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                                                                     EXHIBIT 4.1

                              AMENDED AND RESTATED

                                    BYLAWS OF

                                INGRAM MICRO INC.

                             (AS OF MARCH 23, 2004)
                                    * * * * *

                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

         SECTION 3. BOOKS. The books of the Corporation may be kept within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. TIME AND PLACE OF MEETINGS. All meetings of stockholders
shall be held at such place, either within or without the State of Delaware, on
such date and at such time as may be determined from time to time by the Board
of Directors (or the chief executive officer in the absence of a designation by
the Board of Directors).

         SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be
held to elect the Board of Directors and transact such other business as may
properly be brought before the meeting.

         SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be
called by the Board of Directors or the chairman of the Board of Directors and
shall be called by the secretary at the request in writing of stockholders
having at least ten percent of the outstanding voting power of the Corporation.
Such request shall state the purpose or purposes of the proposed meeting.

         SECTION 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS; WAIVERS OF
NOTICE. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice



of the meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended ("DELAWARE LAW"), such notice shall be given not less than 10 nor more
than 60 days before the date of the meeting to each stockholder of record
entitled to vote at such meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice. Unless these
Bylaws otherwise require, when a meeting is adjourned to another time or place
(whether or not a quorum is present), notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken; provided that if the adjournment is for more than 30 days,
or after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting.

         (b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         SECTION 5. QUORUM. Unless otherwise provided under the certificate of
incorporation or these Bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the votes entitled to be
cast by the stockholders entitled to vote generally, shall constitute a quorum
for the transaction of business at any meeting of the stockholders; provided
that in the case of any vote to be taken by classes, the holders of a majority
of the votes entitled to be cast by the stockholders of a particular class shall
constitute a quorum for the transaction of business by such class.

         SECTION 6. VOTING. (a) Unless otherwise provided by Delaware Law or by
the certificate of incorporation, each stockholder of record of any class or
series of capital stock of the Corporation shall be entitled to such number of
votes for each share of such stock as may be fixed in the certificate of
incorporation or in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such stock.

         (b) Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to a corporate action in writing without a meeting
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.

         (c) Unless otherwise provided by Delaware Law, the certificate of
incorporation or these Bylaws, the affirmative vote of shares of capital stock
of the Corporation representing a majority of the outstanding voting power of
the Corporation present, in person or by proxy, at a meeting of stockholders and
entitled to vote on the subject matter shall be the act of the stockholders.

                                       2



         SECTION 7. ACTION BY CONSENT. (a) Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any special
meeting of stockholders, or any action which may be taken at any special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding capital stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

         (b) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered to the Corporation in the manner required by
this Section 7 of Article II and Delaware Law, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

         SECTION 8. ORGANIZATION. At each meeting of stockholders, the chairman
of the Board of Directors, if one shall have been elected (or in his absence or
if one shall not have been elected, the chief executive officer), shall act as
chairman of the meeting. The secretary (or in his absence or inability to act,
the person whom the chairman of the meeting shall appoint secretary of the
meeting) shall act as secretary of the meeting and keep the minutes thereof.

         SECTION 9. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. GENERAL POWERS. Except as otherwise provided in Delaware Law
or the certificate of incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. Each
member of the Board of Directors, and all committees of the Board of Directors,
shall have at all times full access to the books and records of the Corporation
and all minutes of stockholder, Board of Directors and committee meetings,
proceedings and actions. Each member of the Board of Directors shall have the
right to add items to any agenda for a meeting of the Board of Directors.

                                       3



         SECTION 2. NUMBER, ELECTION AND TERM OF OFFICE. The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution of the Board of Directors but shall in no event be less than
eight nor more than ten. At a time when eight directors comprise the Board of
Directors, the Board of Directors may be expanded up to ten members, in
accordance with Delaware Law and the certificate of incorporation, by the
affirmative vote of a majority of the eight or nine directors, as the case may
be. Such ninth and tenth directors shall be Independent, as provided in Section
3(a)(iii) of this Article III and shall be nominated by a majority of the
Nominating Committee. After the initial qualification and election of such ninth
and tenth directors as set forth in this Section 2 of Article III, any vacancy
created by the death, disability, resignation or removal of such director shall
be filled pursuant to Section 13 of this Article III. Except as provided in this
Section 2 or Section 13 of this Article III, directors shall be elected at
annual meetings of the stockholders in accordance with the schedule set forth in
Article Eighth(c) of the Corporation's certificate of incorporation and in
accordance with Delaware Law, and each director so elected shall hold office for
a term as set forth in Article Eighth(c) of the Corporation's certificate of
incorporate.

