasonable fees and disbursements of Xxxxx Xxxxx LLP, counsel to the Administrative Agent.

SUBPART 4.6. Execution in Counterparts.  This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

SUBPART 4.7. Representations and Warranties.  In order to induce each Lender to enter into this Amendment, each Borrower hereby represents and warrants that (i) no Default exists on the First Amendment Effective Date, both before and after giving effect to this Amendment, and (ii) on the First Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties contained in the Existing Credit Agreement and in the other Loan Documents are true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

SUBPART 4.8. Headings.  The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.

XXXXXX MICRO INC.				XXXXXX MICRO COORDINATION CENTER, B.V.B.A.
By:	/s/ Xxxxx Xxxxx			By:	/s/ Xxx Xxxxxx
	Name:	Xxxxx Xxxxx			Name: Xxx Xxxxxx
	Title:	President and Chief Operating			Title:   Executive Vice President and
		Officer			President EMEA
By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Executive Vice President and
		Chief Financial Officer
XXXXXX MICRO EUROPE TREASURY LLC
By:  Xxxxxx Micro Inc.,  as its sole member
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	President and Chief Operating
		Officer, Xxxxxx Micro Inc.
	Manager, Xxxxxx Micro Europe
	Treasury LLC

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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	XXX XXXX XX XXXX XXXXXX
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title:    Director

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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	BANK OF AMERICA, N.A.
	By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxx
		Title:   Managing Director

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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	XXXXX XXXX XX XXXXXXXXXX, N.A.
	By:	/s/ Xxxxx Xxxx
		Name:  Xxxxx Xxxx
		Title:    Vice President

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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	KEYBANK NATIONAL ASSOCIATION
	By:	/s/ Xxxxx Xxxx
		Name:  Xxxxx Xxxx
		Title:    Vice President

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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	MIZUHO CORPORATE BANK, LTD.
	By:	/s/ Xxxxxxx Xxxx
		Name:  Xxxxxxx Xxxx
		Title:     Authorized Signatory

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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	BNP PARIBAS
	By:	/s/ Xxxxxx Xxxxxx
		Name:  Xxxxxx Xxxxxx
		Title:     Managing Director
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title:    Director

One of Several Signature Pages to

Amendment No. 1 to Credit Agreement

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