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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

(Mark One)
	[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 3, 2004
		OR
	[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO            

COMMISSION FILE NUMBER: 1-12203

INGRAM MICRO INC.

DELAWARE		62-1644402
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1600 E. ST. ANDREW PLACE, SANTA ANA, CALIFORNIA 92705
(Address, including zip code, of principal executive offices)

(714) 566-1000
(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class:		Name of each exchange on which registered:
CLASS A COMMON STOCK,		NEW YORK STOCK EXCHANGE
PAR VALUE $.01 PER SHARE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

     Indicate by check mark if registrant is an accelerated filer (as defined in Exchange Act Rule 12b of the Act). Yes [X] No [  ]

     The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter, at June 28, 2003, was $1,348,444,593 based on the closing sale price on such date of $11.07 per share.

     The Registrant had 152,898,068 shares of Class A Common Stock, par value $.01 per share, outstanding at February 27, 2004.

     DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Annual Report to Shareowners for the fiscal year ended January 3, 2004 are incorporated by reference into Parts I and II of this Annual Report on Form 10-K. Portions of the Proxy Statement for the registrant’s Annual Meeting of Shareowners to be held May 25, 2004 are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

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PART I
	ITEM 1. BUSINESS
		Introduction
		History
		Industry
		Company Strengths
		Business Strategy
		Customers
		Sales and Marketing
		Products
		Suppliers
		Services
		Information Systems and Related Tools
		Global Operations
		Competition
		Asset Management
		Trademarks and Service Marks
		Employees
	EXECUTIVE OFFICERS OF THE COMPANY
	SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
PART III
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
		(a) 1. Financial Statements
		2. Financial Statement Schedules
		3. List of Exhibits
		(b) Reports on Form 8-K
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.06
EXHIBIT 10.41
EXHIBIT 10.42
EXHIBIT 10.44
EXHIBIT 10.46
EXHIBIT 10.47
EXHIBIT 10.48
EXHIBIT 10.49
EXHIBIT 10.50
EXHIBIT 10.51
EXHIBIT 10.52
EXHIBIT 10.53
EXHIBIT 13.01
EXHIBIT 14.01
EXHIBIT 21.01
EXHIBIT 23.01
EXHIBIT 23.02
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2
EXHIBIT 99.01

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PART I					1
	ITEM 1. BUSINESS				1
		Introduction			1
		History			1
		Industry			2
		Company Strengths			3
		Business Strategy			7
		Customers			12
		Sales and Marketing			13
		Products			14
		Suppliers			15
		Services			15
		Information Systems and Related Tools			16
		Global Operations			18
		Competition			18
		Asset Management			19
		Trademarks and Service Marks			20
		Employees			20
	EXECUTIVE OFFICERS OF THE COMPANY				21
	SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS				23
	ITEM 2. PROPERTIES				25
	ITEM 3. LEGAL PROCEEDINGS				25
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS				26
PART II					26
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS				26
	ITEM 6. SELECTED FINANCIAL DATA				27
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				28
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK				28
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA				28
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE				28
	ITEM 9A. CONTROLS AND PROCEDURES				28
PART III					28
PART IV					29
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K				29
	(a) 1. Financial Statements				29
	2. Financial Statement Schedules				29
	3. List of Exhibits				30
	(b) Reports on Form 8-K				34
	SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS				34
		Description			34
	REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE				35
	SIGNATURES				36

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                                                                   EXHIBIT 10.06

                                INGRAM MICRO INC.

                           2003 EQUITY INCENTIVE PLAN

     SECTION 1. Purpose. The purposes of the Ingram Micro Inc. 2003 Equity
Incentive Plan are to promote the interests of Ingram Micro Inc. and its
shareowners by (i) attracting and retaining exceptional members of the Board,
executive personnel and other key employees of Ingram Micro and its Affiliates,
as defined below; (ii) motivating such employees and Board members by means of
performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such employees and Board members to participate in the long-term
growth and financial success of Ingram Micro.

     SECTION 2. Definitions. As used in the Plan, the following terms shall have
the meanings set forth below:

     "AFFILIATE" means (i) any entity that is, directly or indirectly,
controlled by Ingram Micro and (ii) any other entity in which Ingram Micro has a
significant equity interest or which has a significant equity interest in Ingram
Micro, in either case as determined by the Committee.

     "AWARD" means any Option, Stock Appreciation Right, Restricted Stock Award,
Performance Award or Other Stock-Based Award.

     "AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

     "BOARD" means the Board of Directors of Ingram Micro.

     "CAUSE" means any of: (i) any willful act or omission by a Participant
constituting dishonesty, fraud or other malfeasance, which in any such case is
demonstrably injurious to the financial condition or business reputation of
Ingram Micro or any of its Affiliates; (ii) a Participant's commission of a
felony or crime of moral turpitude under the laws of the United States or any
state thereof or any other jurisdiction in which Ingram Micro or any of its
Affiliates conducts business; and (iii) any willful violation by a Participant
of any of Ingram Micro's policies of which such Participant has been given prior
notice and which violation is demonstrably detrimental to the best interests of
Ingram Micro or any of its Affiliates.

     For purposes of this definition, no act or failure to act will be deemed
"willful" unless effected by a Participant not in good faith and without a
reasonable belief that such action or failure to act was in or not opposed to
the best interests of Ingram Micro and its Affiliates.

     "CODE" means the United States Internal Revenue Code of 1986, as amended
from time to time and the rules and regulations promulgated thereunder.

     "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3, each of whom, to the extent necessary
to comply with Rule 16b-3 and Section 162(m) of the Code, is a "Non-Employee
Director" within the meaning of Rule 16b-3 and an "Outside Director" as
determined under Section 162(m) of the Code. Until otherwise determined by the
Board, the Human Resources Committee or any successor or replacement thereof
designated by the Board shall be the Committee under the Plan.

     "DESIGNATED AWARD" has the meaning accorded such term in Section 11(c) of
the Plan.

     "DISABILITY" shall have the meaning determined from time to time by the
Committee.

     "EMPLOYEE" means an employee of Ingram Micro or any Affiliate and any
member of the Board.

     "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as
amended.

                                      -1-


     "EXECUTIVE OFFICER" means, at any time, an individual who is an executive
officer of Ingram Micro within the meaning of Exchange Act Rule 3b-7 or who is
an officer of Ingram Micro within the meaning of Exchange Act Rule 16a-1(f).

     "EXTENDED DATE" has the meaning accorded such term in Section 11(a) of the
Plan.

     "FAIR MARKET VALUE" means with respect to the Shares, as of any given date
or dates, the reported closing price of a share of such class of common stock on
such exchange or market as is the principal trading market for such class of
common stock as reported in the Wall Street Journal or such other publication
selected by the Committee. If such class of common stock is not traded on an
exchange or principal trading market on such date, the fair market value of a
Share shall be determined by the Committee in good faith taking into account as
appropriate recent sales of the Shares, recent valuations of the Shares, the
lack of liquidity of the Shares, the fact that the Shares may represent a
minority interest and such other factors as the Committee shall in its
discretion deem relevant or appropriate.

     "INCENTIVE STOCK OPTION" means a right to purchase Shares from Ingram Micro
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

     "INGRAM MICRO" means Ingram Micro Inc., a Delaware corporation, together
with any successor thereto.

     "NON-QUALIFIED STOCK OPTION" means a right to purchase Shares from Ingram
Micro that is granted under Section 6 of the Plan and that is not intended to be
an Incentive Stock Option.

     "NOTICE/TERMINATION" has the meaning accorded such term in Section 11(a) of
the Plan.

     "OPTION" means an Incentive Stock Option or a Non-Qualified Stock Option.

     "OTHER STOCK-BASED AWARD" means any right granted under Section 10 of the
Plan.

     "PARTICIPANT" means any Employee selected by the Committee to receive an
Award under the Plan (and to the extent applicable, any heirs or legal
representatives thereof).

     "PERFORMANCE AWARD" means any right granted under Section 9 of the Plan.

     "PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

     "PLAN" means this Ingram Micro Inc. 2003 Equity Incentive Plan.

     "PRIOR PLANS" mean the Ingram Micro Inc. 2000 Equity Incentive Plan, the
Ingram Micro Inc. 1998 Equity Incentive Plan, and the Ingram Micro Inc. 1996
Equity Incentive Plan.

     "RESTRICTED STOCK" means any Shares granted under Section 8 of the Plan.

     "RESTRICTED STOCK UNIT" means any unit granted under Section 8 of the Plan.

     "RETIREMENT" shall have the meaning determined from time to time by the
Committee and shall mean initially termination of employment other than by
reason of death, Disability or Cause if on the termination date the Participant
is at least 50 years of age and has at least 5 years of service with Ingram
Micro and its Affiliates.

     "RULE 16b-3" means Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

     "SEC" means the United States Securities and Exchange Commission or any
successor thereto.

     "SHARES" means shares of Class A common stock, $.01 par value, of Ingram
Micro or such other securities as may be designated by the Committee from time
to time.

                                      -2-


     "STOCK APPRECIATION RIGHT" means any right granted under Section 7 of the
Plan.

     "SUB-PLAN" means any sub-plan or sub-plans adopted by the Committee under
Section 14(q) of the Plan.

     "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
Ingram Micro or with which Ingram Micro combines.

     "SUCCESSORS" has the meaning accorded such term in Section 11(a) of the
Plan.

     SECTION 3. Administration.

     (a)  Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting Ingram Micro, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: designate Participants; determine the type or types
of Awards to be granted to an eligible Employee; determine the number of Shares
to be covered by, or with respect to which payments, rights, or other matters
are to be calculated in connection with, Awards; determine the terms and
conditions of any Award and Award Agreement; determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; determine whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards, other property,
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
interpret and administer the Plan and any instrument or agreement relating to,
or Award made under, the Plan; establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan; and adopt and administer one or more Sub-Plans. The
Committee may, in its sole discretion, delegate to one or more Executive
Officers the power to make Awards under the plan provided that at the time of
such grant no recipient of such Awards shall be an Executive Officer. Without
limiting the foregoing, the Committee may impose such conditions with respect to
the exercise and/or settlement of any Awards, including without limitation, any
relating to the application of Federal or state securities laws or the laws,
rules or regulations of any jurisdiction outside the United States, as it may
deem necessary or advisable.

     (b)  Committee Discretion Binding. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including Ingram Micro, any Affiliate,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.

     SECTION 4. Shares Available for Awards.

     (a)  Shares Available. Subject to adjustment as provided in Section 4(b)
and 4(c), the number of Shares with respect to which Awards may be granted under
the Plan and all Sub-Plans shall be 20,000,000, plus Shares authorized for
issuance and not issued under the Prior Plans. If, after the effective date of
the Plan, any Shares covered by an Award granted under the Plan or to which such
an Award relates, are forfeited, or if such an Award is settled for cash or
otherwise terminates or is canceled without the delivery of Shares, then the
Shares covered by such Award, or to which such Award relates, or the number of
Shares otherwise counted against the aggregate number of Shares with respect to
which Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall, in the calendar year in which such
settlement, forfeiture, termination or cancellation occurs, again become Shares
with respect to which Awards may be granted unless any dividends have been paid
thereon prior to such settlement, forfeiture, termination or cancellation.
Notwithstanding the foregoing and subject to adjustment as provided in Section
4(b), (i) no Employee of Ingram Micro may receive Awards under the Plan in any
calendar year that relate to more than 2,000,000 Shares and (ii) no more than
8,000,000 Shares may be issued under the Plan in connection with Awards other
than Options or Stock Appreciation Rights; and (iii) no more than 1,000,000
Shares may be issued under the Plan in connection with Awards other than Options
or Stock Appreciation Rights that contain either (A) no restrictions, (B)
restrictions of less than one year relating to Performance Awards, or (C)
restrictions based solely on continuous employment or services of less than
three years (except, in any such cases where termination of employment occurs by
reason of death, Retirement, or Disability, or where the Shares are granted in
lieu of earned compensation).

     (b)  Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split,

                                      -3-


reorganization, reclassification, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of Ingram
Micro, issuance of warrants or other rights to purchase Shares or other
securities of Ingram Micro, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
the number of Shares of Ingram Micro (or number and kind of other securities or
property) with respect to which Awards may thereafter be granted, the number of
Shares or other securities of Ingram Micro (or number and kind of other
securities or property) subject to outstanding Awards, and the grant or exercise
price with respect to any Award, or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Award; provided, in each case, that
except to the extent deemed desirable by the Committee, no such adjustment of
Awards (i) of Incentive Stock Options shall be authorized to the extent that
such authority would cause the Plan to violate Section 422(b)(1) of the Code, as
from time to time amended, or (ii) with respect to any Award would be
inconsistent with the Plan's meeting the requirements of Section 162(m) of the
Code, as from time to time amended.

     (c)  Substitute Awards. Any Shares underlying Substitute Awards shall not,
except in the case of Shares with respect to which Substitute Awards are granted
to Employees who are officers or directors of Ingram Micro for purposes of
Section 16 of the Exchange Act or any successor section thereto, be counted
against the Shares available for Awards under the Plan.

     (d)  Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

     SECTION 5. Eligibility. Any Employee, including any officer or
employee-director of Ingram Micro or any Affiliate, and any member of the Board,
shall be eligible to be designated a Participant.

     SECTION 6. Stock Options.

     (a)  Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Ingram Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the
number of Shares to be covered by each Option, the option price therefore and
the conditions and limitations applicable to the exercise of the Option. The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified Stock Options, or to grant both types of options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code, as from time to time amended, and any regulations implementing such
statute.

     (b)  Exercise Price. The Committee in its sole discretion shall establish
the exercise price at the time each Option is granted; provided, however, that
except in connection with (i) Substitute Awards and (ii) adjustment of
outstanding Options pursuant to Section 4(b), the per share exercise price of an
Option shall not be less than the Fair Market Value of a Share on the date of
grant.

     (c)  Exercise. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter.

     (d)  Payment. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefore is received by Ingram
Micro. Such payment may be made: in cash; in Shares already owned for at least
six months by a Participant (the value of such Shares shall be their Fair Market
Value on the date of exercise); by a combination of cash and such Shares; if
approved by the Committee, in accordance with a cashless exercise program under
which either, if so instructed by a Participant, Shares may be issued directly
to such Participant's broker or dealer upon receipt of the purchase price in
cash from the broker or dealer, or Shares may be issued by Ingram Micro to such
Participant's broker or dealer in consideration of such broker's or dealer's
irrevocable commitment to pay to Ingram Micro that portion of the proceeds from
the sale of such Shares that is equal to the exercise price of the Option(s)
relating to such Shares; or in such other manner as permitted by the Committee
at the time of grant or thereafter.

     SECTION 7. Stock Appreciation Rights.

                                      -4-


     (a)  Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Ingram Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Stock Appreciation Rights shall be
granted, the number of Shares to be covered by each Stock Appreciation Right
Award, the grant price thereof and the conditions and limitations applicable to
the exercise thereof; provided, however, that except in connection with (i)
Substitute Awards and (ii) adjustment of outstanding Stock Appreciation Rights
pursuant to Section 4(b), the per share grant price of a Stock Appreciation
Right shall not be less than the Fair Market Value of a Share on the date of
grant. Stock Appreciation Rights may be granted in tandem with another Award, in
addition to another Award, or freestanding and unrelated to another Award. Stock
Appreciation Rights granted in tandem with or in addition to an Award may be
granted either at the same time as the Award or at a later time. Stock
Appreciation Rights shall have a grant price as determined by the Committee on
the date of grant.

     (b)  Exercise and Payment. A Stock Appreciation Right shall entitle a
Participant to receive an amount equal to the excess of the Fair Market Value of
a Share on the date of exercise of the Stock Appreciation Right over the grant
price thereof. The Committee shall determine whether a Stock Appreciation Right
shall be settled in cash, Shares or a combination of cash and Shares.

     (c)  Other Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine, at or after the grant
of a Stock Appreciation Right, the term, methods of exercise, methods and form
of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.

     SECTION 8. Restricted Stock and Restricted Stock Units.

     (a)  Grant. Subject to the provisions of the Plan and contractual
provisions affecting Ingram Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Shares of Restricted Stock and
Restricted Stock Units shall be granted, the number of Shares of Restricted
Stock and/or the number of Restricted Stock Units to be granted to each
Participant, the duration of the period during which, and the conditions under
which, the Restricted Stock and Restricted Stock Units may be forfeited to
Ingram Micro, and the other terms and conditions of such Awards.

     (b)  Payment. Each Restricted Stock Unit shall have a value equal to the
Fair Market Value of a Share. Restricted Stock Units shall be paid in cash,
Shares, other securities, or other property, as determined in the sole
discretion of the Committee, upon the lapse of the restrictions applicable
thereto, or otherwise in accordance with the applicable Award Agreement.

     (c)  Dividends and Distributions. Dividends and other distributions paid on
or in respect of any Shares of Restricted Stock may be paid directly to a
Participant, or may be reinvested in additional Shares of Restricted Stock or in
additional Restricted Stock Units, as determined by the Committee in its sole
discretion.

     SECTION 9. Performance Awards.

     (a)  Grant. Subject to the provisions of the Plan and contractual
provisions affecting Ingram Micro, the Committee shall have sole and complete
authority to determine the Employees who shall receive a "Performance Award",
which shall consist of a right which is denominated in cash or Shares, valued,
as determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and payable at such time and in such form as the Committee shall
determine.

     (b)  Terms and Conditions. Subject to the terms of the Plan, any
contractual provisions affecting Ingram Micro and any applicable Award
Agreement, the Committee shall determine the performance goals to be achieved
during any performance period, the length of any performance period, the amount
of any Performance Award and the amount and kind of any payment or transfer to
be made pursuant to any Performance Award.

                                      -5-


     (c)  Payment of Performance Awards. Performance Awards may be paid in a
lump sum or in installments following the close of the performance period or, in
accordance with procedures established by the Committee, on a deferred basis.

     SECTION 10. Other Stock-based Awards. The Committee shall have authority to
grant to eligible Employees an "Other Stock-Based Award", which shall consist of
any right which is not an Award described in Sections 6 through 9 above and
which is an Award of Shares or an Award denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as deemed
by the Committee to be consistent with the purposes of the Plan; provided that
any such rights must comply with applicable law, and to the extent deemed
desirable by the Committee, with Rule 16b-3 and the requirements of Section
162(m) of the Code. Subject to the terms of the Plan, any contractual provisions
affecting Ingram Micro and any applicable Award Agreement, the Committee shall
determine the terms and conditions of any such Other Stock-Based Award.

     SECTION 11. Termination or Suspension of Employment or Service.

     The following provisions shall apply in the event of a Participant's
termination of employment or service unless the Committee shall have provided
otherwise, either at the time of the grant of the Award or thereafter.

     (a)  Non-Qualified Stock Options and Stock Appreciation Rights.

          (i)  Termination of Employment or Service.

               (A)  Except as the Committee may at any time otherwise provide or
          as required to comply with applicable law, if a Participant's
          employment or service with Ingram Micro or its Affiliates is
          terminated for any reason other than death, Disability, Retirement, or
          Cause, such a Participant's right to exercise any Non-Qualified Stock
          Option or Stock Appreciation Right shall terminate, and such Option or
          Stock Appreciation Right shall expire, on the earlier of (x) the 90th
          day (or, if later, on the 15th day following the end of any Ingram
          Micro-imposed restrictions in effect during such 90 day period on such
          Participant's ability to engage in transactions involving Shares (such
          15th day, the "EXTENDED DATE")) following such termination of
          employment or service or (y) the date such Option or Stock
          Appreciation Right would have expired had it not been for the
          termination of employment or services. A Participant shall have the
          right to exercise such Option or Stock Appreciation Right prior to
          such expiration to the extent it was exercisable at the date of such
          termination of employment or service and shall not have been
          exercised. Any time spent by a Participant in the status of "leave
          without pay" shall extend the period otherwise required for purposes
          of determining the extent to which any such Award or portion thereof
          has vested or otherwise become exercisable or nonforfeitable.

               (B)  Notwithstanding any of the provisions of Section
          11(a)(i)(A), in respect of a Participant employed outside the United
          States, such Participant's right to exercise any Non-Qualified Stock
          Option and Stock Appreciation Rights shall terminate, and such Option
          or Stock Appreciation Right shall expire and lapse, on the earlier of
          (x) the 90th day (or, if later, the Extended Date) following the first
          to occur of (1) the time such Participant's employer gives notice to a
          Participant of termination of Participant's employment, or (2) such
          Participant gives notice to such Participant's employer to terminate
          Participant's employment, or (3) if no such notice is given, on the
          date Participant's employment is terminated (whichever the first to
          occur of (1), (2) or (3) collectively, "NOTICE/TERMINATION") or (y)
          the date such Option or Stock Appreciation Right would have expired
          had it not been for the Notice/Termination. A Participant shall have
          the right to exercise such Option or Stock Appreciation Right prior to
          such expiration to the extent it was exercisable at the date of
          Notice/Termination and shall not have been exercised. Any such
          Participant shall not be entitled and, by applying for or accepting
          the grant of any Non-Qualified Stock Option or Stock Appreciation
          Right, shall be deemed irrevocably to have waived any entitlement, by
          way of compensation for loss of office or damages for breach of
          contract or otherwise howsoever, to any sum or other benefit to
          compensate for the loss of any rights under the Plan.

               (C)  If a Participant's employment with Ingram Micro or its
          Affiliates is terminated for Cause, all Non-Qualified Stock Options
          and Stock Appreciation Rights held by such Participant shall expire
          and terminate on the date of such termination.

                                      -6-


          (ii) Death. Except as the Committee may at any time otherwise provide
     or as required to comply with applicable law, if a Participant's employment
     or service with Ingram Micro or its Affiliates is terminated by reason of
     death all then non-exercisable Non-Qualified Stock Options and Stock
     Appreciation Rights held by such Participant shall be immediately
     exercisable and the Participant's executors, administrators, successors,
     heirs, distributees, devisees or legatees, as appropriate, (collectively,
     "SUCCESSORS") shall have the right to exercise any Non-Qualified Stock
     Option or Stock Appreciation Right during the one year period following
     such termination of employment or service, but in no event shall such
     Option or Stock Appreciation Right be exercisable later than the date the
     Option or Stock Appreciation Right would have expired had it not been for
     the termination of such employment or service.

          (iii) Disability. Except as the Committee may at any time otherwise
     provide or as required to comply with applicable law, if a Participant's
     employment or service with Ingram Micro or its Affiliates is terminated by
     reason of Disability, all then non-exercisable Non-Qualified Stock Options
     and Stock Appreciation Rights held by such Participant shall continue to
     vest pursuant to the vesting schedule in effect on the date of Disability
     and such Participant shall have the right to exercise such Non-Qualified
     Stock Option or Stock Appreciation Right through the one year period
     following the last vesting date, but in no event shall such Option or Stock
     Appreciation Right be exercisable later than the date the Option or Stock
     Appreciation Right would have expired had it not been for the termination
     of such employment or service. If a Participant dies while under a
     Disability, such Participant's rights with respect to such Option or Stock
     Appreciation Right shall be determined under Clause (ii) above.

          (iv) Retirement. Except as the Committee may at any time otherwise
     provide or as required to comply with applicable law, if a Participant's
     employment or service with Ingram Micro or its Affiliates is terminated by
     reason of Retirement, a Participant shall have the right to exercise any
     Non-Qualified Stock Option or Stock Appreciation Right exercisable on the
     Retirement date during the five year period following such termination of
     employment or service, but in no event shall such option be exercisable
     later than the date the Option or Stock Appreciation Right would have
     expired had it not been for the termination of such employment or service.

          (v)  Acceleration or Extension of Exercisability. Notwithstanding the
     foregoing, the Committee may, in its discretion, provide at any time that
     an Option or Stock Appreciation Right granted to a Participant may vest at
     a date earlier than that set forth above, that an Option or Stock
     Appreciation Right granted to a Participant may terminate at a date later
     than that set forth above, provided such date shall not be beyond the date
     the Option or Stock Appreciation Right would have expired had it not been
     for the termination of a Participant's employment or service, and that an
     Option or Stock Appreciation Right may become immediately exercisable when
     it finds that such acceleration would be in the best interests of Ingram
     Micro.

     (b)  Incentive Stock Options and Related Stock Appreciation Rights.

          (i)  Termination of Employment or Service.

               (A)  Except as the Committee may at any time otherwise provide or
          as required to comply with applicable law, if a Participant's
          employment or service with Ingram Micro or its Affiliates is
          terminated for any reason other than death, Disability, Retirement, or
          Cause, such Participant's right to exercise any Incentive Stock Option
          or related Stock Appreciation Right shall terminate, and such Option
          or related Stock Appreciation Right shall expire, on the earlier of
          (x) the ninetieth day (or, if later, on the Extended Date, in which
          case such Option shall be deemed a Non-Qualified Stock Option)
          following such termination of employment or service or (y) the date
          such Option or related Stock Appreciation Right would have expired had
          it not been for the termination of employment or services. A
          Participant shall have the right to exercise such Option or related
          Stock Appreciation Right prior to such expiration to the extent it was
          exercisable at the date of such termination of employment or service
          and shall not have been exercised.

               (B)  Notwithstanding any of the provisions of Section
          11(b)(i)(A), in respect of a Participant employed outside the United
          States, such Participant's right to exercise any Incentive Stock
          Option and related Stock Appreciation Rights shall terminate and such
          Option and related Stock Appreciation Right shall expire and lapse, on
          the earlier of (x) the ninetieth day (or, if later, on the Extended
          Date, in which case such Option will be deemed a Non-Qualified Stock
          Option) following Notice/Termination or (y) the date such Option and
          related Stock Appreciation Right would have expired had it not been
          for the Notice/Termination. A

                                      -7-


          Participant shall have the right to exercise such Option and related
          Stock Appreciation Right prior to such expiration to the extent it was
          exercisable at the date of Notice/Termination and shall not have been
          exercised. Any such Participant shall not be entitled, and by applying
          for or accepting the grant of any Incentive Stock Option, whether or
          not in conjunction with a Stock Appreciation Right, shall be deemed
          irrevocably to have waived any entitlement, by way of compensation for
          loss of office or damages for breach of contract or otherwise
          howsoever to any sum or other benefit to compensate for the loss of
          any rights under the Plan.

               (C)  If a Participant's employment with Ingram Micro or its
          Affiliates is terminated for Cause, all Incentive Stock Options and
          Related Stock Appreciation Rights held by such Participant shall
          expire and terminate on the date of such termination.

          (ii) Death, Disability or Retirement. Except as the Committee may at
     any time otherwise provide or as required to comply with applicable law, if
     a Participant's employment or service with Ingram Micro or its Affiliates
     is terminated by reason of death, Disability or Retirement, such
     Participant or his Successors (if employment or service is terminated by
     death) shall have the right to exercise any exercisable Incentive Stock
     Option or related Stock Appreciation Right during the 90 day period
     following such termination of employment or service, but in no event shall
     such option or right be exercisable later than the date the Incentive Stock
     Option or related Stock Appreciation Right would have expired had it not
     been for the termination of such employment or services. To the extent such
     Incentive Stock Option or related Stock Appreciation Right is not exercised
     prior to the termination of such 90 day period, the unexercised balance of
     such Option automatically will be deemed a Non-Qualified Stock Option, and
     such Option and related Stock Appreciation Right will vest and be
     exercisable as provided in Section 11(a)(ii), (iii) or (iv) hereof, as the
     case may be, but in no event shall such Option or related Stock
     Appreciation Right be exercisable later than the date the Option or related
     Stock Appreciation Right would have expired had it not been for the
     termination of such employment or service, provided that in the event that
     a Participant dies in such 90-day period the Option will continue to be an
     Incentive Stock Option to the extent provided by Section 421 or Section 422
     of the Code, or any successor provision, and any regulations promulgated
     thereunder.

          (iii) Acceleration or Extension of Exercisability. Notwithstanding the
     foregoing, the Committee may, in its discretion, provide at any time that
     an Option and related Stock Appreciation Right granted to a Participant may
     vest at a date earlier than that set forth above, that an Option and
     related Stock Appreciation Right granted to a Participant may terminate at
     a date later than that set forth above, provided such date shall not be
     beyond the date the Option and related Stock Appreciation Right would have
     expired had it not been for the termination of such Participant's
     employment or service, and that an Option and related Stock Appreciation
     Right may become immediately exercisable when it finds that such
     acceleration would be in the best interests of Ingram Micro.

     (c)  Restricted Stock, Restricted Stock Units, Performance Awards, Other
Stock-Based Awards.

          (i)  Termination of Employment or Service.

               (A)  Except as the Committee may at any time otherwise provide or
          as required to comply with applicable law, if a Participant's
          employment or service with Ingram Micro or its Affiliates is
          terminated for any reason other than death, Disability, or Retirement,
          all shares of Restricted Stock still subject to restriction shall be
          forfeited by such Participant and reacquired by Ingram Micro at the
          price (if any) paid by such Participant for such Restricted Stock and
          such Participant's rights to Restricted Stock Units, Performance
          Awards and Other Stock-Based Awards (collectively, "Designated
          Awards") shall terminate and such Designated Awards shall expire. In
          cases of special circumstances, the Committee may, in its sole
          discretion, when it finds that a waiver would be in the best interests
          of Ingram Micro, waive in whole or in part any or all remaining
          restrictions with respect to such Participant's shares of Restricted
          Stock or cause any Designated Awards to be fully or partially vested.
          Any time spent by a Participant in the status of "leave without pay"
          shall extend the period otherwise required for purposes of determining
          the extent to which any such Award or portion thereof has vested or
          otherwise become exercisable or nonforfeitable.

               (B)  Notwithstanding anything in Section 11(c)(i)(A), in respect
          of a Participant employed outside the United States, except to the
          extent (if any) provided in the Plan in the case of termination of
          such

                                      -8-


          Participant's employment by reason of death, Disability, or
          Retirement, any rights of such Participant relating to Restricted
          Stock and any Designated Awards shall lapse and no longer be capable
          of exercise at the date of Notice/Termination. Any such Participant
          shall not be entitled and, by applying for or accepting any such Award
          or accepting the same he shall be deemed irrevocably to have waived
          any entitlement, by way of compensation for loss of office or damages
          for breach of contract or otherwise howsoever, to any sum or other
          benefit to compensate for the loss of any rights under the Plan.

          (ii) Death. Except as the Committee may at any time otherwise provide
     or as required to comply with applicable law, if a Participant's employment
     or service with Ingram Micro or its Affiliates is terminated by reason of
     death all shares of Restricted Stock and all Designated Awards held by such
     Participant shall be immediately vested and any applicable restrictions
     thereon shall immediately be terminated.

          (iii) Disability. Except as the Committee may at any time otherwise
     provide or as required to comply with applicable law, if a Participant's
     employment or service with Ingram Micro or its Affiliates is terminated by
     reason of Disability, all shares of Restricted Stock and all Designated
     Awards held by such Participant shall continue to vest pursuant to the
     vesting schedule in effect on the date of Disability. Such Participant
     shall have the right to exercise any such Designated Award through the one
     year period following the last vesting date, but in no event shall such
     Designated Award be exercisable later than the date the Designated Award
     would have expired had it not been for the termination of such employment
     or service. If a Participant dies while under a Disability, such
     Participant's rights with respect to such Designated Award shall be
     determined under Clause (ii) above.

          (iv) Retirement. Except as the Committee may at any time otherwise
     provide or as required to comply with applicable law, if a Participant's
     employment or service with Ingram Micro or its Affiliates is terminated by
     reason of Retirement, all shares of Restricted Stock still subject to
     restriction shall be forfeited by such Participant and reacquired by Ingram
     Micro at the price, if any, paid by such Participant for such Restricted
     Stock, and such Participant shall have the right to exercise any Designated
     Awards exercisable on the Retirement date during the five year period
     following such termination of employment or service, but in no event shall
     such Designated Award be exercisable later than the date the Designated
     Award would have expired had it not been for the termination of such
     employment or service.

