AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 30, 2009, among COLOR EDGE LLC (f/k/a MCEI, LLC), a Delaware limited liability company (“ MCEI ”), COLOR EDGE VISUAL LLC (f/k/a MCEV, LLC), a Delaware limited liability company (“ MCEV ”) and CRUSH CREATIVE LLC (f/k/a MCRU, LLC) a Delaware limited liability company (“MCRU”; each of MCEI, MCEV and MCRU, herein referred to as a “ Borrower ” and, collectively, as the “ Borrowers ”), MERISEL, INC., a Delaware corporation (“ Merisel ”), MERISEL AMERICAS, INC., a Delaware corporation (“ Merisel Americas ”) and certain other affiliates of the Borrowers as guarantors (“ Subsidiary Guarantors ”; each of Merisel, Merisel Americas and the Subsidiary Guarantors, a “ Corporate Guarantor ” and, collectively, the “ Corporate Guarantors ”) and AMALGAMATED BANK, a New York banking corporation (the “ Lender ”).

WHEREAS, the Borrowers, the Corporate Guarantors and the Lender are party to that certain Credit Agreement, dated as of March 1, 2005, as amended by Amendment No. 1 thereto, dated as of August 8, 2005, as further amended by Amendment No. 2 thereto, dated as of February 27, 2008, and as further amended by Amendment No. 3 thereto, dated as of March 26, 2009 (as so amended and in effect on the date immediately prior to giving effect to the amendment and restatement contemplated hereby, the “ Existing Credit Agreement ”); and

WHEREAS, the parties hereto desire to enter into this Agreement to amend and restate, in its entirety, the Existing Credit Agreement to, among other things, (i) delete all references to any obligations of the Borrowers under the Term Loans (as such term is defined in the Existing Credit Agreement), (ii) reduce the Revolving Credit Commitment from $15,500,000 to $12,000,000 and (iii) permit a decrease in or change in control of the outstanding Capital Stock (as defined below) of Merisel, all on, and subject to, the terms and conditions set forth in this Agreement;

WHEREAS, the Borrowers have secured and desire to continue to secure and Corporate Guarantors have guaranteed and are willing to continue to guaranty all of the Obligations of the Borrowers by granting to Lender a first priority perfected Lien upon all of their respective personal property; and

WHEREAS, on or prior to the Restatement Effective Date, the Borrowers will pay in full, discharge or otherwise satisfy all obligations arising under the Term Loans (as such term is defined in the Existing Credit Agreement).

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrowers, the Corporate Guarantors and Lender agree that the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

1.1   Defined Terms .  As used in this Agreement, the following terms shall have the following meanings:

“ Account Control Agreement ”: as defined in the Security Agreement.

“ Acquisition ”: as to any Person, the acquisition by such Person of (a) Capital Stock of any other Person if, after giving effect to the acquisition of such Capital Stock, such other Person would be a Subsidiary, (b) all or substantially all of the assets of any other Person or (c) assets constituting one or more business units of any other Person.

“ Advertising Props ”: Advertising Props, Inc., a Georgia corporation, and a Corporate Guarantor under this Agreement.

“ Affiliate ”: as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “ control ” of a Person (including, with its correlative meanings, “ controlled by ” and “ under common control with ”) means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Aggregate Outstanding Revolving Credit Extensions of Credit ”: at any time, an amount equal to the aggregate principal amount of all Revolving Credit Loans made by the Lender then outstanding.

“ Agreement ”: this Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“ Applicable Lending Office ”: the lending office of the Lender designated for any Loan on Schedule 1.0 hereto (or any other lending office from time to time notified to the Borrowers by the Lender) as the office at which such Loans are to be made and maintained.

“ Asset Sale ”: any sale, lease or other disposition of property or series of related sales, leases or other dispositions of property (excluding any such sale, leases or other disposition (i) permitted by clauses (b), (c) and (d) of Section 9.6 and (ii) in respect of the Cary Property) which yields gross proceeds to any Borrower or any of the other Loan Parties (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $250,000.

“ Available Revolving Credit Commitment ”: at any time, an amount equal to the excess, if any, of (a) the amount of the Lender’s Revolving Credit Commitment at such time over (b) the Lender’s Revolving Credit Loans outstanding at such time.

(a)   “ Base Rate ”: for any day, the rate per annum (rounded upward, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  For purposes hereof: “ Prime Rate ” shall mean the rate of interest publicly announced by the Lender in New York, New York from time to time as its base rate (the base rate not being intended to be the lowest rate of interest charged by the Lender in connection with extensions of credit to debtors).  Notwithstanding the foregoing, if at any time the Base Rate does not exceed 3.25% (the “ Base Rate Floor ”), then the Base Rate shall automatically be increased to and be defined as the Base Rate Floor until such time as the Base Rate exceeds the Base Rate Floor.

“ Base Rate Loan ”: a loan the rate of interest applicable to which is based upon the Base Rate.