         SECTION 3. QUALIFICATIONS. (a) Directors shall possess the following
qualifications: (i) three individuals who are designated by the Family
Stockholders, as hereinafter defined, and who need not be Independent, as
hereinafter defined, and may be Family Stockholders (the "FAMILY DIRECTORS");
(ii) one individual who is designated by the chief executive officer of the
Corporation, who need not be Independent and who may be the chief executive
officer of the Corporation (the "MANAGEMENT DIRECTOR"); and (iii) four (in the
case of a Board of Directors consisting of eight directors), five (in the case
of a Board of Directors consisting of nine directors) or six (in the case of a
Board of Directors consisting of ten directors) individuals, as the case may be
from time to time, who shall be Independent (the "INDEPENDENT DIRECTORS").
Directors need not be stockholders.

         (b)(i) As used in these Bylaws, "INDEPENDENT" means an individual other
than an executive officer or other employee of the Corporation or Martha R.
Ingram, her descendants (including adopted persons and their descendants) and
their respective spouses.

           (ii) As used in these Bylaws, FROM AND AFTER THE DATE OF THESE
BYLAWS, "FAMILY STOCKHOLDERS" means the following and all of their Permitted
Transferees (as hereinafter defined):

      -  QTIP Marital Trust created under the E. Bronson Ingram Revocable Trust
         Agreement dated January 4, 1995

      -  Martha R. Ingram

      -  Orrin H. Ingram, II

      -  John R. Ingram

      -  E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust

      -  E. Bronson Ingram 1994 Charitable Lead Annuity Trust

      -  Martha and Bronson Ingram Foundation

                                       4



      -  Trust for Orrin Henry Ingram, II, under Agreement with Hortense B.
         Ingram dated December 22, 1975

      -  The Orrin H. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of Orrin H. Ingram established by Martha R.
         Rivers under Agreement of Trust originally dated April 30, 1982, as
         amended

      -  Orrin and Sara Ingram Family 1997 Generation Skipping Trust

      -  Trust for John Rivers Ingram, under Agreement with Hortense B. Ingram
         dated December 22, 1975

      -  The John R. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of John R. Ingram established by Martha R. Rivers
         under Agreement of Trust originally dated April 30, 1982, as amended

      -  The John and Stephanie Ingram Family 1996 Generation Skipping Trust

      -  The John Rivers Ingram Annuity Trust 2000

      -  The John Rivers Ingram Annuity Trust 2001

         (iii) As used in these Bylaws, from and after the date of these Bylaws,
"PERMITTED TRANSFEREE" means, with respect to any Family Stockholder, including
any Approving Family Stockholder, as hereinafter defined, any of the other
Family Stockholders or any of their respective spouses, descendants (including
adopted persons and their descendants), estates, affiliates or any trust or
other entities for the benefit of any of the foregoing persons, and
beneficiaries of the QTIP Marital Trust created under the E. Bronson Ingram
Revocable Trust Agreement dated January 4, 1995 upon the death of Martha R.
Ingram, whether the transfer occurs voluntarily during life or at death, whether
by appointment, will or intestate descent or distribution; provided that any
individual or entity that has been removed as a Family Stockholder pursuant to
any amendment to that certain Board Representation Agreement between the
Corporation and certain other persons signatory thereto dated November 6, 1996,
as amended from time to time (the "Board Representation Agreement"), shall not
be deemed a Permitted Transferee. Without limiting the generality of the
foregoing, transfers from the QTIP Marital Trust created under the E. Bronson
Ingram Revocable Trust Agreement dated January 4, 1995 to the Martha and Bronson
Ingram Foundation shall be deemed to be transfers to a Permitted Transferee.

         SECTION 4. QUORUM AND MANNER OF ACTING. (a) Unless the certificate of
incorporation or these Bylaws require a greater number, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of business,
and the affirmative vote of a majority of the entire Board of Directors shall be
the act of the Board of Directors.