     (d)  Except as the Committee may otherwise determine, for purposes hereof
any termination of a Participant's employment or service for any reason shall
occur on the date such Participant ceases to perform services for Ingram Micro
or any Affiliate without regard to whether such Participant continues thereafter
to receive any compensatory payments therefrom or is paid salary thereby in lieu
of notice of termination or, with respect to a member of the Board who is not
also an employee of Ingram Micro or any Affiliate, the date such Participant is
no longer a member of the Board.

     SECTION 12. Merger. In the event of a merger of Ingram Micro with or into
another corporation, each outstanding Award may be assumed or an equivalent
award may be substituted by such successor corporation or a parent or subsidiary
of such successor corporation. If, in such event, an Award is not assumed or
substituted, the Award shall terminate as of the date of the closing of the
merger. For the purposes of this paragraph, the Award shall be considered
assumed if, following the merger, the Award confers the right to purchase or
receive, for each Share subject to the Award immediately prior to the merger,
the consideration (whether stock, cash, or other securities or property)
received in the merger by holders of Shares for each Share held on the effective
date of the transaction (and if the holders are offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares). If such consideration received in the merger is not
solely common stock of the successor corporation or its parent, the Committee
may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Award, for each Share
subject to the Award, to be solely common stock of the successor corporation or
its parent equal in fair market value to the per share consideration received by
holders of Shares in the merger.

     SECTION 13.  Amendment and Termination.

    (a) Amendments to the Plan. The Board may terminate or discontinue the Plan
at any time and the Board or the Committee may amend or alter the Plan or any
portion thereof at any time; provided that no such amendment, alteration,
discontinuation or termination shall be made without shareholder approval if
such approval is necessary

                                      -9-


to comply with any tax or regulatory requirement or to comply with the listing
or other requirements of any relevant exchange, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act or Section 162(m) of the Code, for which or with which
the Board or the Committee deems it necessary or desirable to qualify or comply;
provided, however, that any amendment to the Plan shall be submitted to Ingram
Micro's shareowners for approval not later than the earliest annual meeting for
which the record date is after the date of such Board action if such amendment
would:

          (i)   materially increase the number of Shares reserved for issuance
     and delivery under Section 4(a) of the Plan;

          (ii)  increase the per-person annual limits under Section 4(a) of the
     Plan;

          (iii) increase the number of Shares that may be issued and delivered
     under the Plan in connection with awards other than Options and Stock
     Appreciation Rights under Section 4(a) of the Plan;

          (iv)  except to the extent provided in Section 4(b), increase the
     number of Shares which may be issued in connection with Awards described in
     Section 4(a)(iii) of the Plan;

          (v)   permit unrestricted Shares to be granted other than in lieu of
     such payments under the Plan or other incentive plans and programs of
     Ingram Micro and its Affiliates;

          (vi)  amend or replace previously granted Options in a transaction
     that constitutes a "repricing," as such term is used in Instruction 3 to
     Item 402(b)(2)(iv) of Regulation S-K, as promulgated by the Securities and
     Exchange Commission; or

          (vii) amend any of the terms and conditions of this Section 13(a).

     (b)  Amendments to Awards. Subject to the terms of the Plan and applicable
law, the Committee may waive any conditions or rights under, amend any terms of,
or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary. Notwithstanding the foregoing, the Committee may not waive, shorten
or terminate any restriction period imposed on Awards other than Options or
Stock Appreciation Rights except (i) in the event of death, Retirement or
Disability of the Participant, holder or beneficiary of such Award or (ii) upon
a change of control of Ingram Micro, as determined by the Committee.

     (c)  Cancellation. Any provision of this Plan or any Award Agreement to the
contrary notwithstanding, the Committee may cause any Award granted hereunder to
be canceled in consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to the Fair Market Value of such
canceled Award.

     SECTION 14. General Provisions.

     (a)  Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award, whether made as an Other Stock-Based Award under Section 10
or as an Award granted pursuant to Sections 6 through 9 hereof, may provide a
Participant with dividends or dividend equivalents, payable in cash, Shares,
other securities or other property on a current or deferred basis.

     (b)  Nontransferability.

          (i)  Except as provided in subsection (ii) below, no Award shall be
     assigned, alienated, pledged, attached, sold or otherwise transferred or
     encumbered by a Participant, except by will or the laws of descent and
     distribution.

          (ii) Notwithstanding subsection (i) above, the Committee may determine
     that an Award may be transferred by a Participant to one or more members of
     a Participant's immediate family, to a partnership of which the only
     partners are members of a Participant's immediate family, or to a trust
     established by a Participant for the benefit of one or more members of a
     Participant's immediate family. For this purpose, immediate family means a
     Participant's spouse, parents, children, grandchildren and the spouses of
     such parents, children and grandchildren. A transferee described in this
     subsection (ii) may not further transfer an Award. A trust described in
     this subsection (ii) may not be amended to benefit any Person other than a
     member of a Participant's immediate family. An Award transferred pursuant
     to this subsection shall remain subject to the provisions of the Plan,
     including, but not limited to, the provisions of Section 11 relating to the
     effect on the

                                      -10-


     Award of the death, Retirement or termination of employment of a
     Participant, and shall be subject to such other rules as the Committee
     shall determine.

     (c)  No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

     (d)  Share Certificates. All certificates for Shares or other securities of
Ingram Micro or any Affiliate delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the SEC or any stock exchange upon which
such Shares or other securities are then listed and any applicable Federal,
state or foreign laws or rules or regulations, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

     (e)  Withholding. A Participant may be required to pay to Ingram Micro or
any Affiliate, and Ingram Micro or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of Ingram Micro
or such Affiliate to satisfy all obligations for the payment of such taxes. The
Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from any such grant, lapse, vesting, or
exercise of any Award.

     (f)  Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement which shall be delivered to a Participant and shall specify the terms
and conditions of the Award and any rules applicable thereto.

     (g)  No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent Ingram Micro or any Affiliate from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of options, restricted stock, Shares and other types of Awards provided
for hereunder (subject to shareholder approval if such approval is required),
and such arrangements may be either generally applicable or applicable only in
specific cases.

     (h)  No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ or service of
Ingram Micro or any Affiliate. Further, Ingram Micro or an Affiliate may at any
time dismiss a Participant from employment or service, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Award Agreement.

     (i)  Rights as a Shareowner. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a shareowner with respect to any Shares to be issued under the Plan
until he or she has become the registered holder of such Shares. Notwithstanding
the foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent a Participant shall not be
entitled to the rights of a shareowner in respect of such Restricted Stock.

     (j)  Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware.

     (k)  Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

     (l)  Other Laws. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation, whether domestic
or foreign, or entitle Ingram Micro to recover any amounts under Section 16(b)
of the Exchange Act, and any payment tendered to Ingram Micro by a

                                      -11-


Participant in connection therewith shall be promptly refunded to the relevant
Participant, holder or beneficiary. Without limiting the generality of the
foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of Ingram Micro, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the Federal
securities laws and any other laws, whether domestic or foreign, to which such
offer, if made, would be subject.

     (m)  No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between Ingram Micro or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments
from Ingram Micro or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of Ingram Micro or any
Affiliate.

     (n)  No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash or other securities or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

     (o)  Transfer Restrictions. Shares acquired hereunder may not be sold,
assigned, transferred, pledged or otherwise disposed of, except as provided in
the Plan or the applicable Award Agreement.

     (p)  Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

     (q)  Sub-Plans. Subject to the terms hereof, the Committee may from time to
time adopt one or more Sub-Plans and grant Awards thereunder as it shall deem
necessary or appropriate in its sole discretion in order that Awards may comply
with the laws, rules or regulations of any jurisdiction; provided, however, that
neither the terms of any Sub-Plan nor Awards thereunder shall be inconsistent
with the Plan.

     SECTION 15. Term of the Plan.

     (a)  Effective Date. The Plan shall be effective as of May 7, 2003, subject
to approval by the shareowners of Ingram Micro. Awards may be granted hereunder
prior to such shareowner approval subject in all cases, however, to such
approval.

     (b)  Expiration Date. No Award shall be granted under the Plan after May 6,
2013. Unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted hereunder may, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under any such Award shall,
continue after the authority for grant of new Awards hereunder has been
exhausted.

                                      -12-

                                                                   EXHIBIT 10.41

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 1
                                       TO
                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

                          Dated as of October 24, 2003

                  THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT (this "Amendment") is entered into as of October 24, 2003 by and
between INGRAM FUNDING, INC., a Delaware corporation (the "Company") and INGRAM
MICRO INC., a Delaware corporation ("Ingram Micro"). Capitalized terms used in
this Amendment which are not otherwise defined herein shall have the meanings
given such terms in the Amended and Restated Receivables Sale Agreement referred
to below or the "Pooling Agreement" defined therein.

                                    RECITALS:

                  WHEREAS, the Company and Ingram Micro, in its capacities as
seller and servicer, are parties to an Amended and Restated Receivables Sale
Agreement dated as of March 8, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the "Receivables Sale Agreement"); and

                  WHEREAS, the Company and Ingram Micro have agreed to amend the
Receivables Sale Agreement on the terms and conditions set forth herein and in
the Receivables Sale Agreement;

                  NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Ingram Micro hereby agree as follows.

                  1.       Amendment to Receivables Sale Agreement. Effective as
of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 2 below, the Receivables Sale Agreement is amended to
replace Schedule 3 thereto with Schedule 3 attached hereto.

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

                                    (a)      counterparts of this Amendment duly
                  executed by the Company, Ingram Micro and the Agent;

                                    (b)      evidence satisfactory to the Agent
                  that the Rating Agency Condition is satisfied; and



                                    (c)      such other documents, instruments
                  and agreements as the Agent may reasonably request.

                  3.       Representations and Warranties.

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

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

                  4.       Reference to and Effect on Transaction Documents.

                           4.1      Upon the effectiveness of this Amendment,
         each reference to the Receivables Sale Agreement in any of the
         Transaction Documents shall mean and be a reference to the Receivables
         Sale Agreement as amended hereby.

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

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

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

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

                                       2


                  7.       Entire Agreement. This Amendment, taken together with
the Receivables Sale Agreement and all of the other Transaction Documents,
embodies the entire agreement and understanding of the parties hereto and
supersedes all prior agreements and understandings, written and oral, relating
to the subject matter hereof.

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

                                       3


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

                                INGRAM FUNDING INC.

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

                                INGRAM MICRO INC.

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

                                 Signature Page
                                       to
                                 Amendment No.1
                                       to
                 Amended and Restated Receivables Sale Agreement



Acknowledged and agreed to:

GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent

By: /s/ Howard Bailey
    ------------------------------
Name: Howard Bailey
Title: Duly Authorized Signatory

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

By: /s/ Joseph M. Costantino
    ------------------------------
Name: Joseph M. Costantino
Title: Trust Officer

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as Class A Certificateholder

By:  Prudential Investment Management, Inc., as
Investment Advisor

By: /s/ Michael J. Bozzo
    ------------------------------
Name: Michael J. Bozzo
Title: Vice President

AMBAC ASSURANCE CORPORATION, as Insurer

By: /s/ Nicholas G. Goumas
   -------------------------------
Name: Nicholas G. Goumas
Title: Managing Director

                                 Signature Page
                                       to
                                 Amendment No.1
                                       to
                 Amended and Restated Receivables Sale Agreement

                                                                   EXHIBIT 10.42

                                                                  EXECUTION COPY

                                LOCKBOX AGREEMENT

                                October 24, 2003

Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110

Attention:

Ladies and Gentlemen:

                  Ingram Funding Inc., a Delaware corporation (the "Company"),
has agreed to purchase certain receivables (the "Receivables") from Ingram Micro
Inc. and certain other sellers (the "Sellers"), and in their capacity as
servicers pursuant to the Transaction Documents, (the "Servicers") pursuant to
the Amended and Restated Receivables Sale Agreement, dated as of March 8, 2000
(as amended, supplemented or otherwise modified from time to time, the
"Receivables Sale Agreement"), among the Sellers, the Servicer and the Company.
The Company has in turn assigned the Receivables to a master trust (the "Master
Trust") pursuant to an Amended and Restated Pooling Agreement, dated an of March
8, 2000 (as amended, supplemented or otherwise modified from time to time, the
"Pooling Agreement"), among the Company, Ingram Micro Inc., as master servicer
(the "Master Servicer") and The Chase Manhattan Bank, a New York banking
corporation, as trustee (the "Trustee" or "Secured Party"). The Receivables are
serviced pursuant to the terms of an Amended and Restated Servicing Agreement
dated as of March 8, 2000 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Servicing Agreement"; and, collectively with
the Pooling Agreement, the "Pooling and Servicing Agreements") among the
Company, the Master Servicer and the Trustee. Capitalized terms used herein but
not defined herein shall have the meanings assigned to such terms in the Pooling
Agreement.

                  Pursuant to the terms of the Pooling and Servicing Agreements
and except as otherwise provided therein, (i) the Servicer party hereto has
agreed to instruct all Obligors under the Receivables originated by it as Seller
to make all payments in respect of such Receivables to a blocked deposit account
(each, a "Lockbox Account") designated by such Servicer to such Obligor and (ii)
the Company has agreed to grant a security interest in its right, title and
interest in each Lockbox Account and all funds and other evidences of payment
held therein to the Secured Party. Furthermore, the Company, such Servicer and
the Secured Party have agreed, pursuant to the Pooling and Servicing Agreements,
that the Servicer shall enter into an agreement with each bank maintaining a
Lockbox Account, and hereby request that Fleet National Bank, a national banking
association organized under the laws of the United States and having a principal
place of business at 100 Federal Street, Boston, Massachusetts (the "Lockbox
Bank") act, and the Lockbox Bank hereby agrees to act, as a lockbox deposit bank
for the Company with respect to the Lockbox Account. This Letter Agreement
defines certain rights and obligations with respect to the appointment of the
Lockbox Bank.



                  Accordingly, the Company, the Servicer party hereto and the
Lockbox Bank agree as follows:

                  Reference is made to the Lockbox Account (Account No.
9429282435), including each of the lockboxes related thereto (collectively, the
"Specified Account"), maintained with you by the Servicer party hereto. Such
Servicer hereby transfers the Specified Account to the Company and hereafter the
Specified Account shall be in the name of the Company and maintained by the
Lockbox Bank for the benefit of the Company and the Secured Party, as set forth
herein. All funds and other evidences of payment received by the Lockbox Bank in
its capacity as Lockbox Bank shall be deposited in the Specified Account. Such
payments shall not be commingled with other funds. All funds and other evidences
of payment at any time on deposit in the Specified Account shall be held by the
Lockbox Bank for application strictly in accordance with the terms of this
Letter Agreement. The Lockbox Bank agrees to give the Secured Party, the Company
and the Servicer party hereto, prompt notice if the Specified Account shall
become subject to any writ, judgment, warrant of attachment, execution or
similar process. Except as otherwise provided in this letter agreement and
except to the extent inconsistent with any term or provision of this Letter
Agreement, the Account shall be governed by the Lockbox Bank's standard terms
and conditions applicable to such accounts, as amended from time to time, a copy
of which is attached hereto as Exhibit A, and the Lockbox Bank is hereby
authorized to follow its usual operating procedures in connection with the
Specified Account and payments to the Specified Account are to be processed in
accordance with the standard procedures currently in effect. All service,
administrative, maintenance and other related charges and fees with respect to
the Specified Account shall continue to be payable by us as under the
arrangements currently in effect. Nothing contained in this Letter Agreement
shall prevent the Lockbox Bank from complying with any legal process or other
order of a court of competent jurisdiction affecting funds in the Specified
Account.

                  The Secured Party shall have sole and exclusive dominion over
and control of the Specified Account and all Collections and other property from
time to time deposited therein, shall have the sole right of withdrawal from the
Specified Account and except as otherwise provided below and in the Pooling
Agreement, shall have the sole right as information agent to advise the Lockbox
Bank as to the payment instructions pertaining to transfers from the Specified
Account. Each of the Company and the Servicer acknowledge and agree that it
shall not have any dominion over or control of the Specified Account or any
Collections or other property from time to time deposited therein including any
right to withdraw or utilize any funds or other evidences of payment on deposit
in the Specified Account, other than the right to authorize transfers to the
Collection Account as set forth herein and pursuant to the terms of the Pooling
and Servicing Agreements. The Lockbox Bank shall automatically, by 3:00 p.m.,
eastern standard time, at least as often as once each day that is a business day
for the Lockbox Bank and for the Trustee, transfer, by means of the Automated
Clearing House System, all available funds on deposit in the Specified Account,
including all funds transferred from Obligors on or before the end of the
preceding day, along with, subject to the next succeeding sentence, all
remittance advisements and payment invoices on deposit therein, to the
Collection Account provided such funds constitute good and clear monies. The
Lockbox Bank acknowledges that, until it receives written instructions from the
Secured Party to the contrary, the Lockbox Bank shall return to the Company,
upon the Company's reasonable request therefor, any remittance advisements and
payment invoices deposited into the Specified Account.

                                       2


                  Deposited checks with respect to the Specified Account
returned to the Lockbox Bank for any reason will be charged against the
Specified Account. Nothing contained in the previous sentence shall be construed
to prejudice other rights of the Lockbox Bank, which rights include the right of
recourse against the Company for any overdrafts or other service,
administrative, maintenance and other related expenses and/or fees with respect
to the Specified Account. In addition, if sufficient collected and available
funds do not exist in the Specified Account to cover the Account charges,
service, administrative, maintenance and other related expenses and/or fees with
respect to the Specified Account, you may charge any other of the Company's
accounts at the Lockbox Bank. The provisions of this paragraph shall survive the
Termination of this Agreement.

                  The Secured Party is authorized to receive mail delivered to
the Lockbox Bank with respect to the Specified Account and the Company has filed
a form of standing delivery order with the United States Postal Service
authorizing the Secured Party to receive mail delivered to the Lockbox Bank with
respect to the Specified Account.

                  The Company shall utilize one of Lockbox Bank's online
transaction reporting systems, or a comparable online monitoring system of
another bank, to monitor, on a daily basis, transactions posting against the
Account and immediately notify the Lockbox Bank of any errors, discrepancies
and/or irregularities, such notice to take place no later than the time frames
specified in the following table (unless a longer period is required by
applicable law) after the transaction containing or reflecting an error,
discrepancy and/or irregularity becomes available for viewing online:



         Type of Transaction                        Notification Period
- ------------------------------------------------------------------------------------
                                         
Disputed ACH Transactions                   Within 24 hours of transaction posting
                                            to account
- ------------------------------------------------------------------------------------
Paid Check Transactions                     - Deposit Only Account
- ------------------------------------------------------------------------------------
Analysis/Service Fees Disputes              Within 30 days of receipt of Analysis
                                            Statement
- ------------------------------------------------------------------------------------
All other errors, discrepancies and/or      Within 30 days of transaction posting to
irregularities                              account
- ------------------------------------------------------------------------------------


         Except to the extent otherwise required by applicable law, failure by
the Company to notify the Lockbox Bank of errors, discrepancies and/or
irregularities within the time frame indicated shall relieve the Lockbox Bank of
any and all liability associated with or arising from such errors, discrepancies
and/or irregularities.

                  The Lockbox Bank may also furnish the Secured Party (upon its
request) with statements, in the form and manner typical for the Lockbox Bank,
of amounts of deposits in, and amounts transferred to the Collection Account
from, the Specified Account pursuant to any reasonable request of the Secured
Party but in any event not less frequently than monthly and such other
information relating to the Specified Account at such time as shall be
reasonably requested by the Secured Party.

                                       3


                  For purposes of this Letter Agreement any officer of the
Secured Party shall be authorized to act, and to give instructions and notice,
on behalf of the Secured Party hereunder. The Lockbox Bank may rely and shall be
protected in acting or refraining from acting upon any communication (including
but not limited to electronically confirmed facsimiles of communications)
reasonably believed by it to be genuine and to have been signed, delivered or
presented by the proper party or parties or any officer of the Secured Party.

                  The fees for the services of the Lockbox Bank shall be
mutually agreed upon between the Company and the Lockbox Bank and paid by the
Company. Neither the Secured Party nor any investor in the Master Trust shall
have any responsibility or liability for the payment of any such fee.

                  The Lockbox Bank may perform any of its duties hereunder by or
through its officers, employees or agents and shall be entitled to rely upon the
advice of counsel as to its duties. The Lockbox Bank shall not be liable to the
Secured Party, the Servicer party hereto or the Company for any action taken or
omitted to be taken by it in good faith, nor shall the Lockbox Bank be
responsible to the Secured Party, such Servicer or the Company for the
consequences of any oversight or error of judgment or be answerable to the
Secured Party for the same, unless such action, omission, oversight or error of
judgment shall happen through the Lockbox Bank's gross negligence or willful
misconduct.

                  The Company hereby agrees to indemnify and hold harmless the
Lockbox Bank, and it's directors, officers, employees, agents and affiliates
(collectively, the "FLEET PARTIES") from and against, any and all claims,
demands, liabilities, actions, causes of action, losses, setoff, recoupment and
expenses (including, without limitation, attorneys' fees and court costs), both
legal and equitable, associated with, or connected to the Specified Account and
the services performed by the Lockbox Bank under this Agreement (collectively,
the "COVERED ITEMS"); provided that the Fleet Parties have not been proven to
have engaged in willful misconduct or gross negligence. This paragraph shall
survive the termination of this Agreement.

                  Furthermore, the duties and obligations of Lockbox Bank
hereunder shall be determined solely by the express provisions of this Letter
Agreement. The Lockbox Bank shall not be liable except for the performance of
its duties and obligations specifically set forth in this Agreement, and no
implied covenants or obligations on the part of the Lockbox Bank shall be read
into this Letter Agreement. In the event of a conflict between the terms and
provisions of this Letter Agreement, and the terms and provisions of any lockbox
or other agreement relating to the Specified Account, lockbox, or cash
management services, the terms of this Letter Agreement shall control but only
to the extent necessary to resolve such conflict.

                                       4


                  The Lockbox Bank hereby represents and warrants that (a) it is
a banking corporation duly organized, validly existing and in good standing
under the laws of Massachusetts and has full corporate power and authority under
such law to execute, deliver and perform its obligations under this Agreement
and (b) the execution, delivery and performance of this Agreement by the Lockbox
Bank have been duly and effectively authorized by all necessary corporate action
and this Agreement has been duly executed and delivered by the Lockbox Bank and
constitutes a valid and binding obligation of the Lockbox Bank enforceable in
accordance with its terms. Each of the Company and the Secured Party and the
servicers, represents and warrants to the Lockbox Bank and the other parties
that (i) this Letter Agreement constitutes a legal and valid, binding obligation
of such party, enforceable in accordance with its terms; (ii) the performance of
its obligations under this Letter Agreement and the consummation of the
transactions contemplated hereunder do not constitute or result in a breach of
its certificate or articles of incorporation, by-laws or partnership agreement,
as applicable, or the provisions of any material contract to which it is a party
or by which it is bound or (iii) result in the violation of any law, regulation,
judgment, decree or governmental order applicable to it; and (iv) all approvals
and authorizations required to permit the execution, delivery, performance and
consummation of this Letter Agreement and the transactions contemplated
hereunder have been obtained.

                  The Company and the Secured Party agree that, in performing
the services under this Letter Agreement, the Lockbox Bank will be acting as an
independent contractor and not as an employer, employee, partner or agent of the
Company or Secured Party. Furthermore, nothing contained in this Letter
Agreement shall create any agency, fiduciary, joint venture or partnership
relationship between the Lockbox Bank, the Company and/or the Secured Party
and/or any servicer.

                  The Lockbox Bank may resign at any time as Lockbox Bank
hereunder by delivery to the Secured Party and the Company of written notice of
resignation not less than 30 days prior to the effective date of such
resignation. The Company may close the Specified Account at any time by delivery
of a written notice to the Lockbox Bank and the Secured Party at the addresses
appearing below. If the Company shall refuse any demand by the Secured Party to
close the Specified Account in the event (i) an Early Amortization Event shall
occur and be continuing or (ii) there has been a failure by the Lockbox Bank to
perform any of its material obligations hereunder and such failure could
adversely affects the Lockbox Bank or Secured Party's interest in any Receivable
or the Secured Party's rights, or ability to exercise any remedies, under this
Letter Agreement or the Pooling and Servicing Agreements, then the Secured Party
may close the Specified Account at any time by delivery of notice to the Lockbox
Bank and the Company at the addresses appearing below. This Letter Agreement
shall terminate upon receipt of such written notice of closing, or delivery of
such notice of resignation, except that the Lockbox Bank shall immediately
transfer to the Collection Account, or any other account designated by the
Secured Party all available funds or, subject to the Company's reasonable
request to retain such items, any remittance advisements or payment invoices, if
any, then on deposit in, or otherwise to the credit of, the Specified Account
and deliver any available funds or such remittance advisements or payment
invoices relating to the Receivables received by the Lockbox Bank after such
notice directly to the Collection Account or any other account designated by the
Secured Party.

                                       5


                  All notices and communications hereunder shall be in writing
(except where telephonic instructions or notices are authorized herein) and
shall be deemed to have been received and shall be effective on the day on which
delivered (including delivery by telex):


























                  The Lockbox Bank shall not assign or transfer any of its
rights or obligations hereunder (other than to the Secured Party) without the
prior written consent of the Secured Party. Notwithstanding anything herein to
the contrary, upon the succession of the Master

                                       6


Servicer to the Servicer party hereto in accordance with and under the Servicing
Agreement, the Master Servicer shall succeed to, and be substituted for, and may
exercise every right and power of, the Servicer party hereto under this Letter
Agreement with the same effect as if the Master Servicer had been named as the
Servicer party hereto. This Letter Agreement may be amended only by a written
instrument executed by the Company, the Master Servicer, the Servicer party
hereto, the Secured Party and the Lockbox Bank, acting by their representative
officers thereunto duly authorized. Except with respect to the amount of its
fees payable hereunder, the Lockbox Bank hereby unconditionally and irrevocably
waives (so long as the Pooling and Servicing Agreements are in effect) any
rights of setoff or banker's lien against, or to otherwise deduct from, any
funds or other evidences of payment hold in any Specified Account for any
indebtedness or other claim owed by the Company or the Master Servicer or any
Servicer to the Lockbox Bank.

                  The parties hereto agree that this Letter Agreement shall
constitute an "authenticated record" for purposes of, and the Company hereby
grants and confers upon the Secured Party "control" of the Specified Account as
contemplated in, Section 9-104 (and similar related provisions) of Article 9 of
the Uniform Commercial Code as from time to time in effect in New York (the
"UCC"). The Bank hereby represents and warrants that it is a "bank" and that the
Specified Account is a "deposit account", as such terms are defined in Section
9-102 (and similar related provisions) of the UCC.

                  THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST OR REMEDIES HEREUNDER IN RESPECT
OF ANY RECEIVABLE MAY BE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN NEW
YORK.

                  This Letter Agreement (i) shall inure to the benefit of, and
be binding upon, the Company, the Master Servicer, the Servicer party hereto,
the Secured Party, the Lockbox Bank and their respective successors and assigns
and (ii) may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Letter Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart of this Letter Agreement.

                                       7


                  IN WITNESS WHEREOF, the parties hereto have caused this Letter
Agreement to be executed by their duly authorized officers as of the date first
above written.

                                 Very truly yours,

                                 INGRAM FUNDING INC.

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

                                 INGRAM MICRO INC., as Master Servicer

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

Agreed to and accepted:

FLEET NATIONAL BANK, as Lockbox Bank

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

Acknowledged:

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

By: /s/ Joseph M. Costantino
   ----------------------------
Name:  Joseph M. Costantino
Title: Trust Officer

                                                                   EXHIBIT 10.44

October 3, 2003

Hans Koppen
EVP IM/President Asia-Pacific

Dear Hans:

As we  previously  discussed,  at the  October  14,  2003  meeting  of the Human
Resources Committee of the Board of Directors,  I will seek approval to increase
your award payment under the 2001 Executive  Retention Plan from $1.7 million to
$2.5 million.

If approved by the  Committee,  you will receive  payment of this award provided
you are employed by Ingram  Micro Inc.,  or one of its  Affiliates,  on March 1,
2006 and have been continuously employed by Ingram Micro Inc., or one or more of
its Affiliates throughout such period.

In addition,  I will ask the Committee to approve an  acceleration of this award
payment  if you  have not been  appointed  to the  position  of  Executive  Vice
President and President, Ingram Micro Europe on or before January 1, 2005.

If the  above  confirms  your  understanding  of our  agreement  and it is  your
intention  to stay with  Ingram  Micro Inc.  and not resign from the company for
"Good Reason" on or before  December 7, 2003,  please sign where indicated below
and return to me.

I have also  included a summary of benefits for your review,  which you would be
eligible to receive under the 2000  Executive  Retention  Agreement,  should you
resign for "Good Reason" prior to December 7, 2003.

The Board and I appreciate the many  contributions  you have made to the Company
and look forward to your continuing contributions in the years ahead.

Best regards,

Kent B. Foster
Chairman & Chief Executive Officer

Agreed:
________________________________________________________________________________
Hans Koppen                                                          Date
Executive VP & President, Asia Pacific

 

EXHIBIT 10.46

2003 EXECUTIVE RETENTION AGREEMENT

     2003 EXECUTIVE RETENTION AGREEMENT (“Agreement”) dated as of December 19, 2003 (the “Effective Date”) by and between Ingram Micro Inc., a Delaware corporation (the “Company”), and MICHAEL J. GRAINGER (“Executive”).

     WHEREAS, Executive is presently employed by the Company in a key management capacity; and

     WHEREAS, Executive and the Company have previously entered into a 2000 Executive Retention Agreement dated as of January 31, 2000 (including all modifications thereto, the “2000 Agreement”); and

     WHEREAS, Executive desires, and the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders, to terminate the 2000 Agreement and to enter into this Agreement on the terms set forth below.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration including, but not limited to, Executive’s continuing employment with the Company, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1
TERM OF AGREEMENT

     Section 1.01. Term. The term of this Agreement shall commence on the Effective Date and shall terminate as follows: (i) if Executive is elected to the position of Chief Executive Officer of the Company (“CEO”) when Kent Foster ceases to be CEO for any reason, then this Agreement shall terminate upon the Executive’s election as CEO and (ii) if Executive is not elected to the position of CEO at such time and if Executive does not timely give notice pursuant to Section 2.01 below that Executive is terminating his employment with the Company, then this Agreement shall terminate as of the close of business on the fifth (5th) business day after the Company’s public announcement of the election of another person as CEO. Upon the termination of this Agreement pursuant to clause (i) of the preceding sentence, Executive shall then have the same benefits as the Company’s other senior executives as outlined in the Company’s Executive Officer Severance Policy as it may be amended from time to time.

     Section 1.02. Termination of 2000 Agreement. The 2000 Agreement shall terminate immediately upon the execution of this Agreement by Executive and the Company.

ARTICLE 2
CERTAIN EVENTS

     Section 2.01. Right to Certain Benefits. Executive shall be entitled to receive the Severance Benefits set forth in Article 3 below, upon (i) the termination of Executive’s employment by the Company for any reason other than for Cause, prior to the termination of this Agreement as provided in Section 1.01, (ii) the Company’s election of someone other than Executive to the position of CEO upon Kent Foster’s ceasing to be CEO for any reason if, within five (5) business days of the Company’s public announcement of such other person’s election as

1

---

 

CEO, Executive gives notice to the Company of Executive’s decision to terminate his employment with the Company upon such date as may be selected by the Company which is not later than sixty (60) days from the date Executive gives such notice to the Company, or (iii) Executive’s voluntary termination of his employment for Good Reason (A) within ninety (90) days after the event constituting Good Reason or (B) prior to the termination of this Agreement as provided in Section 1.01, whichever is earlier.