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ” or “ Borrowers ”: as defined in the heading hereto.

“ Borrower Acquisitions ”: collectively, the MCEI Acquisition, the MCEV Acquisition and the MCRU Acquisition.

“ Borrowing Base ”: at any time, 80% of the then Eligible Accounts.  The Borrowing Base in effect at any time shall be the Borrowing Base as shown on the Borrowing Base Certificate most recently delivered by the Borrowers pursuant to this Agreement; provided , however , that if the Borrowers shall fail to deliver a Borrowing Base Certificate when required pursuant to Section 8.2(c), the Borrowing Base in effect shall be zero until such Borrowing Base Certificate is delivered.

“ Borrowing Base Certificate ”: a certificate, substantially in the form of Exhibit H, with appropriate insertions, showing the Borrowing Base as of the date set forth therein, and executed on behalf of the Borrowers by a duly authorized officer thereof.

“ Borrowing Date ”: any Business Day specified in a notice pursuant to Section 3.2 as a date on which the Borrowers request the Lender to make Loans hereunder.

“ Business ”: as defined in Section 6.22(b).

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all similar ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“ Cary Property ”: any interest in that certain property designated as Lot 1-A, containing 29.192 acres, located in Cary, North Carolina owned or to be owned by Merisel or any of its Subsidiaries.

“ Cash Equivalents ”: (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of the Lender or of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of the Lender or of any commercial bank satisfying the requirements of clause (b) of

“ Change of Control ”: at any time on or after the Restatement Effective Date, (i) Merisel shall fail to have legal and beneficial title to Capital Stock of any Borrower representing 50.1% or more of the aggregate ordinary voting power or economic interests represented by the issued and outstanding equity securities of such Borrower, (ii) any Person who is not  Stonington, any Affiliate of Stonington, or a limited partner of Stonington  acquires legal and beneficial title to Capital Stock of Merisel representing thirty-five percent (35%) or more of the aggregate ordinary voting power or economic interests represented by the issued and outstanding equity securities of Merisel, or (iii) the Continuing Directors shall not constitute at least 50% of the elected and acting members of the board of directors of Merisel.

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: all property and interests in property of the Loan Parties, now owned or hereinafter acquired, upon which a Lien is purported to be created by any Security Document.

“ Collateral Assignment of Purchase Agreement ”: each of the Collateral Assignment of Rights to Asset Purchase Agreement related to (a) the MCEI Acquisition Agreement executed by MCEI and the other parties to the MCEI Acquisition Agreement, (b) the MCEV Acquisition Agreement, executed by MCEV and the other parties to the MCEV Acquisition Agreement and (c) the MCRU Acquisition Agreement, executed by MCRU and the other parties to the MCRU Acquisition Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

 “ Collateral Certificate ”: the collateral certificate to be executed and delivered by each Loan Party in form and substance satisfactory to the Lender, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms and conditions of the Loan Documents.

“ Color Edge ”: Color Edge, Inc., a New York corporation.

“ Color Edge Visual ”: Color Edge Visual, Inc., a New York corporation.

“ Commitment ”: the Revolving Credit Commitment.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, which is under common control with any Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes any Borrower and which is treated as a single employer under Section 414(b) or (c) of the Code or, for purposes of the Code, Section 414(m) or (o) of the Code.

“ Comp 24 ”: Comp 24, LLC, a Delaware limited liability company, and a Corporate Guarantor under this Agreement.

“ Consolidated EBITDA ”: for any period with respect to Merisel and its Subsidiaries, the sum, without duplication, for such period of (a) Consolidated Net Income of Merisel and its consolidated Subsidiaries for such period, (b) the sum of provisions for such period for income taxes, interest expense, and depreciation and amortization expense used in determining such Consolidated Net Income, (c) amounts deducted in accordance with GAAP in respect of other extraordinary or non-recurring non-cash losses (or minus amounts added in accordance with GAAP in respect of any extraordinary or non-recurring non-cash gains) in determining such Consolidated Net Income; provided , that Consolidated EBITDA shall in any event exclude, from and after the Restatement Effective Date (including the Original Closing Date, in the case of the initial Loans made hereunder), the amount of any non-cash income recognized during any period for which Consolidated EBITDA is determined.  For purposes of this definition, income or loss arising out of Merisel’s tax loss carryforward assets, goodwill impairment determinations or impairment determinations with respect to other balance sheet intangible assets shall be treated as an extraordinary or non-recurring non-cash loss.