         (b) When a meeting is adjourned to another time or place (whether or
not a quorum is present), notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, the Board of Directors may transact any
business which might have been transacted at the original

                                       5



meeting. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting, from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         SECTION 5. TIME AND PLACE OF MEETINGS. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as may be determined from time to time by the Board of
Directors (or the chief executive officer in the absence of a determination by
the Board of Directors).

         SECTION 6. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders and,
if practicable, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such place either within or without the State of Delaware, on such
date and at such time as shall be specified in a notice thereof given as
hereinafter provided in Section 8 of this Article III or in a waiver of notice
thereof signed by any director who chooses to waive the requirement of notice.

         SECTION 7. REGULAR MEETINGS. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given.

         SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the chief executive officer and shall be called by the
secretary on the written request of three directors. Notice of special meetings
of the Board of Directors shall be given to each director at least three days
before the date of the meeting in such manner as is determined by the Board of
Directors.

         SECTION 9. COMMITTEES. (a) The Board of Directors shall have at least
four committees with the designations, qualifications, powers and composition
set forth in this Section 9 of Article III, which four committees shall be: (i)
an Executive and Finance Committee, (ii) a Governance Committee, (iii) a Human
Resources Committee, and (iv) an Audit Committee. All committees of the Board of
Directors shall act by a majority vote of the entire number of directors which
constitute any such committee.

         (b) The Executive and Finance Committee shall consist of three
directors, one of whom shall be a Family Director, one of whom shall be the
Management Director and one of whom shall be an Independent Director. During the
period of time between each regularly scheduled meeting of the Board of
Directors, management decisions requiring the immediate attention of the Board
of Directors may be made by the Executive and Finance Committee; provided,
however, that the Executive and Finance Committee shall not have the authority
to approve any of the following items, all of which require the approval of the
Board of Directors: (i) any action that would require approval pursuant to
Article V of these Bylaws or that would require approval of a majority of the
outstanding voting power held by the stockholders entitled

                                       6



to vote thereon at any annual or special meeting under applicable law or under
the certificate of incorporation or Bylaws of the Corporation (provided,
however, that subject to applicable law, the Board of Directors shall be
entitled to delegate to the Executive Committee the authority to negotiate and
finalize actions, the general terms of which have been approved by the Board of
Directors); (ii) any acquisition with a total aggregate consideration in excess
of 2% of the Corporation's stockholders' equity calculated in accordance with
generally accepted accounting principles for the most recent fiscal quarter for
which financial information is available (after taking into account the amount
of any indebtedness to be assumed or discharged by the Corporation or any of its
subsidiaries and any amounts required to be contributed, invested or borrowed by
the Corporation or any of its subsidiaries); (iii) any action outside of the
ordinary course of business of the Corporation; or (iv) any other action
involving a material shift in policy or business strategy for the Corporation.
Subject to the foregoing, the Executive and Finance Committee shall be governed
by the provisions of the Corporation's Executive and Finance Committee Charter,
as approved by the Board of Directors from time to time.

         (c) The Governance Committee shall consist of three directors, one of
whom shall be a Family Director and one of whom shall be an Independent
Director. The third Committee member shall be a Family Director if requested by
a majority of the Family Directors and otherwise shall be an Independent
Director. All nominations of persons for election to the Board of Directors
shall be made by the Governance Committee, and the Governance Committee shall
recommend for the approval of the Board of Directors the directors to serve on
the Board committees, in each case pursuant to the qualification requirements
set forth in Section 3 of this Article III. The Governance Committee shall
fulfill such other roles, with respect to the filling of vacancies and
otherwise, as are set forth in these Bylaws and shall by governed by the
provisions of the Corporation's Governance Committee Charter, as approved by the
Board of Directors from time to time.

         (d) The Human Resources Committee shall consist of three directors, one
of whom shall be a Family Director, and two of whom shall be Independent
Directors. The Human Resources Committee shall establish the compensation of all
executive officers of the Corporation and shall administer all stock option,
purchase and equity incentive plans. In addition, it shall annually prepare a
report to stockholders for inclusion in the Corporation's proxy statement for
its annual meeting of stockholders covering the matters required by the
Securities and Exchange Commission. The Human Resources Committee shall be
governed by the provisions of the Corporation's Human Resources Committee
Charter, as approved by the Board of Directors from time to time.