ARTICLE 3
SEVERANCE BENEFITS

     Section 3.01. Benefits. Subject to Executive’s execution of an agreement in substantially the form set forth as Exhibit A hereto, with such changes in the competitor companies named therein as the Board shall reasonably determine (the “Release”), and except to the extent provided in Section 6.07 and Section 6.09 of this Agreement, Executive shall be entitled to the benefits set forth below in this Article 3 (the “Severance Benefits”) solely upon any of the events set forth in Section 2.01 above.

     Section 3.02. Severance Pay. For each month of the Continuation Period (as defined below), Executive shall receive severance pay (“Severance Pay”) equal to one-twelfth (1/12) of the sum of (a) Executive’s annual Base Salary at its highest annual rate during the one-year period immediately prior to the Continuation Period and (b) Executive’s annual target bonus opportunity for the year in which his employment terminates. The Severance Pay shall be paid to Executive in accordance with the Company’s normal pay dates and payroll practices as in effect through the Continuation Period. As used herein, “Continuation Period” means the period, commencing with the termination of Executive’s employment, equal to six (6) months plus one (1) month for each full year and any partial year of Executive’s employment with the Company, measured from the date Executive was hired by the Company’s former parent corporation.

     Section 3.03. Annual Bonus. After Executive’s actual annual bonus is determined for the year in which the Continuation Period begins, Executive shall receive an amount in cash equal to such actual annual bonus, if any, prorated on a daily basis based on the number of days of Executive’s active employment during such year. Such bonus shall be calculated and paid on the same basis, and at the same time and in the same manner, as such annual bonus payments are made to actively employed executive officers of the Company.

     Section 3.04. Long-Term Cash Incentive Award Program. Executive’s participation in the 2002-2004 and 2003-2005 cycles under the Company’s Executive Long-Term Cash Incentive Award Program, as well as any subsequent cycles, shall cease effective as of the beginning of the Continuation Period. Award payments under such program, if any, shall be prorated based on the number of full months of Executive’s active employment during the cycle in question and calculated based on the actual Company achievement versus the peer group at the end of each cycle. Such award payments shall be made following the close of each cycle at the same time and in the same manner as such award payments are made to actively employed participants in such program.

     Section 3.05. Health Coverage.

     (a)  The Company shall provide continued medical, dental and vision insurance coverage, to the same extent as provided for other executives of the Company generally, for Executive and his enrolled dependents through the Continuation Period. Executive shall pay the same percentage of the total expense or specific amounts, as the case may be, for these coverages as Executive was paying immediately prior to the beginning of the Continuation Period.

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     (b)  At the end of the Continuation Period, Executive may elect to participate in the Company’s Executive Retiree Medical Plan (the “Retiree Plan”). Under the terms of the Retiree Plan, Executive and his eligible dependents may continue to participate in the Company-sponsored medical plans until Executive attains age 65 or becomes eligible for Medicare, whichever occurs first. Executive shall be responsible for payment of one hundred percent (100%) of the applicable monthly insurance premium for such coverage under the Retiree Plan.

     (c)  During the Continuation Period, the Company shall reimburse Executive for the documented costs, including laboratory and test fees, of annual physical examinations (not to exceed one annually) in an amount not to exceed one thousand five hundred dollars ($1,500) per examination.

     Section 3.06. Equity-Based Compensation.

     (a)  Executive’s unvested stock options, restricted stock awards and other stock-based incentive compensation awards (if any) granted under the Company’s equity-based compensation plans shall continue to vest through the Continuation Period.

     (b)  Executive has attained age 50 and has more than five (5) years of service with the Company, and, therefore, his vested stock options, including such options (or portions thereof) as vest during the Continuation Period, shall be exercisable by him for five (5) years from the beginning of the Continuation Period, except that if any such option would otherwise terminate sooner, such option shall not be exercisable after its termination date. Otherwise, Executive’s vested options shall be exercisable according to their terms.

     Section 3.07. Retirement Plans.

     (a)  Executive’s right to have contributions allocated to his account in the Company’s 401(k) Investment Savings Plan (the “401(k) Plan”) shall cease effective with the beginning of the Continuation Period. Executive shall be entitled to leave such account invested in the 401(k) Plan or roll it over to an IRA or another employer’s qualified plan.

     (b)  Executive shall be entitled to continue to participate in the Company’s Supplemental Investment Savings Plan throughout the Continuation Period up to the full amount of employee contributions permitted; provided, however, that the Company’s matching contribution under such plan shall cease effective with the beginning of the Continuation Period. Executive’s account balance under such plan shall be distributed to him in accordance with his distribution election form, on file with the Company.

ARTICLE 4
CERTAIN TAX REIMBURSEMENT PAYMENTS

     Section 4.01. Gross-up Payment. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with the Company or plan of the Company, including but not limited to stock options and other long-term incentives (in the aggregate “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled under this paragraph to an additional amount (the “Gross-Up Payment”) such that after payment by Executive of all of Executive’s applicable Federal, state and local taxes, including any Excise Tax, imposed upon such additional amount, Executive shall retain an amount equal to the Excise Tax imposed on the Total Payments. For purposes of this Section 4.01, Executive’s applicable Federal, state and local taxes shall be computed at the

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maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment.

     Section 4.02. Determinations. All determinations required to be made under this Article 4, including whether a Gross-Up Payment is required under Section 4.01, and the assumptions to be used in determining the Gross-Up Payment, shall be made by PricewaterhouseCoopers LLP, or such other firm as the Company may designate in writing (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within twenty (20) business days of the receipt of notice from Executive that he has become entitled to the Severance Benefits pursuant to Section 2.01, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the Person effecting the change in control of the Company or is otherwise unavailable, Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

     Section 4.03. Subsequent Redeterminations. Executive agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 4.02; provided, that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Article 4, the Company shall promptly pay to Executive, or Executive shall promptly repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “Later Payment”), the Company shall also pay to Executive an additional amount such that after payment by Executive of all of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive shall retain an amount equal to the total of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 4.03, Executive shall also repay to the Company the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

ARTICLE 5
SUCCESSORS AND ASSIGNMENTS

     Section 5.01. Successors. The Company shall require any successor (whether by reason of a change in control, direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

     Section 5.02. Assignment by Executive. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If Executive should die or become disabled while any amount is owed but unpaid to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid to Executive’s devisee, legatee, legal guardian or other designee, or if there is no such designee, to Executive’s estate. Executive’s rights hereunder shall not otherwise be assignable.

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ARTICLE 6
MISCELLANEOUS

     Section 6.01. Notices. Any notice required to be delivered hereunder shall be in writing and shall be addressed

     if to the Company, to:

Ingram Micro Inc.

1600 East St. Andrew Place

Santa Ana, California 92705

Attn: General Counsel;

     if to Executive, to Executive’s last known address as reflected on the books and records of the Company

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

     Section 6.02. Legal Fees and Expenses. Executive shall pay the first twenty-five thousand dollars ($25,000) of all legal expenses, including attorney fees, he reasonably incurs as a result of (i) the Company’s refusal to provide Severance Benefits or other amounts payable in accordance herewith upon an event set forth in Section 2.01, (ii) the Company’s (or any third party’s) contesting the validity, enforceability, or interpretation of the Agreement, (iii) any conflict between the parties pertaining to this Agreement, or (iv) Executive’s pursuing any claim under Section 6.15; provided, however, that if Executive is the prevailing party in any claim or dispute with respect to clauses (i), (ii), (iii) or (iv) of this Section 6.02, Executive shall be entitled to reimbursement from the Company for the amount of such expenses and fees in excess of twenty-five thousand dollars ($25,000) reasonably incurred by him that he actually paid and for which he was not previously reimbursed.

     Section 6.03. Arbitration. Executive and the Company each shall have the right and option to elect (in lieu of litigation) to have any dispute or controversy arising under or in connection with this Agreement settled by arbitration, conducted before a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of Executive’s principal place of employment with the Company, in accordance with the rules of the American Arbitration Association then in effect. Executive’s or the Company’s election to arbitrate, as herein provided, and the decision of the arbitrators in that proceeding, shall be binding on the Company and Executive. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. In connection with any such arbitration, the arbitrators’ fees and expenses shall be divided equally between the parties and each party shall otherwise bear its own fees and expenses; provided, however, that Executive shall pay the first twenty-five thousand dollars ($25,000) of Executive’s reasonably incurred fees and expenses (including his share of arbitrators’ fees and expenses divided between the parties); and provided, further, that if Executive is the prevailing party in any matter arbitrated under this Section 6.03, Executive shall be entitled to reimbursement from the Company for the amount of such expenses and fees in excess of twenty-five thousand dollars ($25,000) reasonably incurred by him as he actually paid and for which he was not previously reimbursed.

     Section 6.04. Unfunded Agreement. The obligations of the Company under this Agreement represent an unsecured, unfunded promise to pay benefits to Executive and/or

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Executive’s beneficiaries, and shall not entitle Executive or such beneficiaries to a preferential claim to any asset of the Company.

     Section 6.05. Non-Exclusivity of Benefits. Unless specifically provided herein, neither the provisions of this Agreement nor the benefits provided hereunder shall reduce any amounts otherwise payable, or in any way diminish Executive’s rights as an employee of the Company, whether existing now or hereafter, under any compensation and/or benefit plans (qualified or nonqualified), programs, policies, or practices provided by the Company, for which Executive may qualify. Vested benefits or other amounts which Executive is otherwise entitled to receive under any plan, policy, practice, or program of the Company (i.e., including, but not limited to, vested benefits under any qualified or nonqualified retirement plan), at or subsequent to the date of termination of Executive’s employment shall be payable in accordance with such plan, policy, practice, or program except as expressly modified by this Agreement.

     Section 6.06. Employment Status. Nothing herein contained shall interfere with the Company’s right to terminate Executive’s employment with the Company at any time, with or without Cause, subject to the Company’s obligation to provide such Severance Benefits and other amounts as may be required hereunder.

     Section 6.07. Mitigation.

     (a)  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor, except as provided below, shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by another employer.

     (b)  Notwithstanding any other provision of this Agreement to the contrary, including, without limitation, Section 6.07(a), in the event that Executive’s employment with the Company is terminated so as to entitle him to receive the Severance Benefits described in Article 3 of this Agreement, and if following such termination of employment Executive is subsequently employed by any party or becomes self-employed where, in either case, Executive becomes eligible to receive Base Salary and an annual bonus opportunity comparable in the aggregate to such compensation Executive received from the Company immediately prior to such termination, then all cash payments pursuant to Section 3.02 shall automatically cease on the first of the month immediately following the month in which Executive becomes entitled to such compensation; provided, however, that no other Severance Benefits shall be affected or reduced nor shall the period of time during which any of Executive’s equity-based awards may vest or be exercised as provided in Section 3.06 be affected or reduced.

     Section 6.08. No Set-Off. The Company’s obligations to make all payments and honor all commitments under this Agreement shall be absolute and unconditional and, except as provided in Section 6.09, shall not be affected by any circumstances including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive.

     Section 6.09. Entire Agreement. This Agreement represents the entire agreement between the Executive and the Company and its affiliates with respect to Executive’s employment and/or severance rights, and supersedes all prior discussions, negotiations, and agreements concerning such rights, including, but not limited to, any prior severance agreement made between Executive and the Company; provided, however, that any amounts payable to Executive hereunder shall be reduced by any amounts paid to Executive as required by any applicable local law in connection with any termination of Executive’s employment.

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     Section 6.10. Tax Withholding. Notwithstanding anything in this Agreement to the contrary, the Company shall withhold from any amounts payable under this Agreement all Federal, state, city, or other taxes as are legally required to be withheld.

     Section 6.11. Waiver of Rights. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

     Section 6.12. Severability. In the event any provision of the Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

     Section 6.13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to principles of conflict of laws.

     Section 6.14. Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument.

     Section 6.15. Claim Review Procedure. If Executive is denied benefits under this Agreement, Executive may request, in writing, a review of the denial by the Company or its designee within sixty (60) days of receiving written notice of the denial. The Company shall respond in writing to a written request for review within ninety (90) days of receipt of such request. Neither the claim procedure set forth in this Section 6.15 nor Executive’s failure to adhere to such procedure shall diminish Executive’s right to enforce this Agreement through legal action, including arbitration as provided in Section 6.03.

     Section 6.16. Indemnification. The Company shall indemnify Executive (and Executive’s legal representatives or other successors) to the fullest extent permitted by the Certificate of Incorporation and By-Laws of the Company, as in effect at such time or on the Effective Date, or by the terms of any indemnification agreement between the Company and Executive, whichever affords or afforded greater protection to Executive, and Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers (and to the extent the Company maintains such an insurance policy or policies, Executive shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company officer or director), against all costs, charges and expenses whatsoever incurred or sustained by Executive or Executive’s legal representatives at the time such costs, charges and expenses are incurred or sustained, in connection with any action, suit or proceeding to which Executive (or Executive’s legal representatives or other successors) may be made a party by reason of Executive’s being or having been a director, officer or employee of the Company or any Subsidiary of the Company or Executive’s serving or having served any other enterprise as a director, officer, employee or fiduciary at the request of the Company.

ARTICLE 7
DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings set forth below.

     “Accounting Firm” has the meaning set forth in Section 4.02 hereof.

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     “Base Salary” means, at any time, the then-regular annual rate of pay which Executive is receiving as annual salary.

     “Board” has the meaning set forth in the third Recital of this Agreement.

     “Cause” means the occurrence of any one or more of the following:

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

          (b) Executive’s gross negligence in the performance of Executive’s duties hereunder; or

          (c) Executive’s conviction for committing an act of fraud, embezzlement, theft, or any other act constituting a felony involving moral turpitude.

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

     “CEO” has the meaning set forth in Section 1.01 hereof.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Company” has the meaning set forth in the introductory paragraph of this Agreement.

     “Continuation Period” has the meaning set forth in Section 3.02 hereof.

     “Effective Date” has the meaning set forth in the introductory paragraph of this Agreement.

     “Excise Tax” has the meaning set forth in Section 4.01 hereof.

     “Executive” has the meaning set forth in the introductory paragraph of this Agreement.

     “401(k) Plan” has the meaning set forth in Section 3.07(a) hereof.

     “Good Reason” means, without Executive’s express written consent, the occurrence of any one or more of the following:

          (a) a reduction in Executive’s then-existing authorities, duties, responsibilities and status as an officer of the Company, excluding any designated acting or temporary authorities, duties, responsibilities and status; provided, however, an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by Executive shall not constitute Good Reason;

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          (b) the Company’s requiring Executive to be based at a location in excess of thirty-five (35) miles from Executive’s then-existing principal job location or office; except for required travel on the Company’s business to an extent consistent with Executive’s business travel obligations;

          (c) reduction by the Company of Executive’s Base Salary or total annual target compensation from the highest level at any time in the year prior to such reduction by more than 10%;

          (d) the failure by the Company to keep in effect compensation, retirement, health and welfare benefits, or perquisite programs under which Executive receives benefits substantially similar, in the aggregate, to his benefits under such programs immediately prior to the Effective Date (other than pursuant to an equivalent reduction in such benefits of the Company’s other senior executives).

     “Gross-Up Payment” has the meaning set forth in Section 4.01 hereof.

     “Later Payment” has the meaning set forth in Section 4.03 hereof.

     “Person” means an individual, corporation, partnership, association, trust or any other entity or organization.

     “Release” has the meaning set forth in Section 3.01 hereof.

     “Retiree Plan” has the meaning set forth in Section 3.05(b) hereof.

     “Severance Benefits” has the meaning set forth in Section 3.01 hereof.

     “Severance Pay” has the meaning set forth in Section 3.02 hereof.

     “Subsidiary” of the Company means any other Person of which securities or other ownership interests having voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by the Company.

     “Total Payments” has the meaning set forth in Section 4.01 hereof.

     “2000 Agreement” has the meaning set forth in the second Recital of this Agreement.

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

EXECUTIVE			Ingram Micro Inc.
		By:
Michael J. Grainger		Name:
			Title:

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EXHIBIT 10.47

SEPARATION AGREEMENT

          This Separation Agreement (this “Agreement”) is made and entered into as of January 30, 2004 by and between Ingram Micro Inc., a Delaware corporation (the “Company”), and JAMES E. ANDERSON, JR. (“Executive”) (the Company and Executive hereinafter referred to together as the “Parties”).

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

          WHEREAS, the Parties have agreed that Executive shall terminate his employment with the Company on January 31, 2004 and that such termination shall constitute a “Constructive Event” within the meaning of the Retention Agreement.

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

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

     1.     Resignation. Effective as of January 31, 2004 (the “Effective Date”), and subject to Executive’s not revoking the Release (as defined below), (a) Executive agrees to resign all of his positions with the Company and the Company agrees to accept Executive’s resignation from such positions, and (b) each of the Parties agrees to execute and deliver to the other a Release (the “Release”) in the form attached hereto as Exhibit B.

     2.     Separation Payments.

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

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

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

	(c) The Company shall provide to Executive, in accordance with Section 2.04(b)(ii) of the Retention Agreement, Executive’s “Accrued Benefits” (as defined in Section 2.03(a) of the Retention Agreement) through and including the Effective Date.
	(d) Subject to Executive’s not revoking the Release, the Company shall pay Executive, in accordance with Section 2.04(b)(iii) of the Retention Agreement, in equal installments at the times and in accordance with the applicable Company payroll system, over a period of nineteen (19) months measured from the Effective Date, the sum of Executive’s “Basic Termination Benefit,” “Bonus Amount” and “Basic Bonus Amount” (each as defined in Section 2.04(a)(iii), 2.03(b)(ii) and 2.03(c), respectively, of the Retention Agreement). Notwithstanding any interpretation of the Retention Agreement to the contrary, the Parties agree that this sum shall be one million sixty-five thousand six hundred forty- three dollars ($1,065,643.00). For purposes of this Agreement, notwithstanding any interpretation of the Retention Agreement to the contrary, the Parties agree further that the “Payment Period” pursuant to the Retention Agreement and this Agreement shall extend for nineteen (19) months from the Effective Date through August 31, 2005.
	(e) Subject to Executive’s not revoking the Release, the Company shall provide to Executive, in accordance with Section 2.04(b)(iv) of the Retention Agreement, Executive’s “Additional Benefits” (as defined in Section 2.03(d) of the Retention Agreement and as may be modified below) through and in respect of the “Payment Period” (as set forth in Section 2(d) above). Notwithstanding any interpretation of the Retention Agreement to the contrary, the Parties agree that such Additional Benefits shall consist solely of the following:

(i) Executive’s continued participation under the Company’s medical care and dental plans (or any successor medical or dental plans adopted by the Company) in which Executive participates as in effect immediately prior to the Effective Date (subject to changes in coverage levels applicable to all employees generally covered by such plans), if he elects to receive continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the applicable period under COBRA commencing with the Effective Date; provided, however, that if Executive elects such coverage, the Company shall provide such coverage at the Company’s expense during the Payment Period (whether or not such period exceeds the period of COBRA “continuation coverage” (within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended)), and Executive shall be eligible after the Payment Period to participate in the Company’s Executive Retiree Medical Plan or any successor retiree medical plan of the Company, as in effect from time to time (the “Retiree Plan”), at his own expense and in accordance with the terms and conditions of such retiree medical plan. Under the terms of the Retiree Plan as of the Effective Date hereof, subject to any amendment or termination of the Retiree Plan, Executive and his eligible dependents may continue to participate in the

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	Company-sponsored medical plans until Executive attains age 65 or becomes eligible for Medicare, whichever occurs first. Executive shall be responsible for payment of one hundred percent (100%) of the applicable monthly insurance premium for such coverage under the Retiree Plan;

	(ii) reimbursement of the documented costs, including laboratory and test fees, of annual physical examinations (not to exceed one annually) for Executive in an amount not to exceed one thousand five hundred dollars ($1,500) per examination;
	(iii) Executive’s participation in the Company’s Supplemental Investment Savings Plan (the “Supplemental Plan”) during the Payment Period up to the full amount of employee contributions permitted; provided, however, that the Company shall not be required to make any matching contributions with respect to Executive’s contributions during the Payment Period; and provided, further, that Executive’s account balance under the Supplemental Plan shall be distributed to him, in forty (40) equal quarterly installments beginning in the fourth calendar quarter of 2005; and
	(iv) continued vesting, during the Payment Period, of outstanding stock options granted to Executive prior to the Effective Date pursuant to the Company’s “Stock Plans” (as defined in Section 2.02(b)(i) of the Retention Agreement). A summary of the status of Executive’s stock options as of January 15, 2004 is attached hereto as Exhibit C.

     3.     Stock Option Exercises. Executive has attained age 50 and has more than five (5) years of service with the Company, and, therefore, Executive’s outstanding vested stock options granted to him prior to the Effective Date pursuant to the Company’s “Stock Plans” (as defined in Section 2.02(b)(i) of the Retention Agreement), including such options (or portions thereof) as vest during the Payment Period, shall be exercisable by him for five (5) years from the Effective Date hereof, except that if any such option would otherwise terminate sooner, such option shall not be exercisable after its termination date. Otherwise, Executive’s outstanding vested stock options shall be exercisable according to their terms.

     4.     401(k) Plan. Executive’s right to have contributions allocated to his account in the Company’s 401(k) Investment Savings Plan (the “401(k) Plan”) shall cease effective with the Effective Date. Executive shall be entitled to leave such account invested in the 401(k) Plan or roll it over to an individual retirement account or another employer’s qualified plan.

     5.     Long Term Incentive Plan.

(a) With respect to the Company’s 2002 Long-Term Executive Cash Incentive Award Program, as amended from time to time (the “2002 Cash Program”), Executive shall receive a payment equal to thirty-six thirty-sixths (36/36) of the final calculated payout amount, if any, attributable to Executive’s award under the 2002 Cash Program, calculated based on the Company’s actual achievement compared with the Company’s peer group at the end of the 2002 Cash Program cycle, in accordance with the

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	terms and conditions of the 2002 Cash Program. Such payment shall be (i) made in accordance with the applicable Company payroll system at or about the same time as the Company makes payments to other participants in the 2002 Cash Program and (ii) in full satisfaction of any and all amounts payable to Executive under the 2002 Cash Program.
	(b) With respect to the Company’s 2003 Long-Term Executive Cash Incentive Award Program, as amended from time to time (the “2003 Cash Program”), Executive shall continue to participate in the 2003 Cash Program during the Payment Period as if he were an actively employed participant in the 2003 Cash Program. Accordingly, Executive shall receive a payment equal to thirty-two thirty-sixths (32/36) of the final calculated payout amount, if any, attributable to Executive’s award under the 2003 Cash Program, calculated based on the Company’s actual achievement compared with the Company’s peer group at the end of the 2003 Cash Program cycle, in accordance with the terms and conditions of the 2003 Cash Program. Such payment shall be (i) made in accordance with the applicable Company payroll system at or about the same time as the Company makes payments to other participants in the 2003 Cash Program and (ii) in full satisfaction of any and all amounts payable to Executive under the 2003 Cash Program.
	(c) Executive shall not be entitled to participate in the Company’s 2004 Long-Term Executive Cash Incentive Award Program.

     6.     2003 Bonus. Executive shall receive one hundred percent (100%) of his target incentive award under the Company’s 2003 Executive Incentive Award Program (the “Bonus Program”), regardless of the Company’s actual achievement under the terms and conditions of the Bonus Program. Such payment shall be (a) made at or about the same time and in the same manner as the Company makes payments to other participants in the Bonus Program and (b) in full satisfaction of any and all amounts payable to Executive under the Bonus Program.

     7.     Deferred 2003 Retention Payment. In accordance with Executive’s currently effective election under the Retention Payment Deferral Agreement between the Executive and the Company dated as of December 16, 2002 (the “Deferral Agreement”), Executive shall receive payment of his “Deferred Account Balance” (within the meaning of the Deferral Agreement), in forty (40) equal quarterly installments beginning on January 31, 2006.

     8.     Loan Forgiveness. As required by the Promissory Note between Executive and the Company dated as of February 12, 2002 (the “Note”) and the “2002 Letter” (as defined in the Note), the Company agrees to forgive, upon Executive’s termination of employment pursuant hereto for “Good Reason” within the meaning of the Retention Agreement, any and all then outstanding principal and accrued interest on the loan (the “Loan”) represented by the Note. Further as required by the Note and the 2002 Letter, the Company shall “gross up” the taxable portion of the Loan, when it is forgiven, at a Federal tax rate of 38.6%, a California tax rate of 9.3% and a FICA/Medicare tax rate of 1.45%, or the highest applicable tax rates for Executive’s income bracket at that time, by contributing such grossed up amount to the applicable tax authorities on Executive’s behalf.

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

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

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

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

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

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

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

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

     17.     Severability. If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties hereto. The Parties further agree to replace such

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void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision and to execute any amendment, consent or agreement deemed necessary or desirable by the Company to effect such replacement.

[Signature Page Follows]

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

EXECUTIVE		Ingram Micro Inc.
		By:
James E. Anderson, Jr.		Name:
		Title:

S-1

 

EXHIBIT 10.48

EXECUTION COPY

Dated August 14, 2003
as amended and restated on December 29, 2003

between

BNP PARIBAS BANK N.V.
as Transferee

and

INGRAM MICRO DISTRIBUTION GMBH
as Originator

and

COMPU-SHACK-ELECTRONIC GMBH
as Originator

and

INGRAM MICRO HOLDING GMBH
as Depositor

GERMAN MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT

HENGELER MUELLER

RECHTSANWÄLTE

 

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

TABLE OF CONTENTS

PART I. DEFINITIONS - INTERPRETATION					5
1.		Definitions			5
2.		Interpretation			5
PART II. PURPOSE - TERM - CONDITIONS PRECEDENT					6
3.		Purpose			6
4.		Effective Date - Termination			6
5.		Conditions Precedent			6
PART III. TRANSFER OF RECEIVABLES					8
6.		Transferable Receivables			8
7.		Eligible Receivables			8
8.		Eligible Debtors			10
9.		Conditions of Transfer			10
10.		Transfer of Receivables			11
11.		Warranties of Compliance			13
PART IV. INFORMATION - PROGRAM MANAGEMENT					13
12.		Information Obligations of the Originators			14
13.		Calculation and Determination of the Financing Conditions by the Transferee			14
14.		Transactions to be carried out during the Replenishment Period			14
15.		Transactions to be carried out during the Redemption Period or any Temporary Redemption Period			14
PART V. SERVICING AND COLLECTION OF RECEIVABLES					15
16.		Servicing Obligations of the Originators			15
17.		Equivalent Payments			16
18.		Servicing Mandate			17
19.		Obligations of the Originators in respect of Collections			18
20.		Renegotiations			18
21.		Authority to Sue and be Sued			19
22.		Payments of Collections			19
23.		Diligence Obligations of the Originators			20
24.		Retransfer to the Originators			21
25.		Onward Transfer by the Transferee			22
PART VI. FINANCING					23
26.		Characteristics of the Financing			23
27.		Maximum Financing Amount			24
28.		Issuer of Reference			25
29.		Transfer Fee			25
30.		Management Fee			26
PART VII. DEPOSITS					26
31.		Creation of Deposits on the Initial Transfer Date			26
32.		Change in the Subordinated Deposit			26
33.		Change in the Complementary Deposit			28
34.		Cash Collateral			29
35.		Increase of the Cash Collateral			29
36.		Release of the Cash Collateral			29
37.		Immobilization Fee			29
PART VIII. REPRESENTATIONS AND WARRANTIES - COVENANTS					30
38.		Representations and Warranties			30
39.		Covenants			32

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

PART IX. EVENTS OF DEFAULT					33
40.		Events of Default and Termination of the Transferee’s Commitment			33
41.		Remedies upon the Occurrence of an Event of Default or a Termination of the Transferee’s Commitment			37
PART X. MISCELLANEOUS					38
42.		Payments and Currency for Payments			38
43.		Waiver			39
44.		Late payment Interests			39
45.		Taxes			39
46.		Change in Circumstances			40
47.		Expenses			41
48.		Sub-contracting and Substitution			41
49.		Confidentiality			41
50.		Benefit of the Agreement			42
51.		Notices, Communication and Documents			42
52.		Exercise of Rights			44
53.		Language			44
54.		Indivisibility			44
55.		Governing Law - Jurisdiction - Counterparts			44
SCHEDULE 1 Glossary					46
SCHEDULE 2 Offer Form					62
SCHEDULE 3 Form of Statement and Portfolio Files					64
SCHEDULE 4 Financing Conditions					72
SCHEDULE 5 Timetable					76
SCHEDULE 6 Retransfer Form					77
SCHEDULE 7 Calculation of the Daily and Transfer Fees					79
SCHEDULE 8 Trigger Event					83
SCHEDULE 9					86
SCHEDULE 10 Calculation of the Subordinated Deposit Rate					89
SCHEDULE 11A Form of the Originator’s Auditors Certificate (Effective Date)					91
SCHEDULE 12A Form of the Managing Director’s Certificate (Effective Date)					93
SCHEDULE 12B Form of the Managing Director’s Certificate					95
SCHEDULE 13 Form of legal opinion of in-house counsel of the Guarantor					97
SCHEDULE 14 Management Procedures					99
SCHEDULE 15 Form of ERoT-Certificate					122
SCHEDULE 16 Part I: US Guarantee (Collections)					123
		Part II: US Guarantee (Fees)			135
SCHEDULE 17 Liquidity Fees					147
SCHEDULE 18A Confirmation of Program Continuation upon an ERoT Withdrawal Event					148

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

together with any ancillary rights of such Transferable Receivable(s) and any related security for the Purchase Price in accordance with this Agreement, subject to Clause 9, provided that:

	(a)		on or after the Final Transfer Date, the Transferee shall no longer be authorized to purchase any Transferable Receivable;
	(b)		in the event that any of the Originators does not make an Offer on two consecutive Information Dates, the Final Transfer Date shall be deemed to have occurred on the last of these two Information Dates; and
	(c)		no Offer shall be deemed to be made by an Originator for the Transfer Date relating to such Information Date if no Transferable Receivable originated during the Collection Period immediately preceding such Information Date is reported in the relevant Statement and Portfolio Files notified to the Transferee on such Information Date.

B.

Each Offer must be made substantially in the form set out in Schedule 2 hereto and shall contain the following information:

	(i)		the number of Transferable Receivables to be assigned, the total aggregate outstanding amount of the Transferable Receivables to be assigned, the amount of Credit and Dilution in respect of Transferable Receivables to be assigned, and
	(ii)		in respect of each offered Transferable Receivable, the invoice number and Debtor identification number, the amount due as of the relevant Information Date, the due date, a detailed description of any related security and the invoice date.

		Additionally, with respect to any such offer, a Debtors File and a Debtors Table are to be provided to the Data Protection Trustee in the form of Schedule 3. .
10.2		Financing Conditions

Following the delivery of any Offer in accordance with Clause 10.1 and subject to Clause 9, the Transferee shall send a notification to the Originators with a copy to the Depositor and Ingram Micro Coordination Center BVBA/Sprl. in respect of all Transferable Receivables which are the subject of such Offer on the relevant Calculation Date in the form of Schedule 4 (the “Financing Conditions”).

10.3

Acceptance of Offer; Purchase Price

The Purchase Price for any offered Transferable Receivable shall be equal to the outstanding Billing Amount. The Transferee shall accept any Offer made in accordance with Clause 10.1 and subject to Clause 9 by payment of the aggregate Purchase Price for all Transferable Receivables (together with any related security) contained in such Offer on the next Transfer Date or to the order of the Transferee as such Transfer Date appears in the then applicable Schedule 5 attached to this Agreement.