“ Consolidated Net Income ”: for any period with respect to Merisel and its Subsidiaries, the consolidated net income (or deficit) of Merisel and its consolidated Subsidiaries for such period (taken as a cumulative whole), determined in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any other Person accrued prior to the date it becomes a Subsidiary of Merisel or is merged into or consolidated with Merisel or any Subsidiary of Merisel, (b) the income (or deficit) of any Person (other than a Subsidiary of Merisel) in which Merisel or any Subsidiary of Merisel has an ownership interest, except to the extent that any such income has been actually received by Merisel or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary of Merisel to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation, Governing Document or Requirement of Law applicable to such Subsidiary, (d) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period, (e) any aggregate net gain or net loss during such period arising from the sale, exchange or other disposition of capital assets (such term to include all fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities), (f) any write-up of any asset, (g) any net gain from the collection of the proceeds of life insurance policies, (h) any gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of Merisel or any of its Subsidiaries, (i) in the case of a successor to Merisel or any of its Subsidiaries by consolidation or merger or as a transferee of its assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets, and (j) any deferred credit representing the excess of equity in any Subsidiary of Merisel at the date of acquisition over the cost of the investment in such Subsidiary.

“ Consolidated Net Worth ”: as of any date of determination with respect to the Borrowers and the other Loan Parties, all items, which in conformity with GAAP, would be included under shareholders’ or members’ equity on a consolidated balance sheet of such Borrower and such Loan Parties as of such date.

“ Consolidated Tangible Net Worth ”: as of any date of determination with respect to each Borrower and the other Loan Parties, Consolidated Net Worth as of such date, minus the amount of all intangible assets which in conformity with GAAP would be carried on a consolidated balance sheet of such Borrower and such Loan Parties as of such date.

“ Continuing Directors ” means an individual (a) who was a member of the board of directors of Merisel on the Restatement Effective Date, or (b) who at any time after the Restatement Effective Date becomes a member of the board of directors of Merisel as a result of an expansion of the number of members of the board of directors.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Convertible Preferred ”:  600,000 shares of convertible preferred stock, par value $.01 per share, of Merisel, designated pursuant to the Certificate of Designation of Convertible Preferred Stock of Merisel, Inc. filed with the Securities and Exchange Commission as Exhibit 99.2 to the Current Report on Form 8-K dated June 9, 2000.

“ Corporate Guarantee ”: the guarantee executed and delivered by each of the Corporate Guarantors, substantially in the form of Exhibit D, as the same may be amended, supplemented or otherwise modified from time to time.

“ Corporate Guarantors ”: each of the Persons from time to time parties to the Corporate Guarantee as guarantors; as of the Restatement Effective Date, the Corporate Guarantors are Merisel, Merisel Americas, Comp 24, Fuel Digital, Dennis Curtin, MADP and Advertising Props.

“ Credit Exposure ”: as to the Lender at any time the Revolving Credit Commitment (or, if the Revolving Credit Commitment shall have expired or been terminated, the aggregate unpaid principal amount of the Revolving Credit Loans).

“ Crush Creative ”: Crush Creative, Inc., a California corporation.

“ Default ”: any of the events specified in Section 10, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Dennis Curtin ”: Dennis Curtin Studios, LLC, a Delaware limited liability company, and a Corporate Guarantor under this Agreement.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States of America.

“ Eligible Accounts ”: as to any Borrower, at a particular date, the total outstanding balance of accounts receivable (“ Accounts ”) of such Borrower, minus (without duplication) the sum of the following as reasonably determined by the Lender: (a) Accounts which are not bona fide, valid and legally enforceable obligations of the obligor in respect thereof that arise from the actual sale and delivery of goods or rendition and acceptance of services to such obligor in the ordinary course of business of such Borrower; (b) Accounts which have not been documented by an invoice in a customary form used by such Borrower and reasonably acceptable to the Lender (it being agreed by the Lender that the invoice forms currently used by such Borrower are acceptable to the Lender); (c) Accounts which contravene, or arise from sales which contravene, any Requirement of Law applicable thereto, where such contravention could be reasonably expected to affect adversely the collectibility or value of such Accounts; (d) Accounts which have been invoiced by such Borrower which have been outstanding and unpaid for 100 days or more from the date of invoice thereof (“ Past Due Receivables ”); (e) the lesser of (i) Accounts of any obligor which is both a customer of and a vendor to such Borrower and (ii) the amount owing by such Borrower to such obligors; (f) if more than 50% of the Accounts of any obligor constitute Past Due Receivables, the Accounts of such obligor; (g) Accounts which arise from a bill and hold sale prior to the shipment of the goods that are the subject thereof; (h) Accounts of any obligor which is an Affiliate or Subsidiary of such Borrower; (i) Accounts (“ Foreign Accounts ”) of any obligor which is organized under the laws of a jurisdiction, or is located, outside the United States of America, unless such Accounts have not remained unpaid more than 60 days after the earlier of the date of invoice and the date of shipment of the related goods, and (1) each such Account is supported by a letter of credit in favor of such Borrower approved by the Lender in its reasonable business judgment or by credit insurance reasonably acceptable to the Lender, which letter of credit or credit insurance is subject to a perfected first priority security interest in favor of the Lender or (2) such obligor is, in the reasonable business judgment of the Lender, creditworthy in relation to the amount of credit extended to such customer by such Borrower and has been, prior to the time any trade credit is advanced to such obligor, approved in writing by the Lender; (j) Accounts of the United States of America or any instrumentality thereof, unless such Borrower duly assigns its rights to payment of such Accounts to the Lender pursuant to the Assignment of Claims Act of 1940, as amended from time to time (31 U.S.C. § 3723 et seq. ); (k) Accounts which are not denominated and payable in Dollars in the United States of America; (1) Accounts which are not subject to a perfected first priority security interest in favor of the Lender pursuant to the Security Agreement, other than Foreign Accounts meeting the requirements for inclusion set forth in clause (i) of this definition; (m) Accounts which do not conform in all material respects to the representations and warranties contained in the Security Agreement with respect thereto; (n) Accounts of obligors which are the subject of any bankruptcy or insolvency proceeding of any kind (unless such obligor has debtor-in-possession financing or credit support reasonably acceptable to the Lender and such Account (to the extent not covered by credit insurance or supported by a letter of credit in favor of such Borrower) constitutes a post-petition claim against such obligor); and (o) such other Accounts as the Lender, in its reasonable judgment, believes will not be paid in full within 100 days of the date of invoice thereof (as promptly notified by the Lender to such Borrower).