         (e) The Audit Committee shall consist of at least three directors, all
of whom shall be Independent Directors. The Audit Committee shall have the
primary responsibility to: (i) recommend to the Board of Directors the firm to
be employed by the Corporation as its independent auditor, (ii) consult with the
independent auditors with regard to the plan of audit, (iii) review (in
consultation with the independent auditors) the report of audit or proposed
report and the accompanying management letter of the independent auditors, (iv)
consult with the independent auditors periodically, as appropriate, out of the
presence of management, with regard to the adequacy of the internal controls
and, if need be, to consult also with the internal auditors, and (v) annually
prepare a report to stockholders for inclusion in the Corporation's

                                       7



proxy statement for its annual meeting of stockholders covering the matters
required by the Securities and Exchange Commission. The Audit Committee shall be
governed by the provisions of the Corporation's Audit Committee Charter, as
approved by the Board of Directors from time to time.

         (f) No committee of the Board of Directors shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, amending the Bylaws of the Corporation, or
authorizing any action required pursuant to these Bylaws to be authorized or
approved by a majority of the entire Board of Directors; and unless the
resolution of the Board of Directors, the certificate of incorporation or these
Bylaws expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of capital stock by the
Corporation. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

         (g) The Board of Directors may, by resolution passed by a majority of
the entire Board of Directors, designate one or more additional committees, each
such committee to consist of one or more directors of the Corporation. Any such
additional committee, to the extent provided in the resolution of the Board of
Directors and subject to Section 9(f) of this Article III, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it.
Notwithstanding the foregoing, no committee designated by the Board of Directors
pursuant to this Section 9(g) shall have powers or authority which conflict with
or impinge or encroach upon the powers and authority granted to the committees
designated in Sections 9(b), 9(c), 9(d) or 9(e) of this Article III.

         SECTION 10. ACTION BY CONSENT. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

         SECTION 11. TELEPHONIC MEETINGS. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

         SECTION 12. RESIGNATION. Any director may resign at any time by giving
written notice to the Board of Directors or to the secretary of the Corporation.
The resignation of any director shall take effect upon receipt of notice thereof
or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                                       8



         SECTION 13. VACANCIES. Unless otherwise provided in the certificate of
incorporation, if, as a result of the death, disability, resignation or removal
of a director, a vacancy is created on the Board of Directors, the vacancy shall
be filled in the following manner with individuals with the following
qualifications: (a) if the vacancy resulted from the death, disability,
resignation or removal of a Family Director, the vacancy shall be filled by a
person qualifying to be a Family Director as designated by a majority of the
remaining Family Directors; (b) if the vacancy resulted from the death,
disability, resignation or removal of the Management Director, the vacancy shall
be filled by a person qualifying to be a Management Director as designated by
the chief executive officer of the Corporation; and (c) if the vacancy resulted
from the death, disability, resignation or removal of an Independent Director,
the vacancy shall be filled by a person qualifying to be an Independent Director
nominated by the Governance Committee and approved by a majority of the entire
Board of Directors then in office. If there are no Family Directors in office
(in the case of filling a vacancy previously held by a Family Director), then an
election of directors may be held in accordance with these Bylaws and Delaware
Law.

         Unless otherwise provided in the certificate of incorporation, a
vacancy created on the Board of Directors as a result of the increase in the
number of directors to seven, eight or nine as provided in Section 2 of this
Article III may be filled in each case in a manner consistent with the
provisions of Sections 2, 3 and 13 of this Article III.

         SECTION 14. REMOVAL. Any director or the entire Board of Directors may
be removed, with or without cause, at any time by the affirmative vote of the
holders of a majority of the outstanding voting power of all of the shares of
capital stock of the Corporation then entitled to vote generally for the
election of directors, voting together as a single class, and the vacancies thus
created shall be filled in accordance with Section 13 of this Article III. A
Committee member shall be subject to removal from his or her position as a
Committee member by the affirmative vote of a majority of the entire Board of
Directors, and the vacancy thus created shall be filled in accordance with
Sections 9 and 13 of this Article III.