10.4

Transfer of Title

Upon acceptance of the relevant Offer in accordance with Clause 10.3 of this Agreement the purchase and assignment of the offered Transferable Receivables and the related security (if any) shall become effective, and all rights thereto (including any ancillary rights thereto) shall pass to the Transferee; provided that in the event that the title to the related security is not transferable by means of a mere agreement between the Transferee and the relevant Originator, the parties hereto agree that:

(a)

if the related security is governed by Gentian law and the transfer of possession (Besitzübergabe) is necessary for the transfer of title, such transfer of possession shall be substituted as follows:

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

	-		if the relevant Originator holds direct possession (unmittelbarer Besitz) in respect of the related security, such Originator shall hold such related security in custody for the Transferee free of charge;
	-		if the relevant Originator holds indirect possession (mittelbarer Besitz) in respect of the related security or is entitled to claim surrender of the related security from a third party for any other reason, such Originator hereby assigns any claim to surrender (Herausgabeanspruch) the related security to the Transferee who hereby accepts such assignment;

(b)		if the related security is governed by the laws of any other jurisdiction, sub-clause (a) above shall apply mutatis mutandis.
10.5		Transfer Procedures
A.		On each Transfer Date before 1.00 p.m., each Originator shall, subject to Clause 9, transfer to the Transferee the Transferable Receivables the subject of the Offer made on the related Information Date pursuant to Clause 10.2.
B.		Furthermore, on such Transfer Date:

	(i)		each Originator shall deliver to the Transferee an Offer; and
	(ii)		at the same time as the Offer Form is delivered, the Transferee shall pay to the relevant Originator’s Account an amount equal to the aggregate Billing Amount of the Group of Transferred Receivables, with good value on that date.

11.		Warranties of Compliance
A.		On each Transfer Date, each Originator makes the following representations and warranties (the Warranties of Compliance) for the benefit of the Transferee in respect of each Transferred Receivable in the form of an independent guarantee (selbständige Garantie):

	(i)		such Transferred Receivable bears all of the characteristics of a Transferable Receivable;
	(ii)		such Transferred Receivable is identified in the Statement and in the Portfolio Files delivered on the Information Date relating to such Transfer Date and the relevant Statement and the Portfolio Files strictly conform with the forms attached as Schedule 3; and
	(iii)		if identified as an Eligible Receivable in the Statement or in the Portfolio Files delivered on the Information Date relating to such Transfer Date, such Transferred Receivables bears all the characteristics of an Eligible Receivable.

B.

The Warranties of Compliance shall be deemed reiterated by each Originator to the Transferee on each Transfer Date.

PART IV. INFORMATION – PROGRAM MANAGEMENT

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

12.		Information Obligations of the Originators
A.		On each Statement Date, each Originator shall draw up a Statement and the related Portfolio Files in order to notify the Offer to the Transferee before 11.00 a.m. on the Information Date corresponding to that Statement Date.
B.		Any Statement and any of the Portfolio Files shall be notified in their respective form as set out in Schedule 3.
13.		Calculation and Determination of the Financing Conditions by the Transferee

On each Calculation Date, before 04.00 p.m. and after the Transferee has received a Statement, the Transferee shall notify the Financing Conditions to the relevant Originator in the form set out in Schedule 4.

14.

Transactions to be carried out during the Replenishment Period

On each Transfer Date before 01.00 p.m., the following transactions shall be carried out (as far as they should be carried out on such date pursuant to this Agreement) in the following order of priority:

(i)		payment by the Originators to the Transferee of an amount equal to the difference between: (a) the amount of Collections relating to the immediately preceding Collection Period ending before such Transfer Date; and (b) the Retransfer Payments made in relation to the Retransfers occurring during such Collection Period (exclusive of its last day);
(ii)		Increase of the Deposits, if any;
(iii)		payment by the Originators to the Transferee of the Transfer Fee and the Management Fee;
(iv)		payment of the Purchase Price to the relevant Originator by the Transferee of the Transferred Receivables listed in the Financing Conditions;
(v)		Release of the Deposits, if any;
(vi)		payment of the Immobilization Fee; and
(vii)		payment of the Collection Fee.
15.		Transactions to be carried out during the Redemption Period or any Temporary Redemption Period

On each Transaction Date which is not a Transfer Date before 12.00 a.m. (during the Redemption Period or any Temporary Redemption Period), the following transactions (as far as they should be carried out on such date pursuant to this Agreement) shall be carried out in the following order of priority:

(i)

payment by the Originators to the Transferee of an amount equal to the difference between (a) the amount of Collections relating to the immediately preceding Collection Period ending before such Transaction Date, and (b) the Retransfer Payments made in relation to the Retransfers occurring during such Collection Period exclusive of its last day;

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

(ii)		payment by the Originators to the Transferee of the Transfer Fee and the Management Fee;
(iii)		Release of the Complementary Deposit, subject to the limits and conditions set forth in Part VII;
(iv)		after the redemption in full of the Financing and Complementary Deposit, Release of the Subordinated Deposit or part thereof, subject to the limits and conditions set forth in Part VII; and
(v)		payment of the Immobilization Fee; and
(vi)		payment of the Collection Fee.

PART V. SERVICING AND COLLECTION OF RECEIVABLES

16.

Servicing Obligations of the Originators

For so long as the Financing has not been fully reimbursed pursuant to the provisions of the Agreement, each Originator as servicer undertakes as follows:

(i)		not to make any change whatsoever in the contractual terms and conditions applicable to the Transferred Receivables and to such rights and security interests as may be attached to them, unless otherwise provided by this Agreement;
(ii)		at the Transferee’s request in order to protect its interests, to inform the Transferee of any related security and other rights attached to the Transferred Receivables and to co-operate with the Transferee whenever said related security and rights are exercised or enforced;
(iii)		not to demand that the Transferee perform any act or carry out any formality not provided for in this Agreement;
(iv)		to fulfil its contractual obligations towards the Debtors;
(v)		to retain all contracts and documents concerning each Transferred Receivable until the relevant Transferred Receivable is paid in full or has become an Irrecoverable Receivable;
(vi)		to remit promptly to the Transferee all documents and contracts relating to a Transferred Receivable on first demand by the Transferee, in order to enable it to verify the accuracy of the Warranties of Compliance;
(vii)		to inform the Transferee promptly if any of the Warranties of Compliance made by such Originator is inaccurate as regards any Transferred Receivable;
(viii)		to inform the Transferee promptly of any change concerning its computer system in the event that such change may at any time prevent the Transferee’s access to the data contained in any Statement or any Portfolio File, as well as any change concerning the working or running of any Statement or any Portfolio File;
(ix)		not to change the nature of its business if such change will or is likely to materially alter the Quality of the Transferred Receivables, or its ability to fulfil its management obligations under the Agreement; however, such Originator shall be authorized to modify its general terms and conditions used in connection with the Commercial Contracts; provided that it has previously given notice of its intention to the Transferee and that such modification has no Material Adverse Effect;

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

(x)		to carry on its business so that the Quality of the Transferred Receivables and the ability of the relevant Originator to fulfil its servicing obligations under the Agreement are not materially altered thereby;
(xi)		not to change its Management Procedures in a manner likely to alter materially the Transferee’s rights (in particular, a change causing a deterioration of the quality of information provided to the Transferee or of the performance of the Transferable Receivables), and to inform promptly the Transferee of any material change in those Management Procedures in any event;
(xii)		to inform the Transferee of any material breach of its obligations as regards the servicing of the Transferable Receivables;
(xiii)		not to use, for the servicing of the Transferable Receivables (namely, as regards the use of any Statement or any Portfolio File), software not belonging to it or which license prohibits the Originator’s use for the purposes of the Agreement;
(xiv)		not to use any other bank account other than the Collection Accounts for the Debtor Payments,
(xv)		to set up with the Transferee and at least once a year after 2004 an updated indicative timetable intended to replace the timetable set up for the years 2003 and 2004 attached as Schedule 5 and, at the same time, to specify with the Transferee which of the dates appearing in the relevant new timetable shall be deemed the first Transfer Date for the relevant year; and
(xvi)		to inform the Transferee immediately if any supplier withdraws the authority to collect any Receivable which is subject to an Extended Retention of Title Clause.
17.		Equivalent Payments
17.1		Amount of an Equivalent Payment

If the Billing Amount of any Transferred Receivable is reduced or the cumulative Debtor Payments are less than the Billing Amount for any reason whatsoever other than an inability to pay because Insolvency Proceedings with respect to the respective Debtor have been instituted (each such reduction, a “Dilution”) then the relevant Originator shall be treated as having received the amount of such Dilution on the date of such Dilution in addition to any other amounts which may be received on such Transferred Receivable. Such Dilution shall be paid by the relevant Originator on the date and in the manner set forth in Clauses 17.2 and 17.3 and such payment shall be treated for the purposes of this Agreement as an Equivalent Payment in an amount equivalent to the amount of such Dilution.

In particular but not limited to, a reduction of the Billing Amount due to any of the following events shall be deemed a Dilution for the purposes of this Agreement:

(i)		the Transferee no longer holds unrestricted title to such Transferred Receivable and any related security and other rights relating thereto; or
(ii)		the relevant Originator is in breach of one or more Warranties of Compliance concerning such Transferred Receivable, the consequence of which is to reduce the amount of this Transferred Receivable or to cause the Debtor to contest it; or
(iii)		the Debtor Payments are reduced as a consequence of any supplier enforcing its rights under an Extended Retention of Title Clause.
17.2		Date of Equivalent Payments

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

For so long as the Servicing Mandate is not terminated, the Equivalent Payment shall be made on the Transaction Date immediately following the date of the occurrence of the aforementioned event. Upon termination of the Servicing Mandate, the Equivalent Payment referred to in Clause 17.1 shall be made on the date on which the respective Dilution occurs.

17.3

Remedies of the Transferee

In any event, in respect of any Equivalent Payment that is due and payable to the Transferee, each Originator hereby accepts that the Transferee may:

(i)		automatically set-off the amount owed to the Transferee in respect of said Equivalent Payment against the amount owed to the Depositor in respect of any Release of the Deposits; or
(ii)		in case no amounts can be set-off, and upon written notice setting out the reason to the relevant Originator, exercise all rights and remedies against such Originator or the Guarantor including any of its rights under the US Guarantee, in order to obtain payment of the sums due and payable which remain outstanding, without prejudice to the Transferee’s rights under Clause 40.
18.		Servicing Mandate
18.1		Servicing Mandate

Subject to Clause 18.2, the Originators as servicers shall handle the collection of the Transferred Receivables on behalf of the Transferee. The Transferee hereby confers to each Originator the mandate to service the Receivables and the collection thereunder, which each Originator hereby accepts. Until termination of the Servicing Mandate, the Transferee shall pay the Originators a Collection Fee for each Fee Computation Period equal to 0.50 % per annum of the amount of the Financing on the Transaction Date at the beginning of such Fee Computation Period. The Collection Fee shall be computed on the basis of the exact number of days in each Fee Computation Period, adjusted to a 360-day year, and shall be payable on the last Transaction Date of each Fee Computation Period.

18.2		Termination of Servicing Mandate
A.		It is not initially provided that the Transferee informs the Debtors of the transfer of Transferred Receivables. However, in order to protect its interests and in particular if an Event of Default has occurred, the Transferee may (i) inform the Debtors of the transfer at any time in its discretion; (ii) terminate the Servicing Mandate as regards all or part of the Transferred Receivables, subject to having notified the relevant Originator thereof in writing at least five (5) Business Days before the date of such termination; (iii) terminate the Collection Accounts Pledge Agreement accordingly, and (iv) transfer to a Back-up Servicer the management and recovery mandate for collections of the Transferred Receivables. Once appointed, the Back-up Servicer may directly notify the Debtors of the transfer and direct the payments of the Receivables to the Transferee’s Account.
B.		All costs incurred by the Transferee in connection with:

	(a)		the termination of the Servicing Mandate and the enforcement of the Collection Accounts Pledge Agreement; and
	(b)		the management of the collection of the Transferred Receivables and the Collections by the Back-up Servicer;

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

		shall be borne exclusively by the Originators, up to an amount limited to EUR two (2) per Invoice (not including legal and court fees). The Originators shall reimburse all such costs (including legal and court fees) upon duly justified and documented demand.
C.		The termination of the Servicing Mandate shall not give rise to any termination indemnity in favor of any Party.
19.		Obligations of the Originators in respect of Collections

With respect to the collection of the Transferred Receivables, for so long as the Financing has not been repaid in full, each Originator undertakes:

(i)		(A) to refrain from materially modifying its Management Procedures in a manner that would likely cause prejudice to the Transferee’s rights, namely by causing an increase of the average term of collection or a lower collection rate, and, in any event, (B) to inform promptly the Transferee of any material change in its Management Procedures concerning the collection procedures and (C) to provide the Transferee with an yearly update of its Management Procedures;
(ii)		not to change the nature of its business if such a change will or is likely to materially and adversely affect the collection of the Transferred Receivables or its ability to fulfil its obligations under this Agreement, namely as regards the collection of Transferred Receivables;
(iii)		to carry on its business so that the collection of the Transferred Receivables or its ability to fulfil its obligations under the Agreement, namely as regards the collection of Transferred Receivables, cannot be materially and adversely be affected thereby;
(iv)		to provide the Transferee, upon reception of fully-substantiated notification by the latter so requesting, Statements, Portfolio Files and all other documents allowing it to verify the performance of its obligations as regards the collection of the Transferred Receivables;
(v)		to inform the Transferee of any material breach of its obligations as regards the servicing of the Transferred Receivables;
(vi)		not to provide any documents containing, to the best of its knowledge, inaccurate or incomplete information;
(vii)		not to credit on the Collection Accounts any sums that are not Debtor Payments within the meaning of this Agreement and not to have Debtor Payments paid to accounts other than the Collection Accounts; and
(viii)		not to use, for the collection of the Transferred Receivables (namely, as regards the use of any Statement or any Portfolio File), software not belonging to it or whose license prohibits its use for the purposes of the Agreement;
(ix)		if any supplier of any Originator withdraws such Originator’s authority to collect Receivables which are subject to an Extended Retention of Title Clause, such Originator shall notify the Transferee by telefax without any delay, but in any case no later than three (3) Business Day following the receipt of such withdrawal.
20.		Renegotiations

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

A.		In the event an Insolvency Proceeding is instituted against a Debtor or a Group of Debtors in relation to one or several Transferred Receivables, each Originator may, subject to the fulfillment of its diligence obligations under Clause 23, make or accept proposals with a view to extend the maturity of those Transferred Receivables. However, for any proposal of renegotiations not envisaged in the Management Procedures, or whose characteristics are not those provided for such type of proposal of renegotiations in the Management Procedures, the relevant Originator must obtain the prior written consent of the Transferee, which shall not be unreasonably withheld, before declining or accepting such proposal.
B.		Each Originator shall be entitled to grant Credits in accordance with its Management Procedures.
C.		Without prejudice to Clause 20. A above, each Originator may renegotiate the due date of a Transferred Receivable in accordance with its Management Procedures.
D.		Aside the instances described above, the Originators shall not under any circumstances modify the contractual terms and conditions of a Transferred Receivable without the prior written consent of the Transferee, which shall not be unreasonably withheld.
21.		Authority to Sue and be Sued
A.		Each Originator as servicer shall hereby be authorised to sue Debtors owing Transferred Receivables in any court in Germany or in any other competent jurisdiction in such Originator’s own name and for the benefit of the Transferee (gewillkürte Prozeb istandschaft), the Transferee being obliged where necessary to assist the respective Originator in exercising all rights and remedies under and in connection with the relevant Transferred Receivables.
B.		The costs, fees and taxes incurred in connection with the above proceedings shall be borne solely by the respective Originator. However, any damages paid and court fees reimbursed, in any recovery proceeding described above, beyond the Billing Amount of the relevant Transferred Receivables shall remain to the benefit of the relevant Originator.
22.		Payments of Collections
A.		For a given Collection Period, the Collections shall be the total sum of:

	(a)		the Debtor Payments made during that Collection Period; plus
	(b)		the Equivalent Payments owed by the Originators to the Transferee with respect to Clause 17.2, as to events described in Clause 17.1 having occurred during that Collection Period; plus
	(c)		the Retransfer Payments owed by the Originators to the Transferee with respect to all Retransfers made during that Collection Period (subject to Clause 24.3).

B.

Until and unless an Early Termination Event has occurred during any given Collection Period:

	-		each Originator shall be free to use the Debtor Payments standing to the credit of its respective Collection Accounts at any time during such Collection Period, subject only to the relevant provisions of the Collection Accounts Pledge Agreement; and
	-		each Originator shall, on the Transaction Date following such Collection Period before 01.00 p.m., debit from the Collections Accounts and credit to the Transferee’s Account the full amount of the Debtor Payments having been made during such Collection Period.

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

C.		Upon the occurrence during any given Collection Period of an Early Termination Event which is continuing, the Transferee, in its capacity as beneficiary under the Collection Accounts Pledge Agreement, shall be entitled to send a Stop Drawing Notice (as defined in the Collection Accounts Pledge Agreement) to each bank with which any of the Collection Accounts are held and exercise all of the rights and privileges conferred to him in its capacity as beneficiary under the Collection Accounts Pledge Agreement in accordance with the respective terms thereof.
D.		In the event that, on a Transaction Date, the relevant Originator is in default of its obligation to credit the full amount of the Collections for the immediately preceding Collection Period to the Transferee’s Account (whether by debit from the Collections Account or otherwise), the Transferee may, without prejudice and in addition to any relevant provisions of the Collection Accounts Pledge Agreement, make a demand under the relevant US Guarantee in accordance with its terms. Such demand shall be made by the Transferee before close of business (Paris time) on a Business Day in the US for payment instructions to be granted by the Guarantor at the latest on 05.00 p.m. (Los Angeles time) on the Business Day in the US of such demand and effective payment to be made before 05.00 p.m. (Los Angeles time) on the fourth Business Day in the US at the latest after such demand. A demand under the relevant US Guarantee may only be made on or after the day following each relevant Transaction Date in respect of the Collections for the immediately preceding Collection Period or, as the case may be, on or after any Final Transfer Date.
E.		In the event that a Debtor is both a debtor in respect of one or more Receivables not transferred to the Transferee by the relevant Originator and a debtor in respect of one or more Transferred Receivables, any payment received from this Debtor shall first be applied to the Transferred Receivables each time that:

	(a)		the Debtor expressly instructs to that effect, in accordance with § 366(1) of the German Civil Code (Bürgerliches Gesetzbuch); or
	(b)		where the said Debtor Payment is obviously related to a Transferred Receivable.

F.		In an event other than those mentioned under paragraph (E) above, and unless the Debtor expressly indicates the contrary, the Debtor Payment shall, as between the relevant Originator and the Transferee, be applied first to the Transferred Receivables relating to such Debtor, and in the order of priority corresponding to their respective due dates, beginning with the oldest among them.
23.		Diligence Obligations of the Originators

Within the framework of the servicing and the collections of the Transferred Receivables, each Originator undertakes to act as a diligent, prudent and informed servicer. In particular, each Originator undertakes:

(i)		to comply with any applicable statutes and regulations in force;
(ii)		to use a level of care and diligence at least equivalent to that used in connection with its own receivables (Sorgfalt in eigenen Angelegenheiten);
(iii)		to ensure that any related security, rights, claims, privileges, encumbrances and other benefits attached to the Transferred Receivables are valid and remain in force and are exercised in due time;

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

(iv)		to oppose any claim challenging the existence, validity, amount or maturity of the Transferred Receivables or any related security, rights, claims, privileges, and other benefits, if any, attached thereto;
(v)		to take such steps as may be required or appropriate for the recovery of the sums of all kinds due under the Transferred Receivables; and
(vi)		to take such steps as may be required to cause any attachment, seizure, or any civil enforcement measure levied or applied for by a third party against it and affecting a Transferred Receivable to be released or withdrawn and to do so within 30 calendar days or any longer timeframe upon which the Parties have agreed.
24.		Retransfer to the Originators
24.1		Conditions of Acceptance of Retransfer
A.		Each Originator may offer to re-purchase and have re-assigned from the Transferee one or more Transferred Receivables previously sold and assigned to the Transferee by it. However, such request may only be accepted by the Transferee subject to the following conditions:

	(a)		the Retransfer concerns all and not just part of the Billing Amount of the relevant Receivable, the relevant Originator being in charge of identifying the amounts of the Debtor Payments or Equivalent Payments already received;
	(b)		the Retransfer occurs by means of sale (Verkauf) and assignment (Abtretung) on the basis of an offer (a “Retransfer Offer”) in the form of Schedule 6, its amount per receivable being equal to the Billing Amount of each Transferred Receivable;
	(c)		the relevant Originator shall serve a Retransfer Offer which shall contain the following:

	-		the intended Retransfer Date, which shall be a Transaction Date (except as provided for in Clause 24.3); and
	-		the identification of each Transferred Receivable proposed for Retransfer, as such is specified in the form of Schedule 6, and

(d)

the Transferee is the owner of the Receivables proposed for Retransfer on the intended Retransfer Date or, should the Transferee have exercised its rights to onward transfer such Receivables to any Permitted Onward Transferee pursuant to Clause 25.1, the Transferee has the right to obtain the retransfer of the same from such Permitted Onward Transferee on the intended Retransfer Date.

B.		The Retransfer shall be offered by the relevant Originator to the Transferee on the Information Date corresponding to the Transaction Date which such Originator proposes for the Retransfer (except as provided for in Clause 24.3), or no later than three (3) Business Days before the intended Retransfer Date.
24.2		Means of Retransfer
A.		Upon satisfaction of the conditions set forth in Clause 24.1, the Transferee shall, at its discretions, accept any Retransfer Offer as notified by any Originator. The Retransfer shall take effect upon the payment of the Retransfer Payment on the Retransfer Date agreed upon by the parties hereto and before 11.00 a.m. on such date or, in the absence of such agreement, on the date set forth in the offer of Retransfer and before 11.00 a.m. on such date.

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

B.		The Retransfer Payment shall be made on the Retransfer Date against delivery by the Transferee of a Retransfer Offer.
24.3		Retransfer Date

Any Retransfer accepted by the Transferee shall occur on a Transaction Date. For good reason (aus wichtigem Grund) and upon delivery by any Originator of a duly substantiated offer, such Originator, may, with respect to one or more Transferred Receivables, ask the Transferee that the Transferred Receivables be retransferred on a date other than a Transaction Date, in which case the relevant Originator shall indemnify the Transferee for any additional costs incurred by a Retransfer made on a day other than a Transaction Date, pursuant to the conditions set forth under Clause 44.

25.		Onward Transfer by the Transferee
25.1		Onward Transfer during the Replenishment Period
A.		At any time prior to the Redemption Date, the Transferee may onward transfer to any Permitted Onward Transferee, by any means, all or part of the Transferred Receivables. The rights and obligations of the Originators and of the Transferee under this Agreement shall remain unchanged in any event, notwithstanding the onward transfer to any Permitted Onward Transferee of all or part of the Transferred Receivables. In particular, the procedures governing the creation, Increases and Releases of the Deposits shall remain unchanged.
B.		In the event of an onward transfer as described above in paragraph (A), the Transferee shall ensure that such transfer is not likely to cause a termination of the Servicing Mandate. In the event that the relevant Permitted Onward Transferee directly authorizes each Originator to collect the Receivables onward transferred to it on its behalf, each Originator shall have the same rights and obligations under such mandate as those granted to it under the Servicing Mandate and such mandate may be terminated under the same conditions.
25.2		Onward Transfer during the Redemption Period
A.		At any time after the Redemption Date, and in the event the Transferee intends to onward transfer all Transferred Receivables to any Permitted Onward Transferee, the Transferee shall notify the Originators thereof and set out the conditions of the transfer which have been accepted by such Permitted Onward Transferee, by facsimile, confirmed by registered letter with acknowledgement of receipt, in order to allow all of the Originators to demand a Retransfer of the relevant Transferred Receivables prior to such onward transfer being effected.
B.		If all of the Originators demand such Retransfer in writing before the fifth (5th) Business Day following receipt of the aforementioned letter by all of the Originators, the Retransfer shall be carried out by all of the Originators and the Transferee under conditions at least equally favorable to the Transferee as those governing the offer to the Permitted Onward Transferee mentioned above.
C.		In the event that any of the Originators refuses or does not reply before the fifth (5th) Business Day following receipt of the aforementioned letter by all of the Originators, the Transferee shall be free to transfer the relevant Transferred Receivables to the aforementioned Permitted Onward Transferee under the conditions set forth in the said letter or under any other conditions more favorable to the Transferee.
D.		The payment of a purchase price by any Permitted Onward Transferee to the Transferee pursuant to this Clause 25 shall be construed as having the effect of a Retransfer Payment of same amount for the purpose of calculating the amount of the Deposits on each relevant date.

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

PART VI. FINANCING

26.		Characteristics of the Financing
26.1		Transferee’s Commitment

On each Transaction Date, subject to compliance with all the conditions set forth in Clauses 5, 9 and 10.1 and without prejudice to the Transferee’s rights under Clauses 41.1, 41.2, 41.3, 45 (C) or 46 (C), the Transferee hereby undertakes to provide the Financing to the Originators (the “Transferee’s Commitment”). On each Calculation Date, the Financing shall be computed pursuant to the terms and conditions set forth in this Part VI.

26.2

Calculation of the Financing during the Replenishment Period

A.     On each given Transfer Date during the Replenishment Period and provided that this Transfer Date is a Principal Transaction Date, the Financing shall be calculated by the Transferee according to the information, calculations and data set out in a consolidated statement calculated by the Transferee on the Statement Date related to this Transfer Date, on the basis of the Statement of both Originators, in the following manner (given that the Subordinated Deposit is calculated according to Part VII):

		F = min [FMax; FC; Fr]
where:
“F”		means the amount of Financing
“FMax”		means the Maximum Financing Amount
“FC”		means the Computed Financing Amount
“Fr”		means the Requested Financing Amount
where:
where:
“NOR”		means the Net Outstanding Receivables Amount
“SDR”		means the Subordinated Deposit Rate as computed for each Principal Transaction Date pursuant to Schedule 10

B.     On each given Transfer Date during the Replenishment Period and provided that this Transfer Date is an Intermediary Transaction Date, the Financing shall be calculated by the Transferee according to the information, calculations and data set out in a consolidated statement calculated by the Transferee on the Calculation Date related to this Transfer Date, on the basis of the Statement of both Originators, in the following manner (given that the Subordinated Deposit is calculated according to Part VII):

F = min [FPTD; FMax; FC; Fr]

where:

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

“F”		means the amount of Financing
“FPTD”		means the Financing Amount as calculated on the Principal Transaction Date immediately preceding the relevant Intermediary Transaction Date
“FMax”		means the Maximum Financing Amount
“FC”		means the Computed Financing Amount
“Fr”		means the Requested Financing Amount
where:
where:
“NOR”		means the Net Outstanding Receivables Amount
“SDRPTD”		means the Subordinated Deposit Rate on the Principal Transaction Date immediately preceding such Intermediary Transaction Date

C.     On each Transaction Date which is not a Transfer Date during any Temporary Redemption Period, the Financing shall be calculated as set out in Clause 26.3.

26.3

Calculation of the Financing during the Redemption Period

On each Transaction Date during the Redemption Period, the Financing shall be calculated in the following manner (given that the Subordinated Deposit is calculated according to Part VII):

		F(if) = max [0; F(io) – PS(if)]
where:
“(io)”		means the Transaction Date occurring at the beginning of the Fee Computation Period
“(if)”		means the Transaction Date occurring at the end of the Fee Computation Period
“F”		means the amount of Financing
“PS”		means the Principal Share of the Collections

27.		Maximum Financing Amount
27.1		Initial Maximum Financing Amount

The Maximum Financing Amount shall be EUR 230,000,000 (two hundred thirty million Euros) at the effective date of the Agreement. After that date, the Maximum Financing Amount may be reduced according to the conditions set out in Clause 27.2.

27.2		Reduction of the Maximum Financing Amount
A.		The Maximum Financing Amount may be reduced at any time upon request of the Originators. Such reduction shall become effective on the first Transaction Date agreed upon between the Originators and the Transferee, or failing that, on the first Transaction Date subsequent to the period of ten (10) Business Days following the receipt of such request by the Transferee.

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

B.		A reduction of the Maximum Financing Amount shall not be requested by the Originators if as a result of such reduction the Maximum Financing Amount is below EUR 100,000,000 (one hundred million Euros).
28.		Issuer of Reference
28.1		Choice of an Issuer of Reference
A.		The Parties expressly agree that the Transfer Fees shall be based on the refinancing costs of Eliopee Limited, which has been chosen by the Parties as Issuer of Reference in the area of securitization of receivables and other financial assets, and from which the Transferee undertakes to obtain all information needed to calculate said fees.
B.		The Issuer of Reference is solely in the business of issuing billets de tresorerie and any other short-term notes in order to finance the acquisition of receivables and other financial assets. The Issuer of Reference is a bankruptcy remote multi-seller vehicle created to refinance different types of assets, mainly trade receivables. The Transferee agrees to notify the Depositor about any material change with respect to the types of assets refinanced by the Issuer of Reference.
28.2		Financing costs of the Issuer of Reference

The Parties hereby agree that the following costs of the Issuer of Reference shall be taken into account in the calculation of the Transfer Fee:

(i)		the costs incurred in connection with the issuance of billets de trésorerie and any other short-term notes;
(ii)		the costs incurred both in connection with the implementation of and, as the case may be, the drawdown under the Liquidity Agreement.

The calculation of the above-mentioned costs is described under Clauses 29 and 37.

29.		Transfer Fee
29.1		The Originators shall pay the Transferee a Transfer Fee on each Transaction Date until the Agreement Termination Date, calculated pursuant to the terms of Schedule 7.
29.2		The calculation of the Transfer Fee is based on the financing costs of the Issuer of Reference incurred for one (1) entire year, i.e. on financing costs which shall remain constant for each 360-calendar day period and shall be those effectively payable by the Issuer of Reference on the first day of each such 360-calendar day period.
29.3		For each 360-calendar day period as from the first applicable 360-calendar day period which shall commence on the first Transaction Date, the financing costs of the Issuer of Reference shall be as follows:
(i)		issuance of billets de trésorerie or other short-term notes:
		the amount of the daily weighted fee incurred by the Issuer of Reference shall be calculated pursuant to Schedule 7.

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

(ii)

Liquidity Agreement:

	-		if no drawdown is made pursuant to the Liquidity Agreement, a commitment fee calculated in accordance with the Liquidity Agreement and as further described in Schedule 17;
	-		if a drawdown is made pursuant to the Liquidity Agreement, an drawdown interest rate calculated in accordance with the Liquidity Agreement and as further described in Schedule 17.

29.4		The Transfer Fee shall be computed on the basis of the exact number of days in each Fee Computation Period, adjusted to a 360-day year, and shall be payable on the Transaction Date relating to the end of such Calculation Period.
30.		Management Fee

Until the Agreement Termination Date, notwithstanding the occurrence of any Event of Default, the Originators shall pay to the Transferee a Management Fee on the last Transaction Date of each Fee Computation Period equal to:

(i)		0.61 % of the amount of the Financing on the Transaction Date at the beginning of such Fee Computation Period terminated before the relevant Transaction Date subject to a monthly minimum of EUR 15,000 plus 0.50 % of the amount of the Financing on the Transaction Date at the beginning of such Fee Computation Period terminated before the relevant Transaction Date; and
(ii)		where applicable, in case of termination of the Servicing Mandate given to each Originator pursuant to Clause 18.2, the amount effectively borne and justified by the Transferee pursuant to the Collection of the Transferred Receivables.