“ Environmental Laws ”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Event of Default ”: any of the events specified in Section 10; provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Exchange Act ”: the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Existing Credit Agreement ”: as defined in the Recitals.

“ Existing Financing Documents ”: the Existing Credit Agreement, all “Loan Documents” (as defined therein), and all other agreements, instruments or documents entered into in connection therewith or pursuant thereto.

“ Facility ”: the Revolving Credit Facility.

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

“ Financing Lease ”: any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

“ Fuel Digital ”: Fuel Digital, LLC, a Delaware limited liability company, and a Corporate Guarantor under this Agreement.

“ GAAP ”: generally accepted accounting principles in the United States of America in effect from time to time.

“ Governing Documents ”: as to any Person, its articles or certificate of incorporation and by-laws, its partnership agreement, its certificate of formation and operating agreement, and/or the other organizational or governing documents of such Person.

“ Governmental Authority ”: any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“ Guarantor ”: any Person executing and delivering the Corporate Guarantee, or becoming party to the Corporate Guarantee (by supplement or otherwise), pursuant to this Agreement.

“ Hedge Agreement ”: any interest rate or currency swap, cap or collar agreement or similar arrangement or foreign exchange contract entered into by any Borrower or any of its Subsidiaries providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, (e) all liabilities secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (1) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, and (g) for the purposes of Section 10(e) only, all obligations of such Person in respect of Hedge Agreements.  The amount of any Indebtedness under (x) clause (e) shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the property subject to the relevant Lien and (y) clause (g) shall be the net amount, including any net termination payments, required to be paid to a counterparty rather than the notional amount of the applicable Hedge Agreement.

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Interest Payment Date ”: the last Business Day of each March, June, September and December.

“ Lender ”: as defined in the heading hereto.

“ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing.

“ Loan ”: any loan made by the Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Notes, the Corporate Guarantee and the Security Documents, together with all other related agreements, documents and instruments delivered in connection therewith, each as amended, supplemented or otherwise modified from time to time.

“ Loan Parties ”: each of the Borrowers, Merisel, Merisel Americas, and each of their present and future Subsidiaries as Corporate Guarantors.

“ MADP ”: MADP, LLC, a Delaware limited liability company, and a Corporate Guarantor under this Agreement.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of the Loan Parties taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Lender hereunder or thereunder.

“ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under, or which form the basis of liability under, any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation, medical waste, radioactive materials and electromagnetic fields.

“ MC24 ”:  COMP 24 LLC (f/k/a MC24, LLC), a Delaware limited liability company, and a Corporate Guarantor under this Agreement.

“ MC24 Acquisition ”: the purchase by MC24 of all of the assets of Comp 24 pursuant to the MC24 Acquisition Documents.

“ MC24 Acquisition Agreement ”: the Asset Purchase Agreement, dated as of December 24, 2004, by and among MC24, Merisel, Comp 24, as seller and the members of the seller that are parties thereto.

“ MC24 Acquisition Documents ”: collectively, the MC24 Acquisition Agreement and any other documents executed in connection with the MC24 Acquisition.

“ MC24 Obligations ”: the obligations of MC24 to the Lender, created at any time pursuant to a loan agreement between MC24 and the Lender; provided , however , that such loan agreement shall only be entered into subsequent to the consummation of the MC24 Acquisition.

“ MCEI ”: Color Edge LLC (f/k/a MCEI, LLC), a Delaware limited liability company, and a Borrower under this Agreement.

“ MCEI Acquisition ”: the purchase by MCEI of all of the assets of Color Edge pursuant to the MCEI Acquisition Documents.

“ MCEI Acquisition Agreement ”: the Asset Purchase Agreement, dated as of December 24, 2004, by and among MCEI, Merisel, Color Edge, as seller and the shareholders of the seller that are parties thereto.