         SECTION 15. COMPENSATION. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, the Board of Directors shall have
authority to fix the compensation of directors, including fees and reimbursement
of expenses.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. PRINCIPAL OFFICERS. The principal officers of the
Corporation shall be a chief executive officer who shall have the power, among
other things, to appoint regional officers of the Corporation, one or more
presidents, one or more vice presidents, a treasurer and a secretary who shall
have the duty, among other things, to record the proceedings of the meetings of
stockholders and directors in a book kept for that purpose. The Corporation may
also have such other principal officers, including a chairman, a vice chairman
or one or more controllers, as the Board of Directors may in its discretion
appoint. One person may hold the offices and

                                       9



perform the duties of any two or more of said offices, except that no one person
shall hold the offices and perform the duties of president and secretary.

         SECTION 2. ELECTION AND TERM OF OFFICE. The principal officers of the
Corporation shall be elected annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor is
elected and qualified, or until his earlier death, disability, resignation or
removal. Any vacancy in any office shall be filled in such manner as the Board
of Directors shall determine.

         SECTION 3. SUBORDINATE OFFICERS. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more
assistant treasurers, assistant secretaries and assistant controllers and such
other subordinate officers, agents and employees as the Board of Directors may
deem necessary, each of whom shall hold office for such period as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

         SECTION 4. REMOVAL. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by the Board of Directors.

         SECTION 5. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board
of Directors has delegated to such principal officer the power to appoint and to
remove such officer). The resignation of any officer shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 6. POWERS AND DUTIES. The officers of the Corporation shall
have such powers and perform such duties incident to each of their respective
offices and such other duties as may from time to time be conferred upon or
assigned to them by the Board of Directors.

                                    ARTICLE V

                          ACTIONS REQUIRING CONSENT OF
                          APPROVING FAMILY STOCKHOLDERS

         SECTION 1. DEFINITIONS. As used in these Bylaws, the following terms
shall have the meanings specified below:

         (a) "APPROVING FAMILY STOCKHOLDERS" means the following and all of
their Permitted Transferees:

      -  QTIP Marital Trust created under the E. Bronson Ingram Revocable Trust
         Agreement dated January 4, 1995

                                       10



      -  Martha R. Ingram

      -  Orrin H. Ingram, II

      -  John R. Ingram

      -  E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust

      -  Martha and Bronson Ingram Foundation

      -  Trust for Orrin Henry Ingram, II, under Agreement with Hortense B.
         Ingram dated December 22, 1975

      -  The Orrin H. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of Orrin H. Ingram established by Martha R.
         Rivers under Agreement of Trust originally dated April 30, 1982, as
         amended

      -  Orrin and Sara Ingram Family 1997 Generation Skipping Trust

      -  Trust for John Rivers Ingram, under Agreement with Hortense B. Ingram
         dated December 22, 1975

      -  The John R. Ingram Irrevocable Trust dated July 9, 1992

      -  Trust for the Benefit of John R. Ingram established by Martha R. Rivers
         under Agreement of Trust originally dated April 30, 1982, as amended

      -  The John and Stephanie Ingram Family 1996 Generation Skipping Trust

      -  The John Rivers Ingram Annuity Trust 2000

      -  The John Rivers Ingram Annuity Trust 2001

         (b) "APPROVING VOTING POWER" means, as of any date, the number of votes
able to be cast pursuant to this Article V by the Approving Family Stockholders.
With respect to any vote pursuant to this Article V, and as of any given date,
each Approving Family Stockholder shall be entitled to cast a number of votes
equal to (i) the Outstanding Voting Power, as hereinafter defined, of all
capital stock of the Corporation owned of record by such Approving Family
Stockholder, plus (ii) the attributed voting power set forth in Section 1(c) of
this Article V.

         (c)      (i) Orrin H. Ingram, II shall be attributed and entitled to
cast a number of votes equal to fifty percent (50%) of the Outstanding Voting
Power of all capital stock of the Corporation owned by the E. Bronson Ingram
1994 Charitable Lead Annuity Trust; and

                  (ii)     John R. Ingram shall be attributed and entitled to
cast a number of votes equal to fifty percent (50%) of the Outstanding Voting
Power of all capital stock of the Corporation owned by the E. Bronson Ingram
1994 Charitable Lead Annuity Trust.

         (d) "OUTSTANDING VOTING POWER" means, as of any date, the number of
votes able to be cast for the election of directors represented by all the
shares of common stock of the Corporation.