The Management Fee shall be computed on the basis of the exact number of days in each Fee Computation Period, adjusted to a 360-day year, and shall be payable on the last Transaction Date of each Fee Computation Period.

PART VII. DEPOSITS

31.		Creation of Deposits on the Initial Transfer Date
A.		On the Initial Transfer Date before 01.00 p.m. the Depositor shall make with the Transferee a Subordinated Deposit calculated by the Transferee pursuant to Clause 32.1 and a Complementary Deposit calculated by the Transferee pursuant to Clause 33.1.
B.		The Parties agree that the Depositor shall make the Deposits on behalf of the Originators by crediting the Transferee’s Account with the amount thereof.
32.		Change in the Subordinated Deposit
32.1		Amount of the Subordinated Deposit during the Replenishment Period
A.		On each Transfer Date during the Replenishment Period, and provided that this Transfer Date is a Principal Transaction Date, the amount of the Subordinated Deposit shall be calculated by the

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

Transferee as follows:

		SD = SDR x min [FMax; FC; Fr)]
where:
“SD”		means the amount of the Subordinated Deposit on the relevant Transfer Date
“FMax”		means the Maximum Financing Amount on the relevant Transfer Date
“Fr”		means the Requested Financing Amount
“FC”		means the Computed Financing Amount
“SDR”		means the Subordinated Deposit Rate on the relevant Transfer Date computed for each Principal Transaction Date pursuant to Schedule 10.

B.

On each Transfer Date during the Replenishment Period and provided that this Transfer Date is an Intermediary Transaction Date, the amount of the Subordinated Deposit shall be calculated by the Transferee as follows:

		SD = SDRPTD x min [FMax; FC; Fr)]
where:
“SD”		means the amount of the Subordinated Deposit on the relevant Transfer Date
“FMax”		means the Maximum Financing Amount on the relevant Transfer Date
“Fr”		means the Requested Financing Amount by the Originators on the relevant Transfer Date
“FC”		means the Computed Financing Amount
“SDRPTD”		means the Subordinated Deposit Rate on the Principal Transaction Date immediately preceding such Intermediary Transaction Date

C.		On each Transaction Date which is not a Transfer Date during any Temporary Redemption Period, the amount of the Subordinated Deposit shall be calculated by the Transferee as indicated under Clause 32.2(A).
32.2		Amount of the Subordinated Deposit during the Redemption Period
A.		During any Temporary Redemption Period and during the Redemption Period, on each Transaction Date which is not a Transfer Date and so long as both of the Financing and the Complementary Deposit are not repaid in full in accordance with this Agreement, the amount of the Subordinated Deposit shall be equal to the amount of the Subordinated Deposit on the preceding Transaction Date.
B.		During the Redemption Period, on each Transaction Date which is not a Transfer Date occurring after the repayment in full of both of the Financing and the Complementary Deposit shall be calculated as follows:

		SD(if) = SD(io) – max [0 ; - (F(if) + CD(io) - CS(if) - PS(if)]
where:
“(io)”		means the Transaction Date occurring at the beginning of the Fee Computation Period
“(if)”		means the Transaction Date occurring at the end of the Fee Computation Period
“SD”		means the amount of the Subordinated Deposit subject to the Increase made in accordance with Clause 40.3.3

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

“F”		means the amount of the Financing
“CD”		means the amount of the Complementary Deposit
“CS”		means the amount of the Complementary Share of the Collections
“PS”		means the amount of the Principal Share of the Collections

32.3		Change in the Subordinated Deposit
A.		On each Transfer Date during the Replenishment Period, the change in the Subordinated Deposit shall be equal to the difference (positive, negative or zero) between the amount of the Subordinated Deposit on this date calculated pursuant to Clauses 32.1 and 32.2 and the amount of the Subordinated Deposit on the previous Transfer Date.
B.		On each Transaction Date which is not a Transfer Date during any Temporary Redemption Period or during the Redemption Period, the Subordinated Deposit shall not be reduced as long as the Financing and the Complementary Deposit have not been repaid in full.
33.		Change in the Complementary Deposit
33.1		Amount of the Complementary Deposit during the Replenishment Period
A.		On each Transfer Date during the Replenishment Period, the amount of the Complementary Deposit shall be calculated as follows:

		CD(if) = OTR(if) – F(if) – SD(if)
where:
“CD”		means the amount of the Complementary Deposit
“OTR”		means the Outstanding Transferred Receivables Amount
“F”		means the amount of the Financing
“SD”		means the amount of the Subordinated Deposit

B.		On each Transaction Date which is not a Transfer Date, during any Temporary Redemption Period, the amount of the Complementary Deposit shall be calculated pursuant to Clause 33.2.
33.2		Amount of the Complementary Deposit during the Redemption Period

On each Transaction Date which is not a Transfer Date, during any Temporary Redemption Period and during the Redemption Period, the amount of the Complementary Deposit shall be calculated as follows:

		CD(if) = max [0 ; CD(io) – CS(if) – max [0 ; – (F(io) – PS(if))]]
33.3		Change in the Complementary Deposit
A.		On each Transfer Date, during the Replenishment Period, the Complementary Deposit shall record a change, positive, negative or null, equal to:
		CD(if) - CD(io)

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

B.		On each Transaction Date which is not a Transfer Date, during any Temporary Redemption Period and during the Redemption Period, the reduction, if any, of the Complementary Deposit shall be equal to the Complementary Share of the Collections effectively collected by the Transferee increased, as the case may be, by the residual amount of the Principal Share of the Collections after repayment in full of the Financing.
34.		Cash Collateral

The Originators and the Depositor irrevocably agree that the Deposits created pursuant to the provisions of this Agreement, the amount of which may vary in respect of any Increases and the Releases of the Deposits, shall be applied as cash collateral to the benefit of the Transferee, to secure timely and full payment of all sums that may be owed by the Originators to the Transferee under this Agreement (including sums owed from the Debtors which shall be repaid by the Originators to the Transferee pursuant to this Agreement).

35.

Increase of the Cash Collateral

In the case of any Increase of the Cash Collateral in accordance with Clause 32 and 33, the Parties agree that the Depositor, on the Transferee’s request, shall increase the Cash Collateral by crediting the Transferee’s Account with the required amount thereof.

36.		Release of the Cash Collateral
A.		On each Transaction Date upon which a Release of the Cash Collateral is to occur pursuant to Clauses 32 and 33, the Cash Collateral shall be released, in full or in part, by the Transferee to the Depositor limited to the amounts corresponding to the Debtor Payments already repaid by the Originators to the Transferee.
B.		The Release of the Cash Collateral, in full or in part, shall be subject to the payment in full of the amounts secured thereunder as specified in Clause 34. In the event of the non-payment of any such amount, the non-paid amount to be repaid under a Release of the Cash Collateral to be performed shall be reduced by such amount.
C.		The Parties hereby acknowledge that the Transferee shall carry out any Release of the Cash Collateral by merely crediting the Depositor’s Account of the amount of such Release.
37.		Immobilization Fee
A.		On each Transaction Date up to and including the Redemption Date, notwithstanding the occurrence of any Event of Default, in remuneration for the Deposits, the Transferee shall pay the Depositor, by crediting the Depositor’s Account, an Immobilization Fee equal to the Synthetic Period Rate applicable on such date multiplied by the respective amount of each Deposit on the preceding Transaction Date.
B.		On each Transaction Date after the Redemption Date (excluded), notwithstanding the occurrence of an Event of Default, in remuneration for the Deposits, the Transferee shall pay the Depositor, by crediting the Depositor’s Account, an Immobilization Fee equal to the Synthetic Period Rate applicable on the Redemption Date multiplied by the respective amount of each Deposit on the preceding Transaction Date.

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

C.

The Immobilization Fee shall be computed on the basis of the exact number of days in each Fee Computation Period, adjusted to a 360-day year, and shall be payable on the Transaction Date relating to the end of such Fee Computation Period.

PART VIII. REPRESENTATIONS AND WARRANTIES - COVENANTS

38.		Representations and Warranties
38.1		From the Originators

Each Originator hereby makes the following Representations and Warranties to the Transferee in the form of an independent guarantee (selbstandige Garantie) and accepts that the following Representations and Warranties shall be deemed to be reiterated according to Clause 38.3:

(i)		such Originator is a company duly organized and validly existing under the law of its place of incorporation;
(ii)		such Originator has the capacity to carry on its business, to own all of the assets referred to on its balance sheet, to enter into this Agreement and to perform its obligations thereunder;
(iii)		no authorization except those already obtained by such Originator is required to execute the Agreement;
(iv)		the execution of this Agreement and the performance of the Originator’s obligations thereunder do not violate any provision of its articles of association (Satzung) and other constitutional documents or any provision, in particular concerning restrictions on the transfer of receivables or any negative pledges, of any agreement or undertaking to which it is a party or by which it is bound, and does not in any manner violate the statutes and regulations applicable to it;
(v)		such Originator’s obligations arising from this Agreement are binding upon it and enforceable in accordance with their terms;
(vi)		the payment of any sums due or to be paid to the Transferee under this Agreement does not require any authorization that has not already been obtained;
(vii)		all financial documents provided by such Originator to the Transferee are true and accurate;
(viii)		such Originator conducts its business in all material respects in accordance with all applicable laws and regulations;
(ix)		no claim has been raised, or, to such Originator’s knowledge, is intended to be raised against it, which may prevent or prohibit the performance of this Agreement or of its obligations thereunder, or which may constitute a Material Adverse Effect;
(x)		no event has occurred since the closing date of its last fiscal year which may have a Material Adverse Effect;
(xi)		it proves to be technically possible to run each and any Statement and any Portfolio Files so that this does at no time prevent the Transferee from identifying any Transferred Receivable or information related thereto contained in such Statement or Portfolio Files, regardless of the date of transfer of such Transferred Receivable;

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

(xii)		on each Transaction Date, the Transferable and Transferred Receivables comply with the Warranties of Compliance;
(xiii)		the Guarantor controls directly or indirectly 100% of such Originator’s share capital or voting rights;
(xiv)		save for the effects against the relevant Debtor, which depend on notice to, or acceptance by, such Debtor, the assignment of each Receivable in the manner herein contemplated will:

	-		constitute a valid and binding assignment between the Originator and the Transferee;
	-		transfer in accordance herewith, the legal and economic title of such Receivable (and any Collections in respect thereof) to the Transferee without notice of such assignment being served upon the relevant Debtor and so that such Receivables (and any Collections) will not form part of the Originator’s insolvency estate; and
	-		be effective to pass to the Transferee full and unencumbered title to the Receivable and the benefit thereof (including in such context, any Collections and other rights in connection therewith such as related security),
	-		and no further act, condition or thing will be required to be done in connection therewith to enable the Transferee to require payment of any such Receivable or the enforcement of any such right in the courts of Germany.

(xv)		the underlying Commercial Contract is governed by German law and is valid and enforceable against the relevant Debtor in accordance with its terms and fully performed by such Originator;
(xvi)		each sale and transfer will be effected at arm’s length, within the ordinary course of business of the Originator, and will not result in any kind of fraudulent preference;
(xvii)		any transaction hereunder is in accordance with the German Data Protection Act (Bundes- Datenschutzgesetz) and with any and all other applicable laws relating to the protection of data relating to Debtors;
(xviii)		no Event of Default or Potential Event of Default has occurred or is existing and is continuing;
(xix)		such Originator has performed all its obligations under each of the Commercial Contracts and there exist no circumstances as at this date or the relevant Transfer Date in which any Debtor could exercise a right of set-off under the relevant Commercial Contract;
(xx)		no Originator is in any insolvency, administration, suspension of payments, liquidation, receivership or any such other proceeding; no petition has been presented for the entering into an insolvency procedure nor for the making of an administration order in relation to such Originator and no receiver, administrative receiver, administrator or receiver and manager has been appointed in relation to such Originator; and
(xxi)		such Originator has obtained from any supplier who has supplied goods which are the basis for any Transferred Receivable the authority to collect such Transferred Receivable and no ERoT Event has occurred and is continuing.
38.2		From the Depositor

The Depositor hereby makes, to the Transferee, (a) the Representations and Warranties set forth under Clauses 38.1 (i) to (x), which shall apply to the Depositor mutatis mutandis and, in addition, (b)

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

represents and warrants that the Parent Company controls directly or indirectly 100% of its share capital or voting rights and the Depositor accepts that the Representations and Warranties referred to in (a) and (b) above shall be deemed to be reiterated according to the provisions set out under Clause 38.3.

38.3

Reiteration

Each of the Representations and Warranties of Clauses 38.1 and 38.2 shall be deemed to be reiterated by each Originator and the Depositor, respectively on each Transaction Date. These Representations and Warranties shall remain in full force and effect until repayment in full of the Financing.

39.

Covenants

Until the Agreement Termination Date, each Originator and the Depositor, undertake(s):

(i)

to provide the Transferee:

	-		as soon as possible but no later than (i) on August 31, 2003 with respect to the fiscal year 2002 and (ii) on July 31, 2004 with respect to the fiscal year 2003 and (iii) on July 3 1 of each following year with respect to the respective immediately preceding fiscal year (A) with its most recent annual accounts (balance sheet, profit and loss account and notes thereto) as published and certified by its statutory auditors together with the unqualified auditor’s opinion relating thereto and (B) with the report of its managing directors relating thereto and the minutes of the annual meeting of its shareholders approving the said accounts, no later than thirty days following the said annual meeting;
	-		within (10) ten working days from its shareholders’ approval of the annual accounts at the latest, with an annual solvency certificate from its statutory auditors in the form of Schedule 11B;
	-		as soon as possible but no later than 90 days after the end of each fiscal year of the Guarantor with respect to the immediately preceding fiscal year, with the most recent consolidated audited annual accounts of the Guarantor prepared in accordance with US GAAP; and
	-		as soon as possible with any information on the Receivables and the Debtors;
	-		as soon as possible with any other information, reports or statements which the Transferee may at any time reasonably request;

(ii)		to request promptly all authorizations as may be necessary for the performance of its obligations under the Agreement;
(iii)		upon knowledge by such Originator or the Depositor that a Potential Event of Default or an Event of Default has occurred, to notify promptly the Transferee thereof;
(iv)		to conduct its business in compliance with all applicable laws and regulations;
(v)		not to modify its corporate purpose or its legal form in a way which may have a Material Adverse Effect;
(vi)		to inform the Transferee of any reorganization under which the Parent Company would no longer hold, directly or indirectly, at least 51% of the share capital or voting rights of the Depositor or such Originator;
(vii)		as to each Originator only:

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

	-		to remit to the Transferee’s Account, upon each Transaction Date all Collections relating to the last Collection Period terminated before such Transaction Date;
	-		upon the Transferee’s reasonable request and subject to reasonable prior written notice thereof by the Transferee, to allow the Transferee to carry out or to commission any expert appraisal or audit (in all cases, at the Originator’s expense and up to a maximum amount of EUR 15,000 per Originator per year; if the expenses actually incurred exceed such amount, the respective Originator and the Transferee shall negotiate in good faith whether such expenses were incurred in a prudent manner so that it is appropriate for the full amount to be borne by such Originator) in respect of the Transferable and the Transferred Receivables originated by such Originator and its Management Procedures;
	-		to maintain an adequate level of insurance coverage, as required by law or normally taken out in its business sector;
	-		to save all data relating to the Transferred Receivables as recorded in any Statement or any of the Portfolio Files delivered to the Transferee on each Information Date for a period of at least six years after the Transfer Date relating to such Information Date as required by Section 257 of the German Commercial Code (Handelsgesetzbuch);
	-		to immediately inform the Transferee if any of such Originator’s suppliers has withdrawn the authority of such Originator to collect Transferred Receivables which are the subject of an Extended Retention of Title Clause.

PART IX. EVENTS OF DEFAULT

40.		Events of Default and Termination of the Transferee’s Commitment
40.1		General Events of Default

Each of the following Events of Default shall constitute a General Event of Default:

(i)		any failure by any Originator or the Depositor to make any due payment under this Agreement unless its failure to pay is caused by administrative or technical error and such payment is made within three (3) Business Days of its due date;
(ii)		any default by any Originator or the Depositor, other than specified in paragraph (i) above, of any of their covenants or obligations under this Agreement provided that no Event of Default under this paragraph will occur if the failure to comply is capable of remedy and is remedied within five (5) Business Days of the occurrence date of the default;
(iii)		any of the Representations and Warranties of any Originator or of the Depositor pursuant to Clause 38, or any information contained in any document delivered by any Originator or the Depositor to the Transferee under this Agreement is found to be inaccurate in any material respect at the date upon which it was made or delivered;
(iv)		any Originator or the Guarantor or the Depositor is subject to a voluntary dissolution or Insolvency Proceedings;
(v)		the Parent Company has ceased to hold, directly or indirectly, at least 51 % of the issued share capital or voting rights of any Originator or the Depositor;

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

(vi)		any event which shall have a Material Adverse Effect;
(vii)		the validity of this Agreement or of any transfer of Transferred Receivables is successfully challenged before a court of law;
(viii)		the Guarantor is in breach of its Financial Covenants (as defined under each of the US Guarantees) or any of the US Guarantees ceases to be effective in accordance with its terms; and
(ix)		the amount of the Financing is at any time after the first Transaction Date below EUR 35,000,000.
40.2		Receivables Trigger Events

The occurrence of any Receivables Trigger Event shall constitute an Event of Default.

40.3		ERoT Events
40.3.1		The occurrence of any ERoT Trigger Event (as defined in Schedule 8 Part 3) shall constitute an Event of Default.
40.3.2		The occurrence of any of the following events shall constitute an “ERoT Withdrawal Event” and an Event of Default:

	(a)		any of the suppliers (each, a “Withdrawing Supplier”) of any Originator notifies such Originator that its authority to collect Receivables which are subject to an Extended Retention of Title Clause is withdrawn (each, a “Supplier Withdrawal”);
			provided that no ERoT Withdrawal Event shall be deemed to have occurred, if, during the related Consultation Period:

(A)

within a period of three (3) Business Days from the receipt by the relevant Originator of notice of a Supplier Withdrawal:

	(i)		the respective Originator provides evidence reasonably satisfactory to the Transferee that it (1) has no accounts payable outstanding to such Withdrawing Supplier and (2) commits to have no accounts payable outstanding with respect to such Withdrawing Supplier at any time until the end of the related Consultation Period; or
	(ii)		the respective Originator (1) has paid an amount equal to the aggregate amount of all accounts payable outstanding to such Withdrawing Supplier into an escrow account held by the Transferee and (2) commits to pay into such escrow account on a daily basis until the end of the related Consultation Period an amount equal to the aggregate amount of all accounts payable which fall due on such day and (3) has granted to the Transferee the authority to, upon consultation with such Originator, dispose of the funds held in such account in order to discharge such accounts payable;

	and
	(B)		any of the following measures has been taken during the related Consultation Period:

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		BNP / Ingram
HENGELER MUELLER		GMRTSA Update

	(i)		the Financing has been reduced to zero and all other obligations of the Originators, the Depositor and the Guarantor hereunder have been fulfilled; or
	(ii)		the relevant Originator has provided evidence reasonably satisfactory to the Transferee that the Withdrawing Supplier has re-granted such Originator’s authority to collect Receivables which are subject to an Extended Retention of Title Clause; or
	(iii)		the relevant Originator has provided evidence reasonably satisfactory to the Transferee that it is able to identify Receivables which are subject to the Extended Retention of Title Clause imposed by the Withdrawing Supplier and to ensure that such Receivables are not offered to the Transferee.

During such Consultation Period,

	(i)		if any Transaction Date occurs, the Transferee shall not be obliged to purchase any Transferable Receivables at such Transaction Date; and
	(ii)		the Transferee, in its capacity as pledgee under the Collection Accounts Pledge Agreement, shall at any and all times be entitled to serve a Stop Drawing Notice in the form of Schedule 2 to the Collection Accounts Pledge Agreement (with a copy to all Originators).

		If the measures set forth under (A) (i) or (ii) and (B) (i) or (ii) or (iii) have been taken in accordance with the terms of such provisions, the Transferee shall at the end of the relevant Consultation Period (i) confirm the remedy of the respective Supplier Withdrawal by a letter to the respective Originator substantially in the form of Schedule 18A and (ii) withdraw the Stop Drawing Notice by a letter substantially in the form of schedule 3 to the Collection Accounts Pledge Agreement; provided that none of the actions mentioned in (i) and (ii) above shall prevent the Transferee to enforce any of its other rights and remedies pursuant to this Agreement.
(b)		a Supplier Withdrawal by a Non-Relevant Supplier has occurred, however, such Supplier Withdrawal is not deemed to constitute an ERoT Withdrawal Event pursuant to Clause 40.3.2 (a) (A) and (B) above, and at any time within the Consultation Period starting from the notice of the occurrence of such Supplier Withdrawal, an additional Supplier Withdrawal is notified to any Originator by any Non-Relevant Supplier; and

	(A)		any of the requirements set forth under Clause 40.3.2 (a) (A) and (B) has not been fulfilled during the new Consultation Period with respect to the additional Supplier Withdrawal; or
	(B)		after the end of such new Consultation Period, the managing directors of such Originator have not issued a certificate in the form as set forth in Schedule 12B.

During such new Consultation Period,

(i)

if any Transaction Date occurs, the Transferee shall not be obliged to purchase any Transferable Receivables at such Transaction Date; and

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

(ii)

the Transferee, in its capacity as pledgee under the Collection Accounts Pledge Agreement, shall at any and all times be entitled to serve a Stop Drawing Notice in the form of Schedule 2 to the Collection Accounts Pledge Agreement (with a copy to all Originators).

			If such second Supplier Withdrawal is deemed not to constitute an ERoT Withdrawal Event pursuant to (A) and (B) above, the Transferee shall at the end of the second Consultation Period (i) confirm the remedy of the respective Supplier Withdrawal by a letter to the respective Originator substantially in the form of Schedule 18A and (ii) withdraw the Stop Drawing Notice by a letter substantially in the form of schedule 3 to the Collection Accounts Pledge Agreement; provided that none of the actions mentioned in (i) and (ii) above shall prevent the Transferee to enforce any of its other rights and remedies pursuant to this Agreement.
	(c)		(i) a Supplier Withdrawal has occurred, however, such Supplier Withdrawal is not deemed to constitute an ERoT Withdrawal Event pursuant to Clause 40.3.2 (a) (A) and (B) above, and (ii) at any time within the Consultation Period starting from the notice of the occurrence of such Supplier Withdrawal, an additional Supplier Withdrawal is notified to any Originator by any supplier and (iii) (aa) either the first Supplier Withdrawal or the additional Supplier Withdrawal was made by a Relevant Supplier or (bb) at any time within the Consultation Period starting from the notice of the occurrence of such additional Supplier Withdrawal, a third Supplier Withdrawal is notified to any Originator by any supplier; and

	(A)		any of the requirements set forth under Clause 40.3.2 (a) (A) and (B) has not been fulfilled during the new Consultation Period with respect to the second Supplier Withdrawal; or

	(B)	(i)	after the end of a three months period following the commencement of such new Consultation Period, the Transferee in its reasonable opinion having conducted a credit audit of the relevant Originator and/or the Guarantor decides that a material deterioration of the business or the financial condition of such Originator or the Guarantor has occurred; unless

	(ii)		within three (3) Business Days upon notice of (i) being served on the Depositor with a copy to Ingram Micro Coordination Center BVBA/Sprl., the Originators have exercised in their absolute discretion the option to make a Retransfer Offer with respect to all Transferred Receivables and have made the respective Retransfer Payment.

	During the three months period mentioned in (B) (i) above,
	(i)		if any Transaction Date occurs, the Transferee shall not be obliged to purchase any Transferable Receivables at such Transaction Date and Clause 40.1 (ix) shall not be applicable during such three months period; and
	(ii)		the Transferee, in its capacity as pledgee under the Collection Accounts Pledge Agreement, shall at any and all times be entitled to serve a Stop Drawing Notice in the form of Schedule 2 to the Collection Accounts Pledge Agreement (with a copy to all Originators).

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

If such second Supplier Withdrawal is deemed not to constitute an ERoT Withdrawal Event pursuant to (A) and (B) above, the Transferee shall at the end of the three months period mentioned in (B) (ii) above (i) confirm the remedy of the respective Supplier Withdrawal by a letter to the respective Originator substantially in the form of Schedule 18B and (ii) withdraw the Stop Drawing Notice by a letter substantially in the form of schedule 3 to the Collection Accounts Pledge Agreement; provided that none of the actions mentioned in (i) and (ii) above shall prevent the Transferee to enforce any of its other rights and remedies pursuant to this Agreement.

40.3.3		If (i) an ERoT Withdrawal Event has occurred because the measures set forth in Clause 40.3.2 (a) (A) have not been fulfilled and (ii) any insolvency or similar proceeding has been commenced with respect to the Guarantor or the Guarantor is in a stoppage of payment situation, an amount equal to three times the aggregate amount of accounts payable outstanding to the relevant Withdrawing Supplier shall be transferred from the Complementary Deposit to the Subordinated Deposit.
40.4		Issuer Event of Default

Each of the following events shall constitute an Issuer Event of Default:

(i)		any or all Liquidity Bank(s) has(ve) notified the Issuer of Reference its intention to partially renew or its intention not to renew its commitment under the Liquidity Agreement (the Transferee hereby undertaking to inform the Depositor and each Originator of such non renewal or partial renewal upon becoming aware of the same), provided that no Issuer Event of Default shall be deemed to have occurred if upon notice of such non renewal or partial renewal, the Issuer of Reference and each relevant Liquidity Bank have found an alternative solution within a 20-Business Day period following the above mentioned notice (such alternative solution being subject to the confirmation by the Rating Agency that the current rating of the Notes issued by the Issuer of Reference is not likely to be challenged because of such solution and including, but not being limited to, the reduction of each relevant Liquidity Bank’s maximum amount of commitment or the replacement of each relevant Liquidity Bank);
(ii)		the Issuer of Reference becomes unable to issue Notes (other than as as a result of the occurrence of an event of market disruption); or
(iii)		the rating of the Notes issued by the Issuer of Reference is withdrawn or downgraded below the rating granted to such notes as of the date hereof.
41.		Remedies upon the Occurrence of an Event of Default or a Termination of the Transferee’s Commitment
41.1		Voluntary Early Termination

By written notice to the Depositor and the Originators, the Transferee may (but is not obliged to) declare the termination of this Agreement following the occurrence of:

	(a)		any General Event of Default (other than the General Events of Default listed in Clause 40.1) upon the termination of the grace period specified for such General Event of Default in Clause 40.1, if any; or
	(b)		any ERoT Event, in accordance with the terms of Clause 40.3.

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HENGELER MUELLER		BNP / Ingram
		GMRTSA Update

In any of the above cases, the Final Transfer Date shall be either (i) the date indicated by the Transferee to the Depositor and the Originators in the above mentioned notice, or (ii) failing such indication, the first Transaction Date following the date of receipt by the Depositor and the Originators of the above mentioned notice. The provisions of this Agreement concerning the Redemption Period shall apply as of the Final Transfer Date, as determined in this Clause 41.1.

41.2

Mandatory Early Termination without Consultation Period

Upon the occurrence of any General Event of Default set out in Clause 40.1(i), Clause 40.1(iv), Clause 40.1(vi), Clause 40. l(vii), or Clause 40.1(viii) or any Receivables Trigger Event, the Transferee shall serve a written notice to the Originators and the Depositor, declaring the termination of this Agreement. In this case, the Final Transfer Date shall be the first Transaction Date following the date of reception of the notification by the Originators and the Depositor, and the provisions of the Agreement concerning the Redemption Period shall apply as of the Final Transfer Date, as determined in this Clause 41.2.

41.3		Mandatory Early Termination with Consultation Period
(A)		Upon the occurrence of any Issuer Event of Default or any Collections Trigger Event or ERoT Trigger Event, the Transferee and the Originators shall consult with one another and endeavor in good faith, during the duration of a Consultation Period starting from the occurrence of such Issuer Event of Default or Collections Trigger Event or ERoT Trigger Event, to find a solution mutually acceptable to the Parties.
(B)		If another Transaction Date occurs during this Consultation Period, the Transferee shall not be obliged to purchase any Transferable Receivables at that Transaction Date, and the provisions under this Agreement applying to any Temporary Redemption Period and Redemption Period shall take effect.
(C)		If an agreement is reached on the alternative solution within this Consultation Period, this solution shall be applied by the Parties on the date upon which they have agreed.
(D)		If an agreement cannot be reached within this Consultation Period and if such Issuer Event of Default or Collections Trigger Event or ERoT Trigger Event is continuing at this date, the Transferee shall serve notice to the Originators of the termination of the Transferee’s Commitment. Upon termination of the Transferee’s Commitment pursuant to the foregoing provision, the Final Transfer Date shall be the first Transaction Date following the date of acknowledgement of receipt by the Originators of the above mentioned termination notice, and the provisions of the Agreement concerning the Redemption Period shall apply on this date.

PART X. MISCELLANEOUS

42.

Payments and Currency for Payments

For the purpose of making the payment of all sums due under this Agreement, the Originators and the Transferee expressly agree to use exclusively the following bank accounts:

(i)		the Collection Accounts;
(ii)		the Transferee’s Account; and
(iii)		the Depositor’s Account.

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SCHEDULE 9

Calculation of the Net Outstanding Receivables Amount
and the Overconcentration Limits

with:

“OER”		means the Outstanding Eligible Receivables Amount
“NOR”		means the Net Outstanding Receivables Amount
“D”		means the total Dilutions Outstanding
“yi”		means the Outstanding Eligible Receivables Amount with respect to “the Debtor or Group of Debtors i”;
“ci”		means the Overconcentration Limit with respect to the “Debtor or Group of Debtors i”(in %)
“xi”		means the Overconcentration Amount with respect to the “Debtor or Group of Debtor i”;
“I”		means all the Debtors and Group of Debtors with respect to which a positive Overconcentration Amount has been determined.

with

ü         x_i=y_i -( c_i* NOR)

ü         OER = min [OERD; OERD – max(0 ; MM)]

with

“OER”		means the Outstanding Eligible Receivables Amount
“OERD”		means the Outstanding Eligible Receivables Amount represented by the Originators in the relevant Statement Form
and
“MM”		means the mismatch calculated on each Statement Date M pursuant to the following computation formula:

MM = [(OTRM – OTRM-1)– (Group of Transferred ReceivablesM – CollectionsM)]

with

“OTR”		Outstanding Transferred Receivables Amount
“M”		the current Transaction Date

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“M-1”		the previous Transaction Date

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Debtors or Group of Debtors		ci
Aggregate of the first 4 top Debtors or Group of Debtors		17 %
Each of the first 4 top Debtors or Group of Debtors (subject to a special treatment for Proreserv (see below)) Proreserv		5 % 8 % if the overdue (61-90 days) Transferred Receivables with respect to Proreserv £ 0%
		or
		5 % if the overdue (61-90 days) Transferred Receivables with respect to Proreserv > 0%
Other Debtors or Group of Debtors different from either the first 4 top Debtors or Proreserv		3 %

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SCHEDULE 10

Calculation of the Subordinated Deposit Rate

On each Transaction Date (D) which is a Principal Transaction Date, the Subordinated Deposit Rate, in percentage, shall have been calculated as follows:

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SCHEDULE 11A

Form of the Originator’s Auditors Certificate (Effective Date)

[Letterhead of PwC]

In [  ] on [  ] 200[  ]

BNP Paribas Bank N.V.
Attention: [   ]
Address: [   ]

By mail and telecopy

Dear Sirs,

This letter is provided pursuant to the German Master Receivables Transfer and Servicing Agreement dated August 14, 2003 made by and between BNP Paribas Bank N.V. as Transferee, Ingram Micro Distribution GmbH and Compu-Shack-Electronic GmbH as Originators and Ingram Micro Holding GmbH as Depositor (hereafter referred to as the “GMRTS Agreement”).