“ MCEI Acquisition Documents ”: collectively, the MCEI Acquisition Agreement and any other documents executed in connection with the MCEI Acquisition.

“ MCEV ”: Color Edge Visual LLC (f/k/a MCEV, LLC), a Delaware limited liability company, and a Borrower under this Agreement.

“ MCEV Acquisition ”: the purchase by MCEV of all of the assets of Color Edge Visual pursuant to the MCEV Acquisition Documents.

“ MCEV Acquisition Agreement ”: the Asset Purchase Agreement, dated as of December 24, 2004, by and among MCEV, Merisel, Color Edge Visual, as seller, Photobition, as seller and the shareholders of the sellers that are parties thereto.

“ MCEV Acquisition Documents ”: collectively, the MCEV Acquisition Agreement and any other documents executed in connection with the MCEV Acquisition.

“ MCRU ”: MCRU, LLC, a Delaware limited liability company, and a Borrower under this Agreement.

“ MCRU Acquisition ”: means the purchase by MCRU of all or substantially all of the assets of Crush Creative pursuant to the MCRU Acquisition Documents.

“ MCRU Acquisition Agreement ”: the Asset Purchase Agreement, dated as of July 6, 2005, by and among MCRU, Merisel, Crush Creative, as seller and the shareholders of the seller that are parties thereto, and any amendments thereto.

“ MCRU Acquisition Documents ”: collectively, the MCRU Acquisition Agreement and any other documents executed in connection with the MCRU Acquisition.

“ Merisel ”: as defined in the heading to this Agreement and a Corporate Guarantor under this Agreement.

“ Merisel Americas ”: as defined in the heading to this Agreement and a Corporate Guarantor under this Agreement.

“ Multiemployer Plan ”: a Plan which is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and which is subject to Title IV of ERISA.

“ Net Cash Proceeds ”: with respect to any sale, lease, transfer or other disposition of any property or assets, or the incurrence or issuance of any Indebtedness, or the sale or issuance of any Capital Stock in any Person, or the receipt of any capital contributions, as the case may be, the aggregate amount of cash received from time to time (whether as initial consideration or through payment or disposition of deferred consideration) by or on behalf of such Person for its own account in connection with any such transaction, after deducting therefrom only:

(a)           reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other similar fees, costs and commissions that, in each case, are actually paid at the time of receipt of such cash to a Person that is not a Subsidiary or Affiliate of any of the Loan Parties or any of their Subsidiaries or Affiliates;

(b)           the amount of taxes payable in connection with or as a result of such transaction that, in each case, are actually paid at the time of receipt of such cash to the applicable taxation authority or other Governmental Authority or, so long as such Person is not otherwise indemnified therefor, are reserved for in accordance with GAAP, as in effect at the time of receipt of such cash, based upon such Person’s reasonable estimate of such taxes, and paid to the applicable taxation authority or other Governmental Authority within 180 days after the date of receipt of such cash; and

(c)           in the case of any sale, lease, transfer or other disposition of any property or asset, the outstanding principal amount of, the premium or penalty, if any, on, and any accrued and unpaid interest on, any Indebtedness (other than Indebtedness under or in respect of the Loan Documents) that is secured by a Lien on the property and assets subject to such sale, lease, transfer or other disposition and is required to be repaid under the terms of such Indebtedness as a result of such sale, lease, transfer or other disposition, in each case, to the extent that the amounts so deducted are actually paid at the time of receipt of such cash to a Person that is not an Affiliate of any of the Loan Parties or any of their Affiliates;

provided , that any and all amounts so deducted by any such Person pursuant to clauses (a) through (c) of this definition shall be properly attributable to such transaction or to the property or asset that is the subject thereof and provided , further , that if, at the time any of the taxes referred to in clause (b) are actually paid or otherwise satisfied, the reserve therefor exceeds the amount paid or otherwise satisfied, then the amount of such excess reserve shall constitute “Net Cash Proceeds” on and as of the date of such payment or other satisfaction for all purposes of this Agreement and, to the extent required under Section 5.6, the applicable Borrowers shall reduce the Commitments on such date in accordance with the terms of Section 5.6, and shall prepay the Loans outstanding on such date in accordance with the terms of Section 5.6, in an amount equal to the amount of such excess reserve.

“ Non-Excluded Taxes ”: as defined in Section 5.12(a).

“ Note ”: the reference to the Revolving Credit Note.

“ Obligations ”: the Revolving Credit Obligations.

“ Original Closing Date ”: March 1, 2005.

“ Over Advance ” as defined in Section 5.1(c).

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Permitted Acquisition ”: an acquisition of a business whereby (a) Merisel has notified the Lender of such proposed acquisition; (b) the business to be acquired would not subject the Lender to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Document; (c) no contingent liabilities or Indebtedness will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse Effect; and (d) Merisel has delivered to the Lender a certificate of Merisel certifying that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Photobition ”: Photobition New York, Inc., a Delaware corporation.