                                       11



         SECTION 2. SIGNIFICANT ACTIONS. (a) In addition to any vote required by
applicable law or the certificate of incorporation, the following actions
("SIGNIFICANT ACTIONS") will not be taken by or on behalf of the Corporation
without the written approval of Approving Family Stockholders, acting in their
sole discretion, holding at least a majority of the Approving Voting Power held
by all of the Approving Family Stockholders:

         (i) any sale or other disposition or transfer of all or substantially
all of the assets of the Corporation (considered together with its
subsidiaries);

         (ii) any merger, consolidation or share exchange involving the
Corporation, other than mergers effected for administrative reasons of
subsidiaries owned at least 90% by the Corporation which under applicable law
can be effected without stockholder approval;

         (iii) any issuance (or transfer from treasury) of additional equity,
convertible securities, warrants or options with respect to the capital stock of
the Corporation, or any of its subsidiaries, or the adoption of any additional
equity plans by or on behalf of the Corporation or any of its subsidiaries
except for (A) options granted or stock sold in the ordinary course of business
pursuant to plans approved by the Approving Family Stockholders or adopted prior
to the initial public offering of the Corporation's capital stock, and (B) the
issuance of capital stock of the Corporation valued at Fair Market Value, as
hereinafter defined, in acquisitions as to which no approval is required under
subsection (iv) of this Section 2 of Article V or as to which approval has been
obtained under subsection (iv) of this Section 2 of Article V;

         (iv) any acquisition by or on behalf of the Corporation or one of its
subsidiaries involving a total aggregate consideration in excess of 10% of the
Corporation's stockholders' equity calculated in accordance with generally
accepted accounting principles for the most recent fiscal quarter for which
financial information is available (after taking into account the amount of any
indebtedness for borrowed money to be assumed or discharged by the Corporation
or any of its subsidiaries and any amounts required to be contributed, invested
or borrowed by the Corporation or any of its subsidiaries if such contribution,
investment or borrowing is reasonably contemplated by the Corporation to be
necessary within 12 months after the date of the acquisition);

         (v) any guarantee of indebtedness of an entity other than a subsidiary
of the Corporation exceeding 5% of the Corporation's stockholders' equity
calculated in accordance with generally accepted accounting principles for the
most recent fiscal quarter for which financial information is available;

         (vi) incurrence of indebtedness by the Corporation after the
consummation of the initial public offering of the Corporation's capital stock
(other than indebtedness incurred after the initial public offering of the
Corporation which renews or replaces a previously existing facility so long as
the aggregate amount of indebtedness is not increased) in a transaction which
could be reasonably expected to reduce the Corporation's investment rating lower
than one grade below the ratings of the Corporation by Moody's Investors Service
("Moody's"), Fitch Investors Service, L.P. ("Fitch") or Standard & Poor's Rating
Group ("Standard & Poor's") immediately

                                       12



following the initial public offering, but in any event incurrence of
indebtedness by the Corporation after the consummation of the initial public
offering which could be reasonably expected to reduce such investment rating
lower than Baa by Moody's; BBB- by Fitch; or BBB- by Standard & Poor's; and

         (vii) any other transaction having substantially the same effect as a
transaction described in clauses (i) through (vi) of this Section 2(a) of
Article V.

         (b) As used in Section 2(a)(iii) of this Article V, "FAIR MARKET VALUE"
means with respect to the capital stock of the Corporation, as of any given date
or dates, the reported closing price of a share of such class of capital stock
on such exchange or market as is the principal trading market for such class of
capital stock. If such class of capital stock is not traded on an exchange or
principal trading market on such date, the Fair Market Value of a share of the
capital stock of the Corporation shall be determined by the Board of Directors
in good faith taking into account as appropriate the recent sales of the capital
stock of the Corporation, recent valuations of the capital stock of the
Corporation, the lack of liquidity of the capital stock of the Corporation, the
fact that certain shares of the capital stock of the Corporation may represent a
minority interest and such other factors as the Board of Directors shall in its
discretion deem relevant or appropriate.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         SECTION 1. FIXING THE RECORD DATE. (a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided that the Board of Directors may fix a new record date for the adjourned
meeting.

         (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by Delaware