We have made inquiries at the competent court for insolvency proceedings (see Sec. 2 Insolvency Code - Insolvenzgericht) which - in the event of an insolvency - would be responsible for Ingram Micro Distribution GmbH and Compu-Shack-Electronic GmbH at their respective registered addresses whether with regard to these companies, as at the date of this letter,

	(i)		a petition for the commencement of the insolvency proceeding has been filed (Sec. 13 subseq Insolvency Code)
	(ii)		or whether insolvency proceedings have commenced (Sec. 27 Insolvency Code) on either of these companies
	(iii)		or whether a petition has been denied by the insolvency court due to insufficient assets (Sec. 26 Insolvency Code).

An employee of the Insolvency Court has verbally confirmed to us that there are no court documents with regard to any of the circumstances mentioned under (i) to (iii) above.

This letter is provided solely for the purpose set forth in the first paragraph and may not be used for any other purpose.

Yours very truly,

[Signature of a duly authorised representative of the Auditors]

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SCHEDULE 11B

Form of the Originator’s Auditors Certificate

[Letterhead of PwC]

In [  ] on [  ] 200[  ]

BNP Paribas Bank N.V.
Attention: [   ]
Address: [   ]

By mail and telecopy

Dear Sirs,

This letter is provided pursuant to the German Master Receivables Transfer and Servicing Agreement dated August 14, 2003 as amended and restated on December 29, 2003 made by and between BNP Paribas Bank N.V. as Transferee, Ingram Micro Distribution GmbH and Compu-Shack Electronic GmbH as Originators and Ingram Micro Holding GmbH as Depositor (hereafter referred to as the “GMRTS Agreement”).

We have made inquiries at the competent court for insolvency proceedings (see Sec. 2 Insolvency Code - Insolvenzgericht) which - in the event of an insolvency - would be responsible for Ingram Micro Distribution GmbH and Compu-Shack-Electronic GmbH at their respective registered addresses whether with regard to these companies, as at the date of this letter,

	(iv)		a petition for the commencement of the insolvency proceeding has been filed (Sec. 13 subseq Insolvency Code)
	(v)		or whether insolvency proceedings have commenced (Sec. 27 Insolvency Code) on either of these companies
	(vi)		or whether a petition has been denied by the insolvency court due to insufficient assets (Sec. 26 Insolvency Code).

An employee of the Insolvency Court has verbally confirmed to us that there are no court documents with regard to any of the circumstances mentioned under (i) to (iii) above.

This letter is provided solely for the purpose set forth in the first paragraph and may not be used for any other purpose.

Yours very truly,

[Signature of a duly authorised representative of the Auditors]

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SCHEDULE 12A

Form of the Managing Director’s Certificate (Effective Date)

[Letterhead of Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH]

In [  ] on [  ] 200[  ]

BNP Bank N.V. [Branch       ] Attention : [  ]

by mail and telecopy
Dear Sirs,

The undersigned, [  ], managing director (Geschäftsführer) of [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH], a German limited liability company, having its registered offices at [  ], registered in the commercial registry of the Lower Local Court (Amtsgericht )[  ] under registration number HRB [  ],

represents, with reference to the German master receivables transfer and servicing agreement dated August 14, 2003 between BNP Paribas Bank N.V. as Transferee, Ingram Micro Distribution GmbH and Compu-Shack-Electronic GmbH as Originators and Ingram Micro Holding GmbH as Depositor (the “GMRTS Agreement”),

to BNP Paribas Bank NV, a Dutch limited liability company, having its registered seat in the Netherlands, Herengracht 477, Postbus 10042, 1101 EA Amsterdam, registered with the Chamber of Commerce in Amsterdam under the number 33 166 364,

(i)			that, to the best of its knowledge, between the closing date of the audited accounts for the fiscal year 2002 and the date hereof, no event has occurred which could constitute a Material Adverse Effect;
(ii)			that [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH] is not under administration, insolvency, bankruptcy, dissolution, receivership or winding up and no stoppage of payments occurs in relation to it; and
(iii)			that there exists no provision currently in force and which has not been removed (with respect to any contract or agreement which is binding on it or to which it is a party) which could impede the execution of the GMRTS Agreement by [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH] or of any of its obligations hereunder, particularly any provisions limiting the transfer of its receivables or negative pledge clauses.

Capitalized terms and expressions in this certificate, unless herein defined shall have the same meaning as ascribed to such terms and expressions in the glossary attached as Schedule 1 to the GMRTS Agreement.

Best regards,

[Signature of the Managing Director of [Ingram Micro Distribution GmbH/Compu-Shack-Electronic

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GmbH]]

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SCHEDULE 12B

Form of the Managing Director’s Certificate

[Letterhead of Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH]

In [  ] on [  ] 200[  ] BNP Bank N.V. [Branch       ] Attention : [ ]

by mail and telecopy
Dear Sirs,

The undersigned, [  ], managing director (Geschäftsführer) of [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH], a German limited liability company, having its registered offices at [  ], registered in the commercial registry of the Lower Local Court (Amtsgericht ) [  ] under registration number HRB [  ],

represents, with reference to the German master receivables transfer and servicing agreement dated August 14, 2003 as amended and restated on December 29, 2003 between BNP Paribas Bank N.V. as Transferee, Ingram Micro Distribution GmbH and Compu-Shack-Electronic GmbH as Originators and Ingram Micro Holding GmbH as Depositor (the “GMRTS Agreement”),

to BNP Paribas Bank NV, a Dutch limited liability company, having its registered seat in the Netherlands, Herengracht 477, Postbus 10042, 1101 EA Amsterdam, registered with the Chamber of Commerce in Amsterdam under the number 33 166 364,

(i)		that, to the best of its knowledge, between the closing date of the audited accounts for the fiscal year 200[ ] and the date hereof, no event has occurred which could constitute a Material Adverse Effect;
(ii)		that [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH] is not under administration, insolvency, bankruptcy, dissolution, receivership or winding up and no stoppage of payments occurs in relation to it;
(iii)		that there exists no provision currently in force and which has not been removed (with respect to any contract or agreement which is binding on it or to which it is a party) which could impede the execution of the GMRTS Agreement by [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH] or of any of its obligations hereunder, particularly any provisions limiting the transfer of its receivables or negative pledge clauses; and
(iv)		that [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH] will fufill all its obligations under tax laws and applicable interpretative guidelines to provide the relevant tax authorities on a timely basis with all and complete tax returns, filings and reports (including, without limitation, with all monthly self-assessed VAT filings (Umsatzsteuervoranmeldungen) and annual VAT returns (Umsatzsteuerjahreserklärungen); [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH] will use the payments which it receives from the Transferee under the GMRTS Agreement to discharge its VAT liabilities to the competent German tax authorities fully and in a timely manner.

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Capitalized terms and expressions in this certificate, unless herein defined shall have the same meaning as ascribed to such terms and expressions in the glossary attached as Schedule 1 to the GMRTS Agreement.

Best regards,

[Signature of the Managing Director of [Ingram Micro Distribution GmbH/Compu-Shack-Electronic GmbH]]

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

(c)

The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonour, non-payment, non-performance or any other notice to or upon any Obligors or the Guarantor.

3.2

No Subrogation

	(a)		Any and all present and future debts and obligations of each Obligor to the Guarantor, including rights of reimbursement and subrogation, are hereby postponed in favour of and subordinated to the payment in full in cash of all of the Guaranteed Obligations.
	(b)		Notwithstanding any payment or payments made or expenses incurred by the Guarantor pursuant to this Guaranty, the Guarantor shall not be subrogated, in whole or in part, to the rights of the Beneficiary against any Obligor under the Credit Documents until the Guaranteed Obligations shall have been paid in cash in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for, the Beneficiary and, in addition, shall forthwith be paid to the Agent for the account of the Beneficiary to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the relevant Obligor if such obligations are then unmatured. The Guarantor hereby agrees that, as between itself on the one hand and the Beneficiary on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration as against any Obligors and that, in the event of any such declaration, the Guaranteed Obligations (whether or not then due and payable by any Obligors) shall forthwith become due and payable by the Guarantor for purposes of this Guaranty.

3.3

Reinstatement of Guaranty

This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of any Obligor, the Guarantor or otherwise, all as though such payment had not been made.

3.4		Undertakings of the Guarantor
1.		The Guarantor undertakes not to permit that at any time during this Guaranty:

	(a)		the ratio of (x) Consolidated EBITDA for any period of four consecutive Fiscal Periods of the Guarantor to (y) Consolidated Interest Charges for such period to be less than 2.5 to 1.0; provided that, for purposes of calculating the preceding ratio the contribution of any Subsidiary of the Guarantor acquired (to the extent the acquisition is treated for accounting purposes as a purchase) during those four Fiscal Periods to Consolidated EBITDA shall be calculated on a pro forma basis as if it had been a Subsidiary of the Guarantor during all of those four Fiscal Periods.
	(b)		the Consolidated Tangible Net Worth at the end of any Fiscal Period to be less than the sum of (i) USD 991,445,000, plus (ii) 50 % of Consolidated Net Income (without taking into account any losses incurred in any Fiscal Year of the Guarantor) for each Fiscal Year of the Guarantor ended on or after December 28, 2002.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

		The accounting terms used in bold type for the calculation of the ratios under l.(a) and l.(b) above (the “Financial Ratios”) shall have the meaning ascribed to them in Exhibit 3 hereto.
2.		The Guarantor undertakes to provide the Agent with its annual consolidated audited accounts for each of its fiscal year (and for the first time for the fiscal year ended on December 28, 2002) no later than 90 days after the end of each subsequent fiscal year.
3.		Assignment - Successors

This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of the Beneficiary hereunder and its successors and assigns and shall be considered to be assigned upon the assignment or transfer by the Beneficiary of any of its rights and obligations under the Credit Documents without requiring any act of or consent or acknowledgment from the Guarantor. In furtherance of the foregoing, the Guarantor shall execute and deliver to any assignee or transferee or the Beneficiary such additional counterparts of this Guaranty as the Agent, on behalf of the Beneficiary, may request in writing at any time and from time to time.

3.6

Governing law - Submission to jurisdiction

This guarantee shall be governed by and its provisions construed under the laws of the State of California any litigation based hereon, or arising out of, under, or in connection with, this guaranty or any course of conduct, course of dealing, statements (whether oral or written), or actions of the Beneficiary or the Guarantor pursuant to this guaranty shall be brought and maintained, to the extent permitted by applicable law, exclusively in the state or federal courts in the State of California. The Guarantor hereby expressly and irrevocably submits to such jurisdiction for the purpose of any such litigation as set forth above and irrevocably consents to the service of any and all process in such litigation or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Exhibit 2 hereto, in each case marked for the attention of the Worldwide Treasurer and the General Counsel, Ingram Micro Inc., or by personal service within or without the State of California in the manner permitted by the laws of each such state.

3.7

Miscellaneous Provisions

	(a)		No amendment to or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor here from, shall in any event be effective unless the same shall be in writing and signed by the Agent on behalf of the Beneficiary, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
	(b)		All notices and other communications provided to any party hereto shall be made in the manner, and subject to the provisions set forth in Exhibit 2 hereto.
	(c)		Section captions used in this Guaranty are for convenience of reference only, and shall not affect the construction of this Guaranty.
	(d)		Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision of the remaining provisions of this Guaranty.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

3.8

Waives of Jury Trial

The Beneficiary and the Guarantor hereby knowing, voluntarily and intentionally waive any rights they may have to a by jury in respect of any course of conduct, course of dealing, statements (whether verbal or written) or actions of the Beneficiary or the Guarantor.

[Remainder of page intentionally blank
Signature pages to follow.]

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

IN WITNESS WHEREOF, the undersigned corporation has caused this Guaranty to be executed on its behalf as of the date above written by one of its officers duly authorised thereto.

		INGRAM MICRO INC., a corporation
		organised and existing under the laws of the State
		of Delaware,
		United States of America
		By
				Thomas A. Madden,
				Executive Vice President and Chief Financial
		Officer

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

Exhibit 3

Definitions of accounting terms

The accounting terms used in bold type in Section 3.4 (Undertakings of the Guarantor) § 1 shall have the following meanings:

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

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

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

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

     “Consolidated EBITDA” means, for any period, Consolidated Income (or Loss) from Operations for such period adjusted by adding thereto (a) the amount of all amortization of intangibles, depreciation and any other non-cash charges that were deducted in arriving at Consolidated Income (or Loss) from Operations for such period and (b) the amount of Cash Business Improvement Program Charges recorded in accordance with GAAP during such period; provided that the cumulative amount of Cash Business Improvement Program Charges added may not exceed $50,000,000.

     “Consolidated Income (or Loss) from Operations” means, for any period, the amount of “income or loss from operations” (or any substituted or replacement line item) reflected on a consolidated statement of income of the Guarantor and its Consolidated Subsidiaries for such period in accordance with GAAP.

     “Consolidated Interest Charges” means, for any period, the sum (without duplication) of the following (in each case, eliminating all offsetting debits and credits between the Guarantor and its Consolidated Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Guarantor and its Consolidated Subsidiaries in accordance with GAAP):

	(a)		aggregate Net Interest Expense for such period plus, to the extent not deducted in determining Consolidated Net Income for such period, the amount of all interest previously capitalized or deferred that was amortized during such period, plus
	(b)		all debt discount and expense amortized or required to be amortized in the determination of Consolidated Net Income for such period, plus

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

(c)

all attributable interest, fees in lieu of interest and “losses on sales of receivables” (or any substituted or replacement line item) reflected on a consolidated statement of income of the Guarantor and its Consolidated Subsidiaries for such period, in each case associated with any securitization program by the Guarantor or any of its Consolidated Subsidiaries.

     “Consolidated Liabilities” means, at any date, the sum of all obligations of the Guarantor and its Consolidated Subsidiaries that would be reflected on a consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at such date in accordance with GAAP.

     “Consolidated Net Income” means, for any period, the consolidated net income of the Guarantor and its Consolidated Subsidiaries as reflected on a consolidated statement of income of the Guarantor and its Consolidated Subsidiaries for such period in accordance with GAAP.

     “Consolidated Stockholders’ Equity” means, at any date:

(a)

Consolidated Assets as at such date,

     less

(b)

Consolidated Liabilities as at such date.

     “Consolidated Subsidiary” means any Subsidiary whose financial statements are required in accordance with GAAP to be consolidated with the consolidated financial statements delivered by the Guarantor from time to time.

     “Consolidated Tangible Net Worth” means, at any date:

(a)

Consolidated Stockholders’ Equity as at such date plus the accumulated aftertax amount of non-cash charges and adjustments to income and Consolidated Stockholders’ Equity attributable to employee stock options and stock purchases through such date,

     less

(b)

goodwill and other Intangible Assets of the Guarantor and its Consolidated Subsidiaries.

     “Fiscal Period” means a fiscal period of the Guarantor or any of its Subsidiaries, which shall be either a calendar quarter or an aggregate period comprised of three (3) consecutive periods of four (4) weeks and five (5) weeks (or, on occasion, six (6) weeks instead of five), currently commencing on or about each January 1, April 1, July 1 or October 1.

     “Fiscal Year” means, with respect to any Person, the fiscal year of such Person. The term Fiscal Year, when used without reference to any Person, shall mean a Fiscal Year of the Guarantor, which currently ends on the Saturday nearest December 31.

     “GAAP” means U.S. generally accepted accounting principles as of the date hereof provided however, that if, after the date hereof, there shall be any change in the Guarantor’s Fiscal Year or GAAP (whether such modification is adopted or imposed by the Federal Accounting Standards Board, the American Institute of Certified Public Accountants or any other professional body) which changes result in a change in the method of calculation of financial covenants set forth herein, the parties hereto

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

agree to promptly enter into negotiations in order to amend such financial covenants so as to reflect equitably such changes, with the desired result that the evaluations of the Guarantor’s financial condition shall be the same after such changes as if such changes had not been made; provided, further, that until the parties hereto have reached a definitive agreement on such amendments, the Guarantor’s financial condition shall continue to be evaluated on the same principles as those in effect on the date hereof.

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

     “Net Interest Expense” means, for any applicable period, the aggregate interest expense of the Guarantor and its Consolidated Subsidiaries (including computed interest on Capitalized Lease Liabilities) deducted in determining Consolidated Net Income for such period, net of interest income of the Guarantor and its Consolidated Subsidiaries included in determining Consolidated Net Income for such applicable period.

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

     “Subsidiary” means, with respect to any Person, any corporation, company, partnership or other entity of which more than fifty percent (50%) of the outstanding shares or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors of, or other persons performing similar functions for, such corporation, company, partnership or other entity (irrespective of whether at the time shares or other ownership interests of any other class or classes of such corporation, company, partnership or other entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

Part II: US Guarantee (Fees)

Pursuant to this Guaranty (the “Guaranty”), dated as of ____ August 2003, Ingram Micro Inc., a Delaware corporation (the “Guarantor”), hereby unconditionally, absolutely and irrevocably guarantees as primary obligor and not as a surety merely, to the Beneficiary (as defined below), with offset or deduction, the full and punctual payment when due of whole or part of the Total Fees and Expenses (as defined under the GMRTS Agreement referred to below) payable by Ingram Micro Distribution GmbH and Compu-Shack-Electronic GmbH, companies organised and existing under the laws of Germany (the “Originators”) and Ingram Micro Holding GmbH, a company organised and existing under the laws of Germany (the “Depositor”), being collectively, the “Obligors”, under the German Master Receivables Transfer and Servicing Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “GMRTS Agreement”) dated _____ August 2003 made by and between the “Obligors” and BNP Bank NV, a company organized and existing under the laws of The Netherlands (thereunder, the “Transferee” and hereunder, the “Beneficiary”); unless otherwise defined herein, all capitalised terms used herein without definition have the meanings provided for in the GMRTS Agreement (all of the foregoing guaranteed obligations being the “Guaranteed Obligations”).

This Guaranty is a continuing guarantee and will extend to the ultimate balance of all sums payable under the Guaranteed Obligations, PROVIDED THAT all payments by the Guarantor hereunder shall be limited to an aggregate maximum amount of Euros 15,000,000 or the US dollar equivalent thereof converted at the spot rate.

Pursuant to this Guaranty, the Guarantor undertakes to pay to BNP Paribas, a company organised and existing under the laws of France, acting hereby as agent on behalf of the Transferee (in this capacity, the “Agent”), any amount denominated in euros requested by the Agent in relation to this Guaranty, upon first written demand sent by the Agent on any Business Day US in the form of Exhibit 1 hereto (the “Notification”) specifying (i) the amount requested for payment by the Guarantor hereunder (the “Requested Amount”) along with explanation of how such Requested Amount is calculated pursuant to the GMRTS Agreement and the date such amount was due from the Obligors, (ii) the account of the Beneficiary (the “Beneficiary’s Account”) and (iii) a certification from an officer of the Agent that the Requested Amount is the past due amount owed by the Obligors to the Beneficiary under the GMRTS Agreement. The Notification shall be sent by the Agent to the Guarantor by facsimile and confirmed by email before 11.00 a.m. (Los Angeles Time) on the date of its receipt (the “Notification Date”). The Guarantor waives any right it may have to dispute such demand and the amount requested to avoid a payment hereunder. The foregoing provision shall be without prejudice to any claim the Guarantor may have against the Beneficiary after the making of any payment pursuant to the terms hereof.

The Guarantor shall send the appropriate payment instructions and confirm the sending thereof by mail to the Agent at the latest at 5.00 p.m. (Los Angeles time) on the Notification Date and credit the Beneficiary’s Account with the Requested Amount in euros and immediately available funds, at the latest at 5.00 p.m. (Los Angeles time) on the fourth Business Day US following the Notification Date.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

SECTION I. Consents and Waivers by Guarantor.

(a)

This Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the GMRTS Agreement or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the “Credit Documents”), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this guaranty shall be absolute, unconditional and irrevocable irrespective of:

	(i)	any lack of validity or enforceability of any Obligor’s obligations under or with respect to any Credit Document;
	(ii)	any change, whether or not agreed to by the Beneficiary, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of provisions of any of the Credit Documents;
	(iii)	the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at time be available to or assorted by any Obligor against the Beneficiary with respect to such Obligor’s obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with provisions of any of the Credit Documents; or the bankruptcy or insolvency of any Obligor, the admission in waiting by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; and
	(iv)	any other circumstance which might otherwise constitute a defence available to, or legal or equitable discharge of, the Obligors or the Guarantor;

it being the purpose and intent of this Guaranty that the obligation of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations but without prejudice to any claim the Guarantor may have against the Beneficiary after the making of any payment pursuant to the terms hereof.

(b)

The Guarantor agrees that it is directly and primarily liable to the Beneficiary, that the obligations hereunder are independent of the obligations of each Obligor, and that a separate action or actions may be brought and presented against the Guarantor, whether or not an action is brought against any of the Obligors or any other person, or whether the Obligors or any other person is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Beneficiary to any Obligor or endorser shall not release it from this Guaranty.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

(c)

The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonour, non-payment, non-performance or any other notice to or upon any Obligors or the Guarantor.

3.2

No Subrogation

	(a)		Any and all present and future debts and obligations of each Obligor to the Guarantor, including rights of reimbursement and subrogation, are hereby postponed in favour of and subordinated to the payment in full in cash of all of the Guaranteed Obligations.
	(b)		Notwithstanding any payment or payments made or expenses incurred by the Guarantor pursuant to this Guaranty, the Guarantor shall not be subrogated, in whole or in part, to the rights of the Beneficiary against any Obligor under the Credit Documents until the Guaranteed Obligations shall have been paid in cash in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for, the Beneficiary and, in addition, shall forthwith be paid to the Agent for the account of the Beneficiary to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the relevant Obligor if such obligations are then unmatured. The Guarantor hereby agrees that, as between itself on the one hand and the Beneficiary on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration as against any Obligors and that, in the event of any such declaration, the Guaranteed Obligations (whether or not then due and payable by any Obligors) shall forthwith become due and payable by the Guarantor for purposes of this Guaranty.

3.3		Reinstatement of Guaranty
		This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of any Obligor, the Guarantor or otherwise, all as though such payment had not been made.
3.4		Undertakings of the Guarantor
1.		The Guarantor undertakes not to permit that at any time during this Guaranty:

	(a)		the ratio of (x) Consolidated EBITDA for any period of four consecutive Fiscal Periods of the Guarantor to (y) Consolidated Interest Charges for such period to be less than 2.5 to 1.0; provided that, for purposes of calculating the preceding ratio the contribution of any Subsidiary of the Guarantor acquired (to the extent the acquisition is treated for accounting purposes as a purchase) during those four Fiscal Periods to Consolidated EBITDA shall be calculated on a pro forma basis as if it had been a Subsidiary of the Guarantor during all of those four Fiscal Periods.
	(b)		the Consolidated Tangible Net Worth at the end of any Fiscal Period to be less than the sum of (i) USD 991,445,000, plus (ii) 50 % of Consolidated Net Income (without taking into account any losses incurred in any Fiscal Year of the Guarantor) for each Fiscal Year of the Guarantor ended on or after December 28, 2002.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

The accounting terms used in bold type for the calculation of the ratios under l.(a) and 1 .(b) above (the “Financial Ratios”) shall have the meaning ascribed to them in Exhibit 3 hereto.

2.		The Guarantor undertakes to provide the Agent with its annual consolidated audited accounts for each of its fiscal year (and for the first time for the fiscal year ended on December 28, 2002) no later than 90 days after the end of each subsequent fiscal year.
3.		Assignment - Successors

This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of the Beneficiary hereunder and its successors and assigns and shall be considered to be assigned upon the assignment or transfer by the Beneficiary of any of its rights and obligations under the Credit Documents without requiring any act of or consent or acknowledgment from the Guarantor. In furtherance of the foregoing, the Guarantor shall execute and deliver to any assignee or transferee or the Beneficiary such additional counterparts of this Guaranty as the Agent, on behalf of the Beneficiary, may request in writing at any time and from time to time.

3.6

Governing law - Submission to jurisdiction

This guarantee shall be governed by and its provisions construed under the laws of the State of California any litigation based hereon, or arising out of, under, or in connection with, this guaranty or any course of conduct, course of dealing, statements (whether oral or written), or actions of the Beneficiary or the Guarantor pursuant to this guaranty shall be brought and maintained, to the extent permitted by applicable law, exclusively in the state or federal courts in the State of California. The Guarantor hereby expressly and irrevocably submits to such jurisdiction for the purpose of any such litigation as set forth above and irrevocably consents to the service of any and all process in such litigation or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Exhibit 2 hereto, in each case marked for the attention of the Worldwide Treasurer and the General Counsel, Ingram Micro Inc., or by personal service within or without the State of California in the manner permitted by the laws of each such state.

3.7

Miscellaneous Provisions

	(a)		No amendment to or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor here from, shall in any event be effective unless the same shall be in writing and signed by the Agent on behalf of the Beneficiary, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
	(b)		All notices and other communications provided to any party hereto shall be made in the manner, and subject to the provisions set forth in Exhibit 2 hereto.
	(c)		Section captions used in this Guaranty are for convenience of reference only, and shall not affect the construction of this Guaranty.
	(d)		Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision of the

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

remaining provisions of this Guaranty.

3.8

Waives of Jury Trial

The Beneficiary and the Guarantor hereby knowing, voluntarily and intentionally waive any rights they may have to a by jury in respect of any course of conduct, course of dealing, statements (whether verbal or written) or actions of the Beneficiary or the Guarantor.

[REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGES TO FOLLOW.]

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

IN WITNESS WHEREOF, the undersigned corporation has caused this Guaranty to be executed on its behalf as of the date above written by one of its officers duly authorised thereto.

		INGRAM MICRO INC., a corporation
		organised and existing under the laws of the State
		of Delaware,
		United States of America
		By
				Thomas A. Madden, Executive Vice President
		and Chief Financial Officer

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

Exhibit 3

Definitions of accounting terms

The accounting terms used in bold type in Section 3.4 (Undertakings of the Guarantor) § 1 shall have the following meanings:

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

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

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

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

     “Consolidated EBITDA” means, for any period, Consolidated Income (or Loss) from Operations for such period adjusted by adding thereto (a) the amount of all amortization of intangibles, depreciation and any other non-cash charges that were deducted in arriving at Consolidated Income (or Loss) from Operations for such period and (b) the amount of Cash Business Improvement Program Charges recorded in accordance with GAAP during such period; provided that the cumulative amount of Cash Business Improvement Program Charges added may not exceed $50,000,000.

     “Consolidated Income (or Loss) from Operations” means, for any period, the amount of “income or loss from operations” (or any substituted or replacement line item) reflected on a consolidated statement of income of the Guarantor and its Consolidated Subsidiaries for such period in accordance with GAAP.

     “Consolidated Interest Charges” means, for any period, the sum (without duplication) of the following (in each case, eliminating all offsetting debits and credits between the Guarantor and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Guarantor and its Consolidated Subsidiaries in accordance with GAAP):

	(a)		aggregate Net Interest Expense for such period plus, to the extent not deducted in determining Consolidated Net Income for such period, the amount of all interest previously capitalized or deferred that was amortized during such period, plus
	(b)		all debt discount and expense amortized or required to be amortized in the determination of Consolidated Net Income for such period, plus

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

(c)

all attributable interest, fees in lieu of interest and “losses on sales of receivables” (or any substituted or replacement line item) reflected on a consolidated statement of income of the Guarantor and its Consolidated Subsidiaries for such period, in each case associated with any securitization programs by the Guarantor or any of its Consolidated Subsidiaries.

     “Consolidated Liabilities” means, at any date, the sum of all obligations of the Guarantor and its Consolidated Subsidiaries that would be reflected on a consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as at such date in accordance with GAAP.

     “Consolidated Net Income” means, for any period, the consolidated net income of the Guarantor and its Consolidated Subsidiaries as reflected on a consolidated statement of income of the Guarantor and its Consolidated Subsidiaries for such period in accordance with GAAP.

     “Consolidated Stockholders’ Equity” means, at any date:

(a)

Consolidated Assets as at such date,

     less

(c)

Consolidated Liabilities as at such date.

     “Consolidated Subsidiary” means any Subsidiary whose financial statements are required in accordance with GAAP to be consolidated with the consolidated financial statements delivered by the Guarantor from time to time.

     “Consolidated Tangible Net Worth” means, at any date:

(c)

Consolidated Stockholders’ Equity as at such date plus the accumulated after-tax amount of non-cash charges and adjustments to income and Consolidated Stockholders’ Equity attributable to employee stock options and stock purchases through such date,

     less

(d)

goodwill and other Intangible Assets of the Guarantor and its Consolidated Subsidiaries.

     “Fiscal Period” means a fiscal period of the Guarantor or any of its Subsidiaries, which shall be either a calendar quarter or an aggregate period comprised of three (3) consecutive periods of four (4) weeks and five (5) weeks (or, on occasion, six (6) weeks instead of five), currently commencing on or about each January 1, April 1, July 1 or October 1.

     “Fiscal Year” means, with respect to any Person, the fiscal year of such Person. The term Fiscal Year, when used without reference to any Person, shall mean a Fiscal Year of the Guarantor, which currently ends on the Saturday nearest December 31.

     “GAAP” means U.S. generally accepted accounting principles as of the date hereof provided however, that if, after the date hereof, there shall be any change in the Guarantor’s Fiscal Year or GAAP (whether such modification is adopted or imposed by the Federal Accounting Standards Board, the American Institute of Certified Public Accountants or any other professional body) which changes result in a change in the method of calculation of financial covenants set forth herein, the parties hereto

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

agree to promptly enter into negotiations in order to amend such financial covenants so as to reflect equitably such changes, with the desired result that the evaluations of the Guarantor’s financial condition shall be the same after such changes as if such changes had not been made; provided, further, that until the parties hereto have reached a definitive agreement on such amendments, the Guarantor’s financial condition shall continue to be evaluated on the same principles as those in effect on the date hereof.

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

     “Net Interest Expense” means, for any applicable period, the aggregate interest expense of the Guarantor and its Consolidated Subsidiaries (including computed interest on Capitalized Lease Liabilities) deducted in determining Consolidated Net Income for such period, net of interest income of the Guarantor and its Consolidated Subsidiaries included in determining Consolidated Net Income for such applicable period.

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

     “Subsidiary” means, with respect to any Person, any corporation, company, partnership or other entity of which more than fifty percent (50%) of the outstanding shares or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors of, or other persons performing similar functions for, such corporation, company, partnership or other entity (irrespective of whether at the time shares or other ownership interests of any other class or classes of such corporation, company, partnership or other entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

SCHEDULE 17

Liquidity Fees

-		if no drawdown is made pursuant to the Liquidity Agreement, a commitment fee calculated at an annual interest rate of: (i) maximum 0.75% for the period starting from the execution date of this Agreement and ending on the last Transaction Date occurring prior to the third anniversary date of the execution date of this Agreement; then (ii) maximum 0.45% for the two (2) successive periods of 364 days each subsequent to the period mentioned in (i) above and for which the Liquidity Agreement may be renewed in accordance with its terms, provided that (A) the same annual interest rate shall be applied if the Final Transfer Date is extended pursuant to Clause 4 (D) of the German Master Receivables Agreement the above rates shall be applied on the 102% of the Maximum Financing Amount; and
-		if a drawdown is made pursuant to the Liquidity Agreement, EURIBOR + maximum 1.30% (or EONIA + 1.30% for a period of less than one (1) calendar month).
		The applicable EURIBOR and EONIA upon the financing costs of the Issuer of Reference in connection with the Liquidity Agreement shall be the one published the day upon which a drawing is made under such agreement.