“ Plan ”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which any Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

“ Pledge Agreement ”: the Pledge Agreement executed and delivered by the Loan Parties party thereto, substantially in the form of Exhibit B, as the same may be amended, supplemented or otherwise modified from time to time.

“ Prior Crush Creative Credit Agreement ”: the Credit Agreement, dated as of September 15, 2004, as amended by the December 15, 2004 Amendment and as extended by the March 25, 2005 Amendment, between Crush Creative and the Prior Crush Creative Creditor, the Promissory Note, dated November 26, 2003, made by Crush Creative in favor of the Prior

“ Prior Crush Creative Creditor ”: Mellon 1 st Business Bank, as lender under the Prior Crush Creative Credit Agreement, together with all successors, assigns, participants thereof or therewith and other Persons to which any amounts are owed pursuant to the Existing Financing Documents.

“ Prior Crush Creative Financing Documents ”: the Prior Crush Creative Credit Agreement, all “Loan Documents” (as defined therein), and all other agreements, instruments or documents entered into in connection therewith or pursuant thereto. “ Properties ”: as defined in Section 6.22.

“ Qualified Counterparty ”: with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was the Lender or an affiliate of the Lender.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Loan Party with a value in excess of $100,000.

“ Regulation U ”: Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Borrower or any of its Subsidiaries in connection therewith which are not applied to reduce the Revolving Credit Commitments pursuant to Section 5.6(c) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which any Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary Guarantor) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets (directly or through the purchase of the Capital Stock of a Person pursuant to an Acquisition) useful in its business.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets (directly or through the purchase of the Capital Stock of a Person pursuant to an Acquisition) useful in the Borrower’s or any of its Subsidiaries’ business.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring six months after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets (directly or through the purchase of the Capital Stock of a Person pursuant to an Acquisition) useful in such Borrower’s or any of its Subsidiaries’ business with all or any portion of the relevant Reinvestment Deferred Amount.

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg. § 4043.

“ Requirement of Law ”: as to any Person, the certificate of incorporation and by-laws or other organizational or Governing Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ”: the chief executive officer and the president of each Borrower or, with respect to financial matters, the chief financial officer of each Borrower, or if a Borrower does not employ a chief executive officer, president or chief financial officer, then the manager of such Borrower, if applicable.

“ Restatement Effective Date ”: the date on which the conditions precedent set forth in Section 7.1 shall be satisfied or waived.

“ Restricted Payments ”: as defined in Section 9.7.

“ Revolving Credit Commitment ”: the obligation of the Lender to make Revolving Credit Loans to the Borrowers pursuant to Section 3.1 in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite the Lender’s name on Schedule 1.0 under the caption “Revolving Credit Commitment” or, as the case may be, in an Assignment and Acceptance, as such amount may be changed from time to time in accordance with the provisions of this Agreement.  The aggregate amount of the Revolving Credit Commitment as of the Restatement Effective Date is $12,000,000.

“ Revolving Credit Commitment Period ”: the period from and including April 15, 2009 to the Revolving Credit Termination Date or such earlier date on which the Revolving Credit Commitments shall terminate as provided herein.

“ Revolving Credit Facility ”: the Revolving Credit Commitments and the extensions of credit made thereunder.

“ Revolving Credit Loans ”: as defined in Section 3.1.

“ Revolving Credit Note ”: as defined in Section 5.4(e).

“ Revolving Credit Obligations ”: the unpaid principal amount of and interest (including, without limitation, interest accruing after the maturity of the Revolving Credit Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Revolving Credit Loans, and all other obligations and liabilities of the Loan Parties to the Lender arising in connection with the Revolving Credit Loans, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with this Agreement, the Revolving Credit Note, the Corporate Guarantee, the Security Documents, any other Loan Documents, and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Lender that are required to be paid by a Loan Party pursuant to the terms of the Loan Documents) or otherwise.

“ Revolving Credit Termination Date ”: means August 31, 2011; provided that the Revolving Credit Termination Date may be extended for one or more 364-day periods at the sole discretion of the Lender as set forth in this paragraph.  So long as no Default or Event of Default has occurred and is continuing, if Borrowers request, by written notice to the Lender, given no earlier than 120 days prior to the then current Revolving Credit Termination Date, but in any event, no later than 90 days prior to the then current Revolving Credit Termination Date, that such Revolving Credit Termination Date be extended for a period of 364 days, the Lender may, in its sole discretion, agree to such request by providing written notice to that effect to Borrowers no later than 30 days prior to the then current Revolving Credit Termination Date, in which case, such Revolving Credit Termination Date shall be deemed so extended from the then current Revolving Credit Termination Date and the last day of such 364 day period shall become the Revolving Credit Termination Date.  For the avoidance of doubt, if the Lender has not provided such written notice to Borrower agreeing to any such extension, no such extension shall occur.  The Borrower shall be deemed to have represented and warranted on and as of the date of any such extension of the Revolving Credit Termination Date, that no Default or Event of Default has occurred and is continuing.