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HENGELER MUELLER		BNP / Ingram GMRTSA Update

EXECUTION PAGE

BNP PARIBAS BANK N.V.
By:
INGRAM MICRO DISTRIBUTION GMBH
By:
COMPU-SHACK-ELECTRONIC GMBH
By:
INGRAM MICRO HOLDING GMBH
By:

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EXHIBIT 10.49

Waiver Letter

Date: 26 January 2004

		To:		BNP Paribas Bank N.V.
				Represented by BNP Paribas
				3,rue d’ Antin
				75002 Paris
				France
				(the “Transferee”)
				To the attention of: Marylene Monci/Eric Lefol
				by mail and telecopy: +33 1 42 98 69 19
		CC:		Ingram Micro Coordination Center BVBA/Sprl.
				Luohthavenlaan 25 A
				1800 Vilvoorde
				Belgium
				To the attention of:Bèatrioe Ransquin/Luc Vlaminck
				by mail and telecopy: +32 2 254 92 90
		From:		Compu-Shack Electronic GmbH
				Ringstraßle 56-58
				56564 Neuwied
				Germany
				(“Compu-Shack”)

Dear Sirs,

1.

We refer to the German Master Receivables Transfer and Servicing Agreement (the “GMRTS Agreement”) entered into between the Transferee, Ingram Micro Distribution GmbH and Compu-Shack as Originators and Ingram Micro Holding GmbH as Depositor, dated August 14, 2003 as amended and restated on December 29,2003.

 

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BNP / Ingram
Waiver Letter

2.		Capitalized terms and expressions not defined herein shall have the meaning ascribed to them in the glossary attached as Schedule 1 to the GMRTS Agreement.
3.		We hereby request that you, the Transferee, agree to

	(a)		expressly waive in accordance with Clause 52 (Exercise of Rights) of the GMRTS Agreement with respect to the period from the date hereof (inclusive) through 30 June 2004 (inclusive) (the “Waiver Period”) each of the following:

	(i)		the failure by Compu-Shaok to make Offers thereby satisfying the conditions set out in Clause 10.1 A (b) (Transfer of Receivables) of the GMRTS Agreement. The Transferee hereby agrees that the Final Transfer Date shall not consequently be deemed to have occurred on the second Information Date on which no Offer is made; and
	(ii)		the failure by Compu-Shack to comply with Clause 12 A (Information Obligations of the Originators) of the GMRTS Agreement;

	(b)		acknowledge that during the Waiver Period none of the items listed in paragraph 3 (a) hereof constitutes an Event of Default pursuant to Clause 40.1 (ii) (Events of Default and Termination of Transferee’s Commitment) of the GMRTS Agreement as each such item has been waived.

4.		Each party hereto hereby agrees that Clause 49 (Confidentiality), Clause 50 (Benefit of Agreement), Clause 51 (Notices, Communication and Documents) and Clause 54 (Indivisibility) of the GMRTS Agreement shall apply mutatis mutandis to this Waiver Letter.
5.		This Waiver Letter shall be governed by, and construed in accordance with, German law. Any dispute as to the validity, execution, interpretation or any other matter arising from this Waiver Letter shall be subject to the jurisdiction of the District Court (Landgericht) in Frankfurt am Main, Germany.

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\

BNP / Ingram
Waiver Letter

6.		This Waiver Letter may be executed (including by facsimile) in one or more counterparts. Each signed counterpart shall constitute an original.
7.		Please confirm your consent to the terms of this Waiver Letter by countersigning below.

Sincerely yours,

Compu-Shack-Electronic GmbH

Acknowledgement and consent
We hereby acknowledge and consent to the terms of this Waiver Letter:

BNP Paribas Bank N.V.

- 3 -

                                                                   EXHIBIT 10.50

                                                                  EXECUTION COPY

                                October 24, 2003

Ingram Funding Inc.
1610 East St. Andrew Place
Santa Ana, CA 92705

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

         Re:      The Pooling Agreement and the Series 1994-3 Supplement (each
                  as defined below)

Ladies and Gentlemen:

         Reference is hereby made to (i) that certain Ingram Funding Master
Trust Amended and Restated Pooling Agreement dated as of March 8, 2000, among
Ingram Funding Inc. ("Funding"), Ingram Micro Inc., as master servicer (the
"Master Servicer"), and JP Morgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee (the "Trustee") (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Pooling
Agreement"), and (ii) that certain Ingram Funding Master Trust Series 1994-3
Supplement dated as of March 8, 2000, among Funding, the Master Servicer and the
Trustee (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Series 1994-3 Supplement"). Capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the
Pooling Agreement or the Series 1994-3 Supplement, as the case may be.

         The Master Servicer has requested the consent of the Class A
Certificateholder to (1) terminate that certain Lockbox Agreement dated as of
March 8, 2000 among Funding, the Master Servicer, the Trustee and Bank of
America N.A. (the "Bank of America Lockbox Agreement"), (2) close the Lockbox
Accounts referred to in the Bank of America Lockbox Agreement (the "Bank of
America Lockbox Accounts") and (3) open new Lockbox Accounts at Fleet National
Bank (such Lockbox Accounts, the "Fleet Lockbox Accounts"). Each of the
undersigned parties hereby consents to (a) the termination of the Bank of
America Lockbox Agreement, (b) the closing of the Bank of America Lockbox
Accounts and (c) the opening of the Fleet Lockbox Accounts; provided that the
foregoing consent is conditioned upon the receipt by the Agent of a
fully-executed Lockbox Agreement with respect to the Fleet Lockbox Accounts in
the form attached hereto as Exhibit A.



         Except as otherwise expressly provided herein, this letter agreement
shall not operate as a waiver of any Early Amortization Event, or of any right,
power, or remedy of the Class A Certificateholder or the Trustee under the
Pooling Agreement or the Series 1994-3 Supplement or any other applicable
Transaction Document; and the Pooling Agreement and the Series 1994-3 Supplement
and the other Transaction Documents shall remain in full force and effect and
are hereby ratified and confirmed.

         This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of New York. This letter agreement may be executed
in any number of counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.

                                    Very truly yours,

                                    The Prudential Insurance Company of America,
                                    as Class A Certificateholder
                                    By: Prudential Investment Management, Inc.,
                                    as Investment Advisor

                                      By: /s/ Michael J. Bozzo
                                          -------------------------
                                      Name: Michael J. Bozzo
                                      Title: Vice President

Acknowledged and agreed to:

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

By: /s/ Joseph M. Costantino
    -------------------------------
    Name: Joseph M. Costantino
    Title: Trust Officer

                                       2

                                                                   EXHIBIT 10.51

                                                                  EXECUTION COPY

                                October 24, 2003

Ingram Funding Inc.
1610 East St. Andrew Place
Santa Ana, CA 92705

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

         Re:      The Pooling Agreement and the Series 2000-1 Supplement (each
                  as defined below)

Ladies and Gentlemen:

         Reference is hereby made to (i) that certain Ingram Funding Master
Trust Amended and Restated Pooling Agreement dated as of March 8, 2000, among
Ingram Funding Inc. ("Funding"), Ingram Micro Inc., as master servicer (the
"Master Servicer"), and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee (the "Trustee") (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Pooling
Agreement"), and (ii) that certain Ingram Funding Master Trust Series 2000-1
Supplement dated as of March 8, 2000, among Funding, the Master Servicer,
Redwood Receivables Corporation, as the initial purchaser ("Redwood"), the
several financial institutions party thereto from time to time as liquidity
banks (the "Liquidity Banks"), General Electric Capital Corporation, as agent
for Redwood and the Liquidity Banks (the "Agent"), and the Trustee (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Series 2000-1 Supplement"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Pooling Agreement or the Series
2000-1 Supplement, as the case may be.

         The Master Servicer has requested the consent of the Agent and Redwood
to (1) terminate that certain Lockbox Agreement dated as of March 8, 2000 among
Funding, the Master Servicer, the Trustee and Bank of America N.A. (the "Bank of
America Lockbox Agreement"), (2) close the Lockbox Accounts referred to in the
Bank of America Lockbox Agreement (the "Bank of America Lockbox Accounts") and
(3) open new Lockbox Accounts at Fleet National Bank (such Lockbox Accounts, the
"Fleet Lockbox Accounts"). Each of the undersigned parties hereby consents to
(a) the termination of the Bank of America Lockbox Agreement, (b) the closing of
the Bank of America Lockbox Accounts and (c) the opening of the Fleet Lockbox
Accounts; provided that the foregoing consent is conditioned upon the receipt by
the Agent of a fully-executed Lockbox Agreement with respect to the Fleet
Lockbox Accounts in the form attached hereto as Exhibit A.



         Except as otherwise expressly provided herein, this letter agreement
shall not operate as a waiver of any Early Amortization Event, or of any right,
power, or remedy of Redwood, the Liquidity Banks, the Trustee or the Agent under
the Pooling Agreement or the Series 2000-1 Supplement or any other applicable
Transaction Document; and the Pooling Agreement and the Series 2000-1 Supplement
and the other Transaction Documents shall remain in full force and effect and
are hereby ratified and confirmed.

         This letter agreement shall he governed by, and construed in accordance
with, the laws of the State of New York. This letter agreement may be executed
in any number of counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.

                         Very truly yours,

                         GENERAL ELECTRIC CAPITAL CORPORATION,
                         as Agent and sole Liquidity Bank

                         By: /s/ Howard Bailey
                            ---------------------------------
                             Name: Howard Bailey
                             Title: Duly Authorized Signatory

                         REDWOOD RECEIVABLES CORPORATION,
                         as Initial Purchaser and as sole VFC Certificateholder

                         By: /s/ [ILLEGIBLE]
                             --------------------------
                             Name: [ILLEGIBLE]
                             Title: Assistant Secretary

                                       2


Acknowledged and agreed to:

AMBAC ASSURANCE CORPORATION,
as Insurer

By: /s/ Nicholas G. Goumas
    ------------------------------
    Name: Nicholas G. Goumas
    Title: Managing Director

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

By: /S/ Joseph M. Costantino
    ------------------------------
    Name: Joseph M. Costantino
    Title: Trust Officer

                                       3

                                                                   EXHIBIT 10.52

                       EXECUTIVE OFFICER SEVERANCE POLICY

                              ADOPTED OCTOBER 2003


1.0      PURPOSE

         Provide eligible executive officers of the Company continuing financial
         security in the event the Company terminates their employment without
         "cause." This policy sets forth the terms and conditions regarding the
         payment of severance benefits for eligible executive officers.

2.0      APPLICABILITY

         This policy applies to (i) Ingram Micro's chief executive officer, (ii)
         executive officers of the Company elected by the Company's Board of
         Directors who report to either the chief executive officer or the chief
         operating officer of the Company, and (iii) such other executive
         officers elected by the Company's Board of Directors as the Human
         Resources Committee of the Board of Directors may determine from time
         to time in their discretion.

3.0      POLICY

         3.1      ELIGIBILITY - Eligible executive offers are entitled to the
                  severance benefits described in this policy if their
                  employment is terminated by the Company without "cause".
                  Eligible executive officers shall not be entitled to receive
                  severance benefits if their employment with the Company is
                  terminated (i) by the Company for "cause", (ii) due to their
                  resignation for any reason; (iii) due to their disability;
                  (iv) due to their retirement; or (v) as a result of their
                  death.

         3.2      BENEFITS - The following severance benefits will be provided
                  to eligible executive officers meeting the eligibility
                  criteria for severance set forth above:

                  3.2.1    The greater of:

                           3.2.1.1  The sum of: (i) the eligible executive
                                    officer's Base Salary in effect on the
                                    effective date of the termination of
                                    employment with the Company ("Effective
                                    Date"); and (ii) the executive officer's
                                    Target Annual Bonus in effect on the
                                    Effective Date; OR

                           3.2.1.2  The product of 1/12th times the sum of (i)
                                    the executive officer's Base Salary in
                                    effect on the Effective Date and (ii) the
                                    executive officer's Target Annual Bonus in
                                    effect on the Effective Date, multiplied by
                                    the number of full years' of employment with
                                    the Company.

                           3.2.1.3  Such amounts shall be payable in cash in
                                    equal installments at such times and in
                                    accordance with the applicable Company
                                    payroll periods over a period of months
                                    equal to the greater of (i) twelve (12); or
                                    (ii) the number of full years' of employment
                                    with the Company ("Continuation Period").
                                    All payments will be subject to applicable
                                    tax and related payroll withholding
                                    requirements.

                  3.2.2    An amount equal to the executive officer's unpaid
                           annual bonus established for the bonus plan year in
                           which the Effective Date occurs, multiplied by a
                           fraction, the numerator of which is the number of
                           days completed in the then

                       EXECUTIVE OFFICER SEVERANCE POLICY

                              ADOPTED OCTOBER 2003

                           existing fiscal year through the Effective Date, and
                           the denominator of which is three hundred sixty-five
                           (365). This amount will be calculated and paid after
                           the close of the applicable fiscal year at such time
                           and in the same manner as annual bonus payments are
                           made to actively employed executive officers. This
                           amount will be calculated based on actual performance
                           achieved during the fiscal year relative to the
                           performance objectives set forth in the applicable
                           annual bonus plan.

                  3.2.3    Continuation of the Company-sponsored health and
                           welfare benefits of medical insurance, dental
                           insurance and vision insurance for the eligible
                           executive officer and enrolled dependents as of the
                           Effective Date through the "Continuation Period".
                           These benefits shall be available to the executive
                           officer at a cost equal to 100% of the Company's
                           premium rate for such plans as in effect as of the
                           Effective Date and shall be payable on a pre-tax
                           basis through payroll withholdings. In the event the
                           Company's premium costs change for the referenced
                           welfare benefits during the "Continuation Period",
                           the executive officer's cost for these benefits shall
                           change in a corresponding manner.

                  3.2.4    Participation in a Company paid outplacement program
                           for up to one year following the Effective Date, up
                           to a maximum cost to the Company of $20,000. The
                           selection of the outplacement assistance firm shall
                           be at the discretion of the Company. The executive
                           officer may not select a cash payment in lieu of this
                           benefit.

         3.3      EXECUTIVE PHYSICAL EXAMINATION PROGRAM - Participation in the
                  Company's Executive Physical Examination Program will cease on
                  the Effective Date.

         3.4      RETIREMENT PLANS - Participation in the Company's retirement
                  plan(s) and deferred compensation plan(s) will cease on the
                  Effective Date. Payment of accrued benefits and account
                  balances in these plans will be made in accordance with the
                  plans' provisions and the executive officer's distribution
                  election forms on file as of the Effective Date.

         3.5      STOCK AWARDS - Any unvested stock options, restricted stock
                  awards, or other stock-based incentive compensation awards
                  will be cancelled on the Effective Date. Vested stock options,
                  restricted stock awards, or other stock-based incentive
                  compensation awards shall be governed by the terms of the
                  plan(s) and award agreement(s) for each such award.

                       EXECUTIVE OFFICER SEVERANCE POLICY

                              ADOPTED OCTOBER 2003

         3.6      LONG-TERM EXECUTIVE CASH INCENTIVE AWARD PROGRAM - The
                  executive officer's participation in the Company's Long-Term
                  Executive Cash Incentive Award Program shall cease on the
                  Effective Date. Payment(s) of earned awards shall be made in
                  accordance with the terms of the plan(s) and award
                  agreement(s) for each such award.

         3.7      MITIGATION OF BENEFITS - The executive officer will not be
                  obligated to seek other employment in mitigation of the
                  amounts payable or arrangements made under this policy.
                  Obtaining any other employment will in no event affect any of
                  the Company's obligations to make payments and arrangements
                  referenced within this policy.

         3.8      RELEASE AND COVENANT - The entitlement of the executive
                  officer to the severance benefits provided in this policy is
                  contingent upon the executive officer's execution of a release
                  and covenant agreement satisfactory to the Company which may
                  include, but is not limited to, confidentiality,
                  non-competition, non-solicitation, and no-raid provisions for
                  a period equal to the Continuation Period.

         3.9      EFFECT OF EMPLOYMENT CONTRACTS -- If an executive officer has
                  an employment agreement with the Company in force on the
                  Effective Date, he or she may elect to receive the severance
                  benefits and limitations provided for in such agreement or
                  those provided by the terms of this policy, but not both. Any
                  such election shall be in writing delivered to the Senior Vice
                  President, Human Resources of the Company. In the absence of
                  any such election, the terms of the executive officer's
                  employment agreement shall control.

         3.10     AUTHORITY - The provisions of this policy have been
                  established by the Human Resources Committee of the Board of
                  Directors of Ingram Micro Inc. The Committee maintains the
                  right to modify or terminate this policy at any time, with or
                  without prior notification.

4.0      RESPONSIBILITIES

5.0      PROCEDURES

6.0      RELATED DOCUMENTS

7.0      DEFINITIONS

         For purposes of this policy, the following terms will have the meanings
         set forth below:

         7.1      COMPANY - Company means Ingram Micro Inc., a Delaware
                  corporation, and its wholly owned subsidiaries and affiliates.
                  Company also means Ingram Micro Inc.'s predecessor companies
                  and their wholly-owned subsidiaries and affiliates.

                       EXECUTIVE OFFICER SEVERANCE POLICY

                              ADOPTED OCTOBER 2003

         7.2      BASE SALARY - The fixed annual cash compensation that is
                  generally paid in substantially equal periodic payments over
                  the course of the 12-month period approximating the calendar
                  year.

         7.3      TARGET ANNUAL BONUS - The executive officer's annual base
                  salary in effect on the Effective Date multiplied by the
                  incentive award percentage applicable to such executive
                  officer's salary grade or position as specified in the
                  Company's annual Executive Incentive Award Plan in effect for
                  the fiscal year in which the Effective Date occurs.

7.4      TERMINATION FOR CAUSE - Refers to the occurrence of any one or more of
         the following:

         (i)      A willful and/or deliberate material act or failure to act
                  (other than as a result of incapacity due to physical or
                  mental illness), which is committed in bad faith, without
                  reasonable belief that such action or inaction is in the best
                  interests of the Company, and which act or inaction is not
                  remedied within fifteen (15) business days of written notice
                  from the Company;

         (ii)     Gross negligence in the performance of duties;

         (iii)    Conviction for committing an act of fraud, theft,
                  embezzlement, or any other act constituting a felony involving
                  moral turpitude.

8.0      REVISION HISTORY

         8.1      No prior revisions.

SIGNATURES

                                                                   EXHIBIT 10.53

                               MANAGEMENT CONTRACT

Between

    INGRAM MICRO A/S
    Datavej 58
    3450 Birkerod
    DENMARK

And
    Asger FALSTRUP
    Doktorvaenget 7
    2960 Rungsted Kyst
    DENMARK

DEFINITION

*        "Ingram Micro Holding Inc." is the sole shareholder of Ingram Micro
         A/S, with its registered office mentioned above, hereinafter called
         "Ingram Micro Holding Inc.".

*        Datateam Denmark AS (Ingram Micro Denmark AS) is part of Ingram Micro
         Holding Inc. for which a Managing Director will be appointed,
         hereinafter called "the Company".

ARTICLE 1 - POSITION AND SCOPE OF DUTIES

(1)      Asger FALSTRUP will be appointed by Ingram Micro Holding Inc. as
         Managing Director of the Company. In such capacity, he will be
         responsible for the management of the operations of the Company.

(2)      Asger FALSTRUP shall report to the Vice President of Northern European
         Operations for Ingram Micro Holdings Inc., or such other officer of
         such company as its board shall determine.

(3)      Asger FALSTRUP shall perform his duties as manager by observing the
         diligence of a prudent businessman in accordance with the provisions of
         this Management Contract, Ingram Micro Holding Inc.'s Articles of
         Association, the general and specific directives or instructions given
         by his supervisor, the chairman(men) of the board of Ingram Micro
         Holdings Inc. and in accordance with the law.

(4)      Asger FALSTRUP will be based at the Company's office in Denmark. If the
         location of the Company's headquarters changed so that Asger FALSTRUP
         is required or requested to move his residence, the Company will pay
         Asger FALSTRUP's reasonable relocation expenses.


                                       1

ARTICLE 2 - LIMITS ON AUTHORITY

Notwithstanding his position as Managing Director of the Company, Asger FALSTRUP
shall be required to follow the procedures set forth hereinbelow in connection
with the actions so specified:

(1)      No budgeted capital expenditure in excess of US $ 10,000 (DKK 61,250)
         or unbudgeted capital expenditure in excess of US $ 1,000 (DKK 6,125)
         may be authorized, except in accordance with the procedure set forth in
         the Ingram Micro Capital Expenditures Procedure dated April 15, 1992,
         as it may be amended from time to time.

(2)      No employee may be hired without receipt of the prior approval in
         accordance with the Ingram Micro Europe Procedure dated January 18,
         1993, as it may be amended from time to time, including submission and
         approval of the appropriate "Request for Personnel - Ingram Micro
         Europe" form. No employee with an annual total compensation level of US
         $75,000 (DKK 459,375) or more may be hired without the prior approval
         of either the Senior Vice President of European Operations or Chief
         Executive Officer of Ingram Micro Holdings Inc.

(3)      No salary adjustments may be made for any employee whose annual
         compensation is US $75,000 (DKK 459,375) or more or for any other
         employee which would cause the total salary of such employee to be
         raised in excess of seven percent within a 12-month period without the
         prior approval of the Senior Vice President of European Operations of
         Ingram Micro Holdings Inc. The Senior Vice President of European
         Operations of Ingram Micro Holdings Inc. must approve the aggregate
         amount awarded to all employees pursuant to the annual review for merit
         salary increases before such increases are announced.

(4)      No employees fringe benefit may be established without submission to
         the VP HR at the I.E.C.C. and the prior approval of the Senior Vice
         President of European Operations of Ingram Micro Holdings Inc. or, in
         the case of insurance or pension benefits, approval of the Vice
         President, Human Resources of both Ingram Micro Inc. and Ingram
         Industries Inc.

(5)      Ingram Micro Holding Inc.'s standard employment agreement and any
         modifications thereof must be approved by the Senior Vice President of
         European Operations of Ingram Micro Holdings Inc. and the Director of
         European Legal Affairs at the Ingram European Coordination Center.
         Ingram Micro Holding Inc. may not enter into non-standard employment
         agreements or any employment agreement involving a term of more than
         one year or a termination notice period of more than 90 days without
         the prior approval of the Senior Vice President of European Operations
         of Ingram Micro Holdings Inc. and the Director of European Legal
         Affairs at the Ingram European Coordination Center.

(6)      The Company may not enter into a new vendor agreement without the prior
         approval of either the Senior Vice Present of European Operations of
         Ingram Micro Holdings Inc. or the Director of European Legal Affairs at
         the Ingram European Coordination Center. The Company may not make an
         initial purchase order under a new vendor agreement in excess of US $
         25,000 (DKK 153,125) without the prior approval of the Senior Vice
         President of European Operations of Ingram Micro Holdings Inc.

(7)      No customer credit limit may be established except in accordance with
         the procedures of the Ingram Micro Inc. Credit Policy, as it may be
         modified from time to time.


                                       2

(8)      The Company may not establish payment terms involving a due date of
         more than 30 days from the date of invoice or an early pay discount of
         more than two percent without the prior approval of the Senior Vice
         President of European Operations of Ingram Micro Holdings Inc.

(9)      The Company may not enter into a lease with a term greater than one
         year or involving total budgeted payments in excess of US $ 10,000 (DKK
         61,250) or unbudgeted payments in excess of US $ 1,000 (DKK 6,125),
         except in compliance with the provisions of the Ingram Micro Capital
         Expenditure Procedure dated April 15, 1992, as it may be amended from
         time to time, and in accordance with the Contract Review Policy of
         Ingram Industries Inc.

(10)     The Company may not incur any indebtedness for borrowed money without
         the prior approval of the Chief Executive Officer of Ingram Micro
         Holdings Inc.

(11)     The Company may not execute or deliver any guarantees of indebtedness
         of third parties without the prior approval of the Vice President and
         Chief Financial Officer of Ingram Micro Holdings Inc.

(12)     The Company may not confess a judgment or settle any litigation brought
         by a third party against Ingram Micro Holding Inc. which involves the
         payment of money or incurrence of a liability without the prior
         approval of the Chief Executive Officer of Ingram Micro Holdings Inc.

(13)     The Company may not acquire any securities or assets of another
         business except in the ordinary course of business without the prior
         approval of the Chief Executive Officer of Ingram Micro Holdings Inc.

(14)     The Company may not sell any of its assets except in the ordinary
         course of business without the prior approval of the Chief Executive
         Officer of Ingram Micro Holdings Inc.

(15)     The Company may not merge, consolidate or enter into any share exchange
         with any other company without the prior approval of the Chief
         Executive Officer of Ingram Micro Holdings Inc.

(16)     No action may be taken by the Company to wind up its affairs or
         otherwise commence any proceedings under any liquidation, bankruptcy or
         insolvency laws without the without the approval of the Chief Executive
         Officer of Ingram Micro Holdings Inc.

(17)     The Company may not file any litigation against third parties except
         for actions to collect moneys owed to the Company within the ordinary
         course of business without the prior approval of the Chief Executive
         Officer of Ingram Micro Holdings Inc. and notification to the Senior
         Vice President of European Operations of Ingram Micro Holdings Inc. and
         the Director of European Legal Affairs at the Ingram European
         Coordination Center.

 (18)    The Company may not execute any confidentiality agreements involving
         inspection of third party data or Company data for purposes other than
         granting or receiving credit without the prior approval of the Senior
         Vice President of European Operations of Ingram Micro Holdings Inc. and
         the Director of European Legal Affairs at the Ingram European
         Coordination Center.

(19)     The Company may not execute any agreements prohibiting solicitation by
         Ingram Micro Holding Inc. or any affiliate of the Company of employees
         of third parties without the prior approval of the Senior Vice
         President of European Operations of Ingram Micro Holdings Inc. and the
         Director of European Legal Affairs at the Ingram European Coordination
         Center.




                                       3

(20)     The Company may not execute any agreements to acquire, sell or transfer
         intellectual property of any kind without the prior approval of the
         Senior Vice President of European Operations of Ingram Micro Holdings
         Inc. and the Director of European Legal Affairs at the Ingram European
         Coordination Center.

ARTICLE 3 - OTHER ACTIVITIES

(1)      Asger FALSTRUP shall devote his full working time and ability to the
         Company's business. Any other activity for remuneration and any
         activity which normally is entitled to remuneration, including any
         part-time work, is subject to the explicit prior written consent of
         Ingram Micro Holding Inc. Ingram Micro Holding Inc. may refuse to grant
         such consent without given reasons therefor.

(2)      Scientific and literary activity is permitted, provided that it does
         not adversely affect the working capacity of Asger FALSTRUP and does
         not give rise to the divulging of confidential information to the
         detriment of the Company.

ARTICLE 4 - REMUNERATION

(1)      Asger FALSTRUP shall be entitled to a gross monthly salary in the
         amount of 75,000 DKK payable in arrears. Asger FALSTRUP's salary shall
         be reviewed annually in December of each year.

(2)      Asger FALSTRUP will be eligible to earn a bonus for each calendar year
         of his appointment. His targeted bonus will be 35% of the earned
         management fee with the opportunity to exceed such an amount by up to
         25% (for a total potential bonus of 43.75% of his earned salary). The
         bonus will be based upon the criteria established from time to time
         pursuant to the Ingram Micro Executive Bonus Plan. The bonus will be
         paid at the times provided in the Ingram Micro Executive Bonus Plan.

(3)      By payment of the above mentioned remuneration, all activities which
         Asger FALSTRUP has to perform under this Management Contract shall be
         compensated.

ARTICLE 5 - OTHER BENEFITS

(1)      Travel expenses and other necessary out-of-pocket expenses incurred by
         Asger FALSTRUP in the furtherance of the Company's business shall be
         reimbursed to Asger FALSTRUP according to the guidelines of the
         Company, and within the framework of the principles applicable in
         Denmark for tax purposes.

(2)      The Company shall furnish Asger FALSTRUP with a Company car for
         business and personal use in accordance with the Company's guidelines.
         Initially, this car is expected to be a Audi 100 or equivalent. The
         value of the personal use per month as determined by the Danish tax
         regulations for the particular type of car shall constitute additional
         compensation to Asger FALSTRUP which will be subject to wage
         withholding tax.

(3)      In the event of Asger FALSTRUP's incapacity to fulfill his duties under
         this Management contract by reason of illness or similar factors during
         the term of this Management Contract, the Company will continue to pay
         his then base management fee and all other benefits for a period of up
         to six months from the date such incapacity commences.




                                       4

(4)      The Company shall continue to pay the cost of disability and life
         insurance as previously granted to Asger FALSTRUP by the predecessor
         company (Datateam).

ARTICLE 6 - INABILITY TO PERFORM DUTIES

In case Asger FALSTRUP shall be unable to perform such duties under this
Management contract, be it for health or other reasons, Asger FALSTRUP shall
inform the Company immediately. In case the inability to perform shall last for
a period longer than ten days, Asger FALSTRUP shall provide the Sr. VP European
Operations with an appropriate medical certificate.

ARTICLE 7 - VACATION

(1)      Asger FALSTRUP shall be entitled to 30 work days annual vacation,
         excluding Saturdays, and all legal holidays in Denmark, in accordance
         with Danish vacation act.

(2)      The time of vacation shall be determined in agreement with the VP
         Europe.

ARTICLE 8 - SECRECY

(1)      Asger FALSTRUP shall not disclose to any third party or use for his
         personal gain, any confidential information which has been entrusted to
         him, or which has otherwise become known to him and which relates to
         the Company or to any of its affiliated companies. In particular, no
         information may be disclosed concerning the organization of the
         business, the relations with customers and suppliers and the Company's
         know-how. This obligation shall not expire upon termination of this
         Management contract but shall remain in force.

(2)      Business records of any kind, including private notes concerning the
         affairs and activities of the Company and its affiliated companies,
         shall be carefully kept and shall be used only for business purposes.
         It is not permitted to make copies or extracts or duplicates of
         drawings, calculations, statistics and the like or of any other
         business records for purposes other than for the business of Ingram
         Micro Holding Inc. and its affiliated companies.

(3)      Upon termination of this contract, Asger FALSTRUP shall return of his
         own accord all business records and copies thereof which are in his
         possession. Asger FALSTRUP shall have no right of retention.

ARTICLE 9 - TERM OF MANAGEMENT CONTRACT AND NOTICE

(1)      The contract shall become effective as of January 1, 1995, and is not
         entered into for an indefinite period. However, the management contract
         shall end not later than the expiry of the month following attainment
         of the age of 65 by Asger FALSTRUP, without the need to give notice.

(2)      The contract may be terminated by either party when at least 8 months'
         prior written notice has been given.


                                       5

(3)      Upon termination of the Management contract by the Company, Asger
         FALSTRUP shall be entitled to 18 months of base salary severance
         payment.

(4)      Either party may terminate this Management contract with an important
         reason for immediate effect.

(5)      In case notice of termination of this Management contract has been
         given, Ingram Micro Holding Inc. is entitled to relieve Asger FALSTRUP
         of his duties to perform at any time. In such case, the Company shall
         continue to pay the contractual remuneration to Asger FALSTRUP.

(6)      Notice of termination must be given in writing.

ARTICLE 10 - FINAL PROVISIONS

(1)      This Management contract represents the entire agreement and
         understanding of the parties and supersedes any prior written agreement
         between parties.

(2)      Any amendments or additions to this Management contract shall be made
         in writing in order to be effective.