“ Security Agreement ”: the Security Agreement executed and delivered by the Loan Parties, substantially in the form of Exhibit C, as the same may be amended, supplemented or otherwise modified from time to time.

“ Security Documents ”: the collective reference to the Account Control Agreements, the Pledge Agreement, the Security Agreement, each Collateral Assignment of Purchase Agreement, the Trademark Security Agreement and all other security documents hereafter delivered to the Lender granting a Lien on any asset or assets of any Person to secure any of the Obligations or to secure any guarantee of any such Obligations.

“ Single Employer Plan ”: any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Specified Hedge Agreement ”: any Hedge Agreement entered into by (a) any Borrower or any of its Subsidiaries and (b) any Person that, at the time such Hedge Agreement is entered into, is a Qualified Counterparty.

“ Sponsor ”: Stonington and Phoenix Acquisition Company II, L.L.C., a Delaware limited liability company.

“ Stock Equivalents ”: all securities convertible into or exchangeable for Capital Stock and all warrants, options or other rights to purchase or subscribe for any Capital Stock, whether or not presently convertible, exchangeable or exercisable.

“ Stock Repurchase Transactions ”: as defined in Section 9.7.

“ Stonington ”:  Stonington Capital Appreciation 1994 Fund, L.P., a Delaware limited partnership.

“ Subordinated Indebtedness ”: collectively, any unsecured Indebtedness of any Borrower: (i) no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to March 31, 2012; (ii) the payment of the principal of and interest on which and other obligations of such Borrower in respect thereof are subordinated to the prior payment in full of the principal of and interest (including post-petition interest) on the Loans and all other obligations and liabilities of the Borrowers to the Lender hereunder on terms and conditions approved in writing by the Lender; (iii) no portion which is guaranteed by any Loan Party unless such Loan Party is a Corporate Guarantor and all Guarantee Obligations in respect of such guarantee of such subordinated Indebtedness are subordinated to the Corporate Guarantee and all other obligations and liabilities of such Corporate Guarantor to the Lender under Loan Documents in the manner and to the extent such subordinated Indebtedness is subordinated to the Loans under subclause (ii) of this definition; and (iv) all other terms and conditions of which are reasonably satisfactory in form and substance to the Lender (as evidenced by its prior written approval thereof).

“ Subsidiary ”: as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “ Subsidiary ” or to “ Subsidiaries ” in this Agreement shall refer to a Subsidiary or Subsidiaries of Merisel.

“ Trademark Security Agreement ”: the Trademark Security Agreement dated as of February 28, 2008 among the Borrowers, Merisel, Merisel Americas, MC24 and the Lender.

“ Uniform Customs ”: the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time.

1.2   Other Definitional Provisions .

(a)   Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes or any other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)   As used herein and in any Notes, any other Loan Documents and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrowers and the other Loan Parties not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c)   The words “hereof’, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)   The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

3.1   Revolving Credit Commitments .  (a) Subject to the terms and conditions hereof, the Lender agrees to make revolving credit loans (“ Revolving Credit Loans ”) to the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the amount which would equal the lesser of (i) the amount of the Lender’s Revolving Credit Commitment then in effect, and (ii) the Borrowing Base then in effect.  During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

(b)   The Revolving Credit Loans may be Base Rate Loans only.

3.2   Procedure for Revolving Credit Borrowing .  The Borrowers may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day in an aggregate principal amount not exceeding the lesser of (A) the aggregate Available Revolving Credit Commitments then in effect and (B) the Borrowing Base then in effect, provided that the Borrowers shall give the Lender irrevocable notice (which notice must be received by the Lender prior to 10:00 a.m., New York City time, one Business Day prior to the requested Borrowing Date), substantially in the form of Annex I, duly completed, specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date.  Each borrowing under the Revolving Credit Commitments shall be in an amount equal to $100,000 or a whole multiple thereof (or, if the then Available Revolving Credit Commitments are less than $100,000, such lesser amount).  Each such notice of borrowing shall be accompanied by a Borrowing Base Certificate in accordance with Section 8.2(c)(ii).  Upon receipt of any such notice from the Borrowers, the Lender will make the amount of the borrowing available to the Borrowers by crediting the account of the Borrowers on the books at the Lender’s office and in immediately available funds.

3.3   Termination or Reduction of Revolving Credit Commitments .  The Borrowers shall have the right, upon not less than five Business Days’ notice to the Lender, to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments; provided , that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the aggregate principal amount of the Revolving Credit Loans then outstanding would exceed the Revolving Credit Commitments then in effect.  Any such reduction shall be in an amount equal to $100,000 or a whole multiple thereof and shall reduce permanently the Revolving Credit Commitments then in effect.

3.4   [ Reserved .]
 

5.1   Interest Rates and Payment Dates .

(a)   [Reserved.]

(b)   Each Revolving Credit Loan shall bear interest at a rate per annum equal to the Base Rate plus 2.5%.

(c)   If any portion of any Revolving Credit Loan required to be prepaid pursuant to Section 5.6(a) is not so prepaid (any such portion, an “ Over Advance ”), then so long as such Over Advance has not been so prepaid such Over Advance of such Revolving Credit Loan shall bear interest at the rate otherwise applicable thereto pursuant to Section 5.1(b) plus 2% per annum.

(d)   Except as otherwise provided in paragraph (c) of this Section, if all or a portion of (i) any principal of any Loan, (ii) any interest payable thereon or (iii) any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), the principal of all Loans and any such overdue interest or other amount shall bear interest at a rate per annum which is (x) in the case of principal, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of any such overdue interest or other amount, the rate described in paragraph (b) of this Section with respect to Revolving Credit Loans plus 2%, in each case from the date of such non-payment until such overdue principal, interest or other amount is paid in full (as well after as before judgment).

(e)   Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (d) of this Section and the overadvance fee payable pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

5.2   [ Reserved .]

5.3   [ Reserved .]

5.4   Repayment of Loans; Evidence of Debt .

(a)   The Borrowers hereby, jointly and severally, unconditionally promise to pay to the Lender the then unpaid principal amount of each Revolving Credit Loan on the Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 10).  The Borrowers hereby further, jointly and severally, agree to pay interest on the unpaid principal amount of the Revolving Credit Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 5.1.

(b)   The Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrowers to the Lender resulting from each Loan of the Lender from time to time, including the amounts of principal and interest payable and paid to the Lender from time to time under this Agreement.

(c)   The Lender, on behalf of the Borrowers, shall maintain at the address of the Lender referred to in Section 11.2 a register (the “ Register ”) for the recordation of the addresses of the Lender and the Commitments of, and principal amounts of the Loans owing to, the Lender from time to time, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to the Lender hereunder and (iii) the amount of any sum received by the Lender hereunder from the Borrowers.

(d)   The entries made in the Register shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded (absent manifest error) and the Borrowers and the Lender may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary; provided , however , that the failure of the Lender to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by the Lender in accordance with the terms of this Agreement.  Any assignment of any Loan or other obligation hereunder, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register.  The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice.

(e)   The Borrowers agree that the Borrowers will execute and deliver to the Lender a promissory note of the Borrowers evidencing the Revolving Credit Loans of the Lender, substantially in the forms of Exhibit A, with appropriate insertions as to date and principal amount (as amended, modified or supplemented from time to time, a “ Revolving Credit Note ”).

5.5   Optional Prepayments .  The Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Lender (in the form of Annex III), prior to 12:00 noon, New York City time, specifying the date and amount of prepayment.  If any such notice is given, the amount specified in such notice shall be

5.6   Mandatory Prepayments .

(a)   Subject to Section 5.12, if on any date on which a Borrowing Base Certificate is delivered pursuant to Section 8.2(c), the Aggregate Outstanding Revolving Credit Extensions of Credit exceeds the Borrowing Base, the Borrowers shall prepay the Revolving Credit Loans in an amount equal to the amount of such excess no later than the fifth Business Day immediately following the date of delivery of such Borrowing Base Certificate.

(b)   Subject to Section 5.12, if on any date the Aggregate Outstanding Revolving Credit Extensions of Credit of the Lender exceeds the Revolving Credit Commitment, the Borrowers shall prepay the Revolving Credit Loans in an amount equal to the amount of such excess within five Business Days of receiving notice of such event from the Lender.

(c)   If on any date any Borrower or any of the other Loan Parties shall receive Net Cash Proceeds from (i) any incurrence of Indebtedness by such Borrower or any of the other Loan Parties, other than Indebtedness permitted pursuant to Section 9.2, then 100% of such Net Cash Proceeds shall be applied on such Business Day toward the reduction of the Revolving Credit Commitments as set forth in Section 5.6(e), or (ii) any sale or issuance of Capital Stock (other than any sale or issuance of Capital Stock by Merisel) or receipt of any capital contribution by any applicable Borrower or any of the other Loan Parties (other than Merisel), then 100% of such Net Cash Proceeds shall be applied on such Business Day toward the reduction of the Revolving Credit Commitments as set forth in Section 5.6(e).

(d)   If on any date any Borrower or any of the other Loan Parties shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within 30 Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such 30th Business Day toward the reduction of the Revolving Credit Commitments as set forth in Section 5.6(e); provided , that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Revolving Credit Commitments as set forth in Section 5.6(e).

(e)   Amounts prepaid pursuant to this Section 5.6 (other than Section 5.6(a) and (b)) shall be applied first , to the reduction of the Revolving Credit Commitment and, second , to the extent that after giving effect to such reduction of Revolving Credit Commitment the Aggregate Outstanding Revolving Credit Extensions of Credit of the Lender exceed the Revolving Credit Commitment, to the prepayment of the Revolving Credit Loans.

(f)   Any prepayment of Loans and/or reduction of Commitment