(3)      If one of the provisions of this Management contract is held to be
         invalid, the other provisions shall remain valid and the invalid
         provision shall be replaced by a valid one which shall have a similar
         economic effect.

(4)      In the event of disputes in connection with this Management contract,
         the place of jurisdiction shall be Denmark.

(5)      This Management contract shall be governed by and interpreted in
         accordance with the laws of Denmark.



Copenhagen, the 28 day of August, 1995


/s/ John Winkelhaus, II                         /s/ Asger Falstrup
- ---------------------------                     ---------------------------
For Ingram Micro                                Asger Falstrup

/s/ John Winkelhaus, II
- ---------------------------
For Ingram Micro Holding Inc.


Asger FALSTRUP declares that he received all policies and procedures as
mentioned in this contract.


                                       6

 

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EXHIBIT 14.01

THE INGRAM MICRO CODE OF CONDUCT

Our Ingram Micro value of Integrity states: “We employ the highest ethical standards, demonstrating honesty and fairness in every action that we take.” Just as important is our value of Accountability: “We take responsibility for our performance in all of our decisions and actions.” Building upon these values and upon long-standing company policies of legal and ethical compliance, the following Code of Conduct reaffirms the company’s commitment to the highest standards of legal and ethical conduct.

DOES THIS CODE APPLY TO ME?

This Code of Conduct applies to everyone at Ingram Micro, in every region—all members of the Board of Directors, officers appointed by the Board of Directors and associates.

WHAT ARE THE POLICIES AND PRINCIPLES?

Central to this Code is the principle that members of the Board of Directors (“directors”), officers and associates are expected to conform to the highest standards of legal and ethical conduct, including compliance with all the laws and regulations of the countries in which the company does business.

Abiding by this principle means that directors, officers and associates must comply with specific company policies regarding legal and ethical conduct. Those policies, which may be amended or supplemented from time-to-time, can be found on the Policies and Procedures section of the company intranet site, http://10.20.2.55/worldwidefinance.policiesandprocedures. Some of the key policies are summarized as follows:

	•		Anti-Boycott Laws. Ingram Micro complies with the U.S. Anti-Boycott Law and will not cooperate in any act that supports the boycott of Israel.
	•		Antitrust and Competition Laws. As part of its policy of fair and honest dealing with customers, suppliers and competitors, Ingram Micro complies with applicable antitrust or competition laws, including the prohibitions on fixing prices or margins with our competitors.
	•		Conflicts of Interest. Directors, officers and associates must avoid situations that they know, or should know, create actual or potential conflicts of interest and immediately disclose them to the company, following the procedures described in this Code. Furthermore, directors, officers and associates cannot use company property for personal gain nor take for themselves business opportunities that arise through the use of company property, information or position.
	•		Export Laws. Ingram Micro complies with the export control laws of the United States and all other countries in which it operates, including restrictions on transactions with parties on the Restricted Parties List and with certain designated countries.
	•		Financial Disclosures. Ingram Micro’s filings with the Securities and Exchange Commission as well as all other public communications about the financial condition of the company and the results of operations must represent full, fair, accurate, timely and understandable disclosure.
	•		Foreign Corrupt Practices. Directors, officers and associates cannot pay or offer to pay money or anything else of value to government officials, officials of public international organizations, political candidates or political parties for the purpose of obtaining or retaining business for Ingram Micro. Ingram Micro policy also prohibits the payment of bribes to commercial customers to obtain or retain their business.

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	•		Guidelines in Gathering Competitive Intelligence. Competitive intelligence will be gathered in accordance with applicable antitrust and competition laws and with company values. Direct exchanges of competitive intelligence with our competitors are prohibited.
	•		Guidelines on Trading in Securities. Directors, officers and associates cannot trade in Ingram Micro securities based on material, inside information nor advise others to do so. Furthermore, they cannot trade in the securities of other companies, nor advise others to do so, based on material, inside information gained about those companies in the course of their duties for Ingram Micro.
	•		Protection of Proprietary Information. Directors, officers and associates must safeguard Ingram Micro proprietary information, and third-party proprietary information entrusted to Ingram Micro, from loss, theft, unauthorized modification and unauthorized disclosure.
	•		Receipt of Gifts and Gratuities. Directors, officers and associates can accept from present or prospective suppliers, or offer to our customers, only gifts, gratuities, entertainment or other courtesies that are not excessive and are consistent with reasonable standards in the business community. Gifts of cash or cash equivalents are never permitted.
	•		Records Retention. Directors, officers and associates must retain documents in accordance with any records retention schedule adopted by Ingram Micro for that country.
	•		Theft and Loss Prevention. Directors, officers and associates must protect Ingram Micro’s assets against theft and loss and report any theft or loss to their supervisor, the security department or the human resources department.

WHAT ARE MY RESPONSIBILITIES?

All of us—directors, officers and associates—are responsible for complying with this Code and all company policies on legal and ethical conduct.

Just as important, all of us are responsible for immediately reporting any issue of legal and ethical compliance that we encounter, in accordance with the procedures discussed later in this Code. Do not hide problems, hoping that they might not be discovered—all issues must be brought to the light of day, immediately.

Also, all of us are responsible for raising questions about the Code and the policies, and seeking guidance, whether from a supervisor or, for example, the human resources department or the legal department. Ignorance is not an excuse for violating this Code.

The General Counsel has primary responsibility for enforcing the Code of Conduct and all company policies on legal and ethical conduct, as well as issuing guidance and explanatory materials, subject to supervision by the Audit Committee of the Board of Directors.

WHERE DO I REPORT VIOLATIONS, DISCLOSE ISSUES OR ASK QUESTIONS?

Associates suspecting violations of the Code of Conduct or company policies regarding legal and ethical conduct should immediately report them, and disclose any potential conflict of interest, to their supervisor, to the human resources department or to the General Counsel. Associates are encouraged, if they prefer anonymity in reporting violations, to utilize procedures developed for that purpose, a list of which can be found on the legal department’s intranet site, http://10.20.2.55/legal/default.htm.

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All officers suspecting violations of the Code of Conduct or company policies on legal and ethical conduct must immediately report them, and disclose any potential conflicts of interest, to the General Counsel. Furthermore, the Chief Executive Officer and the principal financial officers (meaning the Chief Financial Officer, the Corporate Controller and all other officers and associates so designated by the General Counsel) must immediately disclose to the General Counsel any material transaction that could reasonably be expected to give rise to a conflict of interest. The General Counsel must in turn notify the Audit Committee of any such disclosure. Conflicts of interest and other issues of legal and ethical compliance involving the General Counsel must be disclosed to the Audit Committee.

All directors suspecting violations of the Code of Conduct or company policies on legal and ethical conduct must immediately report them, and disclose any potential conflicts of interest, to the General Counsel, who shall in turn notify the Audit Committee.

Any associate with questions about the interpretation of this Code or its application to a particular situation is encouraged to contact the human resources or legal departments for further assistance; officers and directors should direct their questions to the General Counsel.

HOW CAN THIS CODE BE AMENDED OR WAIVED?

The Board of Directors must approve any amendments to this Code of Conduct. Any amendments affecting the Chief Executive Officer and the principal financial officers will be promptly disclosed to the company’s shareowners. Company policies on legal and ethical compliance implementing this Code can be amended, or additional policies adopted, only in accordance with procedures established by the General Counsel.

The Board of Directors must approve any waiver of the Code of Conduct or company policies on legal and ethical conduct for directors and officers. Any waiver affecting the Chief Executive Officer or the principal financial officers will be promptly disclosed to the company’s shareowners. The General Counsel must approve any waiver of the Code of Conduct or company policies on legal and ethical conduct for associates and report any such waiver to the Audit Committee at its next meeting.

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Exhibit 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-23821, 333-23823, 333-23825, 333-23827, 333-43447, 333-52807, 333-52809, 333-39780 and 333-105711) of Ingram Micro Inc. of our report dated March 11, 2004 relating to the financial statements, which appears in the Annual Report to Shareowners which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated March 11, 2004 relating to the financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Los Angeles, California
March 16, 2004

 

Exhibit 23.02

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-39457 and 333-93783) of Ingram Micro Inc. of our report dated March 11, 2004 relating to the financial statements, which appears in the Annual Report to Shareowners, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated March 11, 2004 relating to the financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Los Angeles, California
March 16, 2004

 

Exhibit 31.1

Certification by Principal Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Kent B. Foster, certify that:

1.		I have reviewed this annual report on Form 10-K of Ingram Micro Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2004

/s/ Kent B. Foster

Name:    Kent B. Foster

Title:      Chairman and Chief Executive Officer

(Principal Executive Officer)

 

Exhibit 31.2

Certification by Principal Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Thomas A. Madden, certify that:

1.		I have reviewed this annual report on Form 10-K of Ingram Micro Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2004

/s/ Thomas A. Madden

Name:    Thomas A. Madden

Title:      Executive Vice President and Chief Financial Officer               (Principal Financial Officer)

 

Exhibit 32.1

Certification by Principal Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

The certification below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.

In my capacity as chief executive officer of Ingram Micro Inc., I hereby certify that, to the best of my knowledge, Ingram Micro Inc.’s annual report on Form 10-K for the fiscal year ended January 3, 2004 as filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Ingram Micro Inc.

/s/ Kent B. Foster

Name:    Kent B. Foster

Title:      Chairman and Chief Executive Officer

Dated: March 18, 2004

 

Exhibit 32.2

Certification by Principal Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

The certification below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.

In my capacity as chief financial officer of Ingram Micro Inc., I hereby certify that, to the best of my knowledge, Ingram Micro Inc.’s annual report on Form 10-K for the fiscal year ended January 3, 2004 as filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Ingram Micro Inc.

/s/ Thomas A. Madden

Name:    Thomas A. Madden

Title:      Executive Vice President and Chief Financial Officer

Dated: March 18, 2004

 

EXHIBIT 99.01

CAUTIONARY STATEMENTS FOR PURPOSES OF THE
“SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

     The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for “forward-looking statements” to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Ingram Micro desires to take advantage of the safe harbor provisions of the Act.

     Our Annual Report on Form 10-K for the year ended January 3, 2004 to which this exhibit is appended, our quarterly reports on Form 10-Q, our current reports on Form 8-K, periodic press releases, as well as other public documents and statements, may contain forward-looking statements within the meaning of the Act, including, but not limited to, management’s expectations for process improvement; competition; revenues, expenses and other operating results or ratios; economic conditions; liquidity; capital requirements; and exchange rate fluctuations. Forward-looking statements also include any statement that may predict, forecast, indicate or imply future results, performance, or achievements. Forward-looking statements can be identified by the use of terminology such as “believe,” “anticipate,” “expect,” “estimate,” “may,” “will,” “should,” “project,” “continue,” “plans,” “aims,” “intends,” “likely,” or other similar words or phrases.

     We disclaim any duty to update any forward-looking statements.

     In addition, our representatives participate from time to time in:

	•		speeches and calls with market analysts,
	•		conferences, meetings and calls with investors and potential investors in our securities, and
	•		other meetings and conferences.

Some of the information presented in these calls, meetings and conferences may be forward-looking within the meaning of the Act.

     Our actual results could differ materially from those projected in forward-looking statements made by or on behalf of Ingram Micro. In this regard, from time to time, we have failed to meet consensus analyst earnings estimates. In future quarters, our operating results may be below the expectations of public market analysts or investors. The following factors (in addition to other possible factors not listed) could affect our actual results and cause these results to differ materially from those expressed in forward-looking statements made by us or on our behalf. Because of our narrow gross margins, the impact of the risk factors stated below may magnify the impact on our operating results and financial condition.

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     We are subject to intense competition globally.

     We operate in a highly competitive environment globally. The intense competition that characterizes the IT products and services distribution industry is based primarily on:

	•		breadth, availability and quality of product lines and services;
	•		price;
	•		terms and conditions of sale;
	•		credit terms and availability;
	•		speed and accuracy of delivery;
	•		ability to tailor specific solutions to customer needs;
	•		effectiveness of sales and marketing programs; and
	•		availability of technical and product information.

     Our competitors include regional, national, and international distributors, as well as suppliers that employ a direct-sales model. As a result of intense price competition in the IT products and services distribution industry, our gross margins have historically been narrow and we expect them to continue to be narrow in the future. In addition, when there is overcapacity in our industry, as is currently the case, our competitors may reduce their prices in response to this overcapacity.

     A significant percentage of our net sales relates to products sold to us by relatively few suppliers or publishers. We generated approximately 40%, 41% and 44% of our net sales in fiscal 2003, 2002 and 2001, respectively, from products purchased from our top three vendors. Hewlett-Packard Company, or HP, and Compaq Computer Company, which was acquired by HP in 2002, were treated for this purpose as a single combined company and represents more than 10% of our net sales in each of the last three years. HP has communicated its intent to increase the level of business it transacts directly with end-users and/or resellers in certain product categories, customer segments, and/or geographies. As a result, our net sales have been and could be further negatively affected.

     We offer no assurance that we will not lose market share, or that we will not be forced in the future to reduce our prices in response to the actions of our competitors and thereby experience a further reduction in our gross margins. Furthermore, to remain competitive we may be forced to offer more credit or extended payment terms to our customers. This could increase our required capital, financing costs, and the amount of our bad debt expenses.

     We have initiated and continue to initiate other business activities and may face competition from companies with more experience and/or new entries in those new markets. For example, there has been an accelerated movement among transportation and logistics companies to provide fulfillment and e-commerce supply chain services. Within this arena, we face competition from major transportation and logistics suppliers such as Exel, Menlo, and UPS Supply Chain Services; electronic manufacturing services providers such as Solectron and Flextronics; and media companies such as Technicolor. As we enter new business areas, we may also encounter increased competition from current competitors and/or

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from new competitors, some of which may be our current customers or suppliers, which may negatively impact our sales or profitability.

	Terminations of a supply or services agreement or a significant change in supplier terms or conditions of sale could negatively affect our operating margins, revenue or the level of capital required to fund our operations.

     A significant percentage of our net sales relates to products sold to us by relatively few suppliers or publishers. As a result of such concentration risk, terminations of supply or services agreements or a significant change in the terms or conditions of sale from one or more of our partners could negatively affect our operating margins, revenues or the level of capital required to fund our operations.

     Our suppliers have the ability to make, and in the past have made, rapid and significantly adverse changes in their sales terms and conditions, such as reducing the amount of price protection and return rights as well as reducing the level of purchase discounts and rebates they make available to us. In most cases, we have no guaranteed price or delivery agreements with suppliers. In certain product categories, such as systems, limited price protection or return rights offered by suppliers may have a bearing on the amount of product we may be willing to stock. We expect restrictive supplier terms and conditions to continue in the foreseeable future. Our inability to pass through to our reseller customers the impact of these changes, as well as our failure to develop systems to manage ongoing supplier pass-through programs, could cause us to record inventory write-downs or other losses and could have a material negative impact on our gross margins.

     We receive purchase discounts and rebates from suppliers based on various factors, including sales or purchase volume and breadth of customers. These purchase discounts and rebates may affect gross margins. Many purchase discounts from suppliers are based on percentage increases in sales of products. Due to the current size of our net sales base, it may become more difficult for us to achieve the percentage growth in sales required to maintain our current level of rebates or discounts. This is particularly true in an environment of declining demand for IT products and services. Our operating results could be negatively impacted if these rebates or discounts are reduced or eliminated.

     Our ability to obtain particular products or product lines in the required quantities and to fulfill customer orders on a timely basis is critical to our success. The IT industry experiences significant product supply shortages and customer order backlogs from time to time due to the inability of certain suppliers to supply certain products on a timely basis. As a result, we have experienced, and may in the future continue to experience, short-term shortages of specific products. In addition, suppliers who currently distribute their products through us may decide to distribute, or to substantially increase their existing distribution, through other distributors, their own dealer networks, or directly to resellers or end-users. In addition, in the case of software, alternative means of distribution, such as site licenses and electronic distribution, are emerging. If suppliers are not able to provide us with an adequate supply of products to fulfill our customer orders on a timely basis or we cannot otherwise obtain particular products or a product line or suppliers substantially increase their existing distribution through other distributors, their own dealer networks, or directly to resellers, our reputation, sales and profitability may suffer.

	We may not be able to adequately adjust our cost structure in a timely fashion in response to a decrease in demand, which may cause our profitability to suffer.

     We seek to continually institute more effective operational and expense controls to reduce selling, general and administrative, or SG&A, expenses as a percentage of net sales. However, a significant portion of our SG&A expense is comprised of personnel, facilities and costs of invested capital. Historically, we have monitored and controlled the growth in operating costs in relation to overall net sales growth and continue to pursue and implement process and organizational changes to provide

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sustainable operating efficiencies. However, in the event of a significant downturn in net sales, as is currently the case, we may not be able to exit facilities, reduce personnel, or improve business processes, or make other significant changes to our cost structure without significant disruption to our operations or without significant termination and exit costs. Additionally, management may not be able to implement such actions, if at all, in a timely manner to offset a shortfall in net sales and gross profit. As a result, our profitability may suffer.

	We are dependent on a variety of information systems and a failure of these systems could disrupt our business and harm our reputation and net sales.

     We depend on a variety of information systems for our operations, particularly our centralized IMpulse information processing system, which supports more than 40 operational functions, including:

	•		inventory management;
	•		order processing;
	•		shipping;
	•		receiving; and
	•		accounting.

     At the core of IMpulse is on-line, real-time distribution software, which supports basic order entry and processing and customers’ shipments and returns. Although we have not in the past experienced material system-wide failures or downtime of IMpulse or any of our other information systems, we have experienced failures in IMpulse in certain specific geographies. Failures or significant downtime for IMpulse could prevent us from taking customer orders, printing product pick-lists, and/or shipping product. It could also prevent customers from accessing our price and product availability information. From time to time we may acquire other businesses having information systems and records, which may be converted and integrated into IMpulse or other Ingram Micro information systems. This can be a lengthy and expensive process that results in a material diversion of resources from other operations. In addition, because IMpulse is comprised of a number of legacy, internally developed applications, it can be harder to upgrade, and may not be adaptable to commercially available software. Particularly as our needs or technology in general evolve, we may experience greater than acceptable difficulty or cost in upgrading IMpulse, or we may be required to replace IMpulse entirely.

     We have also outsourced a significant portion of our IT infrastructure to a third-party provider, Affiliated Computer Services, Inc. (“ACS”). ACS has and will continue to provide equipment and service to support certain of our IT infrastructure located in North America, such as mainframe, major server, desktop and enterprise storage operations; wide area and local area network support and engineering; systems management services; internal associate help desk services; and worldwide voice/PBX. We maintained responsibility for our company’s IT strategy and architecture, worldwide application development, quality assurance, and customer and partner programs internally. The transition of these services to ACS has been significantly completed; however, additional areas of these outsourced services still require completion. If the remaining transition to ACS of our IT infrastructure is not completed effectively or in a timely manner, it could result in significant disruption to our operations or significant additional cost.

     We also rely on the Internet for a significant percentage of our orders and information exchanges with our customers. The Internet and individual websites have experienced a number of disruptions and slowdowns, some of which were caused by organized attacks. In addition, some websites have

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experienced security breakdowns. To date, our website has not experienced any material breakdowns, disruptions or breaches in security; however, we cannot assure that this will not occur in the future. If we were to experience a security breakdown, disruption or breach that compromised sensitive information, this could harm our relationship with our customers or suppliers. Disruption of our website or the Internet in general could impair our order processing or more generally prevent our customers and suppliers from accessing information. This could cause us to lose business.

     We believe that customer information systems and product ordering and delivery systems, including Internet-based systems, are becoming increasingly important in the distribution of technology products and services. As a result, we are continually enhancing our customer information systems by adding new features, including on-line ordering through the Internet. However, we offer no assurance that competitors will not develop superior customer information systems or that we will be able to meet evolving market requirements by upgrading our current systems at a reasonable cost, or at all. Our inability to develop competitive customer information systems or upgrade our current systems could cause our business and market share to suffer.

	If a downturn in economic conditions continues for a long period of time or worsens, it will likely have an adverse impact on our business.

     The IT industry in general, and the IT products and services distribution industry in particular, have experienced a severe downturn in demand for fiscal 2000 through most of fiscal 2003. This downturn resulted in a decline in our net sales and gross profit and impacted financial results of many of our customers and vendors. If a downturn continues or worsens we may experience significant operating losses, elevated levels of obsolete inventory, and larger bad debt losses.

	We have significant credit exposure to our reseller customers and negative trends in their businesses could cause us significant credit loss.

     As is customary in many industries, we extend credit to our reseller customers for a significant portion of our net sales. Resellers have a period of time, generally 30 to 60 days after date of invoice, to make payment. We are subject to the risk that our reseller customers will not pay for the products they have purchased. The risk that we may be unable to collect on receivables may increase if our reseller customers experience decreases in demand for their products and services or otherwise become less stable, due to adverse economic conditions. If there is a substantial deterioration in the collectibility of our receivables or if we cannot obtain credit insurance at reasonable rates or are unable to collect under existing credit insurance policies, our earnings, cash flows and our ability to utilize receivable-based financing could deteriorate.

	We are subject to the risk that our inventory values may decline and protective terms under supplier agreements may not adequately cover the decline in values.

     The IT products industry is subject to rapid technological change, new and enhanced product specification requirements, and evolving industry standards. These changes may cause inventory in stock to decline substantially in value or to become obsolete. It is the policy of many suppliers of IT products to offer distributors like us, who purchase directly from them, limited protection from the loss in value of inventory due to technological change or such suppliers’ price reductions. For example, we can receive a credit from some suppliers for products, based upon the terms and conditions with those suppliers, in the event of a supplier price reduction. In addition, we have a limited right to return to some suppliers a certain percentage of purchases. These policies are often not embodied in written agreements and are subject to the discretion of the suppliers. As a result, these policies do not protect us in all cases from declines in inventory value. We offer no assurance that our price protection will continue, that unforeseen

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new product developments will not materially adversely affect us, or that we will successfully manage our existing and future inventories.

     During an economic downturn, it is possible that prices will decline due to an oversupply of product, and therefore, there may be greater risk of declines in inventory value. If major suppliers decrease the availability of price protection to us, such a change in policy could lower our gross margins on products we sell or cause us to record inventory write-downs. We expect the restrictive supplier terms and conditions to continue for the foreseeable future. We are also exposed to inventory risk to the extent that supplier protections are not available on all products or quantities and are subject to time restrictions. In addition, suppliers may become insolvent and unable to fulfill their protection obligations to us.

     We may not achieve the objectives of our process improvement efforts.

     Our continued pursuit and implementation of process improvements and organization changes to create cost reductions or improve margins across all regions, subject our business to a number of risks and difficulties which may adversely impact the benefits of such actions and negatively impact our operating results, including:

	•		diversion of management’s attention to restructuring operations and personnel from daily operations;
	•		the inability to manage and retain key personnel and customers;
	•		the inability to realize cost savings due to existing systems and/or operational structures in our different geographic markets, and in our supplier and customer organizations;
	•		significant costs, including severance costs, lease and contract termination costs, or other exit costs; and
	•		other potential adverse short-term effects on our operating results.

	Future terrorist or military actions could result in disruption to our operations or loss of assets, in certain markets or globally.

     Future terrorist or military actions, in the U.S. or abroad, could result in destruction or seizure of assets or suspension or disruption of our operations. Additionally, such actions could affect the operations of our suppliers or customers, resulting in loss of access to products, potential losses on supplier programs, loss of business, higher losses on receivables or inventory, and/or other disruptions in our business, which could negatively affect our operating results. We do not carry broad insurance covering such terrorist or military actions, and even if we were to seek such coverage, the cost would likely be prohibitive.

	We are dependent on key individuals in our company, and our ability to retain our personnel.

     Because of the nature of our business, which includes (but is not limited to) high volume of transactions, business complexity, wide geographical coverage, and broad scope of products, suppliers, and customers, we are dependent in large part on our ability to retain the services of our key management, sales, IT, operational, and finance personnel. Our continued success is also dependent upon our ability to retain and recruit other qualified employees, including highly skilled technical, managerial, and marketing personnel, to meet our needs. Competition for qualified personnel is intense. In addition, we have recently reduced our personnel in various geographies and functions through our restructuring activities. These reductions could negatively impact our relationships with our workforce, or make hiring other employees more difficult. We may not be successful in attracting and retaining the personnel we require,

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which could have a material adverse effect on our business. Additionally, changes in workforce, including government regulations, collective bargaining agreements or the availability of qualified personnel could disrupt operations or increase our operating cost structure.

	Because of the capital-intensive nature of our business, we need continued access to capital. Changes in our credit rating, or other market factors may increase our interest expense or other costs of capital, or capital may not be available to us on acceptable terms to fund our working capital needs.

     Our business requires significant levels of capital to finance accounts receivable and product inventory that is not financed by trade creditors. This is especially true when our business is expanding, including through acquisitions, but we still have substantial demand for capital even during periods of stagnant or declining net sales. In order to continue operating our business, we will continue to need access to capital, including debt financing. In addition, changes in payment terms with either suppliers or customers could increase our capital requirements. The capital we require may not be available on terms acceptable to us, or at all. Changes in our credit ratings, as well as macroeconomic factors such as fluctuations in interest rates or a general economic downturn, may restrict our ability to raise the necessary capital in adequate amounts or on terms acceptable to us, and the failure to do so could harm our ability to operate or expand our business.

     Our international operations impose risks upon our business, such as exchange rate fluctuations.

     We operate, through our subsidiaries, in a number of countries outside the United States, and we expect our international net sales to increase as a percentage of total net sales in the future. Our international net sales and operating costs are primarily denominated in currencies other than the U.S. dollar. Accordingly, our international operations impose risks upon our business as a result of exchange rate fluctuations. We have operations in countries which may have a greater risk of exchange rate fluctuations. Exchange rate fluctuations may cause our international revenues or costs to fluctuate significantly when reflected in U.S. dollar terms. In some countries outside the United States, operations are accounted for primarily on a U.S. dollar-denominated basis. In the event of an unexpected devaluation of the local currency in those countries (as occurred in Argentina in early 2002), or in countries that transact business in multiple currencies, we may experience significant foreign exchange losses. In addition, our operations may be significantly adversely affected as a result of the general economic impact of the devaluation of the local currency.

     Our international operations are subject to other risks such as:

	•		the imposition of governmental controls in jurisdictions in which we operate;
	•		export license requirements;
	•		restrictions on the export of certain technology to certain jurisdictions;
	•		political instability in jurisdictions in which we operate;
	•		trade restrictions in jurisdictions in which we operate;
	•		tariff changes in jurisdictions in which we operate;
	•		difficulties in staffing and managing our international operations;
	•		difficulties in collecting accounts receivable and longer collection periods; and

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•

the impact of local economic conditions and practices on our business.

	Failure to attract new sources of business from expansion of products or services or entry into new markets could negatively impact our future operating results.

     The IT industry is subject to rapid technological change, new and enhanced product specification requirements, and evolving industry standards. We continue to look for new markets for products and services to keep up with changes in demand and to respond to competition and other changes in the distribution industry. Failure to successfully attract new sources of business could result in loss of revenue in the future and negatively impact our operating results.

	Rapid changes in the operating environment for IT distributors have placed significant strain on our business, and we offer no assurance that our ability to successfully manage future adverse industry trends.

     Dynamic changes in the industry have resulted in new and increased responsibilities for management personnel and have placed and continue to place a significant strain upon our management, operating and financial systems, and other resources. This strain may result in disruptions to our business and decreased revenues and profitability. In addition, we may not be able to attract or retain sufficient personnel to manage our operations through such dynamic changes. Even with sufficient personnel we cannot assure our ability to successfully manage future adverse industry trends. Also crucial to our success in managing our operations will be our ability to achieve additional economies of scale. Our failure to achieve these additional economies of scale could harm our profitability.

     Integration of our acquired businesses and similar transactions involve various risks and difficulties.

     We have in the past pursued, and may pursue, from time to time, acquisitions, joint ventures, and other strategic relationships to complement or expand our existing business, which may adversely impact the benefits of such efforts and our business generally, including:

	•		diversion of management’s attention to the integration of the operations and personnel of the acquired companies;
	•		the inability to manage and retain key personnel and customers;
	•		the inability to convert the acquired companies’ management information systems to ours;
	•		potential adverse short-term effects on our operating results;
	•		the possibility that we could incur or acquire substantial debt in connection with the acquisitions;
	•		the logistical difficulties inherent in expanding into new geographic markets and business areas;
	•		the difficulty inherent in understanding local business practices;
	•		asset impairment charges resulting from acquired intangible assets; and
	•		the need to present a unified corporate image.

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	We recorded a significant non-cash charge in the first quarter of 2002 for the cumulative effect of adoption of a new accounting standard, and future periodic assessments under this or other new accounting standards may result in additional non-cash charges.

     In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”), we no longer amortize goodwill or indefinite-lived intangible assets effective the beginning of fiscal 2002. Instead, these assets were reviewed for impairment upon adoption and will be reviewed for impairment at least annually. Impairment is based on the valuation of individual reporting units. The valuation methods used include estimated net present value of projected future cash flows of these reporting units. As a result of the implementation of FAS 142, we recorded a non-cash charge for the cumulative effect of the change in accounting principle upon adoption of $280.9 million, net of taxes, in the first quarter of 2002.

     Significant changes in the use of our assets, negative industry or economic trends, significant under-performance relative to historical or projected future operating results, changes in market discount rates, or a substantial decline in our stock price could result in a substantial decline in the value of our goodwill, intangible assets or other long-lived assets, which could require us to record additional impairment charges in the future.

	Our quarterly results have fluctuated significantly in the past and will likely continue to do so, which may cause the market price of our securities to fluctuate.

     Our quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of:

	•		seasonal variations in the demand for our products and services such as lower demand in Europe during the summer months and worldwide pre-holiday stocking in the retail channel during the September-to-December period;
	•		competitive conditions in our industry, which may impact the prices charged and terms and conditions imposed by our suppliers and/or competitors and the prices we charge our customers, which in turn may negatively impact our revenues and/or gross margins;
	•		currency fluctuations in countries in which we operate;
	•		variations in our levels of excess inventory and doubtful accounts, and changes in the terms of vendor-sponsored programs such as price protection and return rights;
	•		changes in the level of our operating expenses;
	•		the impact of acquisitions we may make;
	•		the impact of and possible disruption caused by reorganization efforts, as well as the related expenses and/or charges;
	•		the loss or consolidation of one or more of our major suppliers or customers;
	•		product supply constraints;
	•		interest rate fluctuations, which may increase our borrowing costs and may influence the willingness of customers and end-users to purchase products and services; and
	•		general economic or geopolitical conditions.

     Given the general slowdown in the global economy, and specifically the sluggish demand for IT products and services in recent periods, these historical variations may not be indicative of future trends in the near term. Our narrow operating margins may magnify the impact of the foregoing factors on our operating results. We believe that you should not rely on period-to-period comparisons of our operating

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results as an indication of future performance. In addition, the results of any quarterly period are not indicative of results to be expected for a full fiscal year.

     We are dependent on third-party shipping companies for the delivery of our products.

     We rely almost entirely on arrangements with third-party shipping companies for the delivery of our products. The termination of our arrangements with one or more of these third-party shipping companies, or the failure or inability of one or more of these third-party shipping companies to deliver products from suppliers to us or products from us to our reseller customers or their end-user customers, could disrupt our business and harm our reputation and net sales.

* * * * * * * * * *

     We operate our global business in a continually changing environment that involves numerous risks and uncertainties. It is not reasonable for us to itemize all of the factors that could affect us and/or the information technology products and services distribution industry as a whole. Future events that may not have been anticipated or discussed here could adversely affect our business, financial condition, results of operations or cash flows.

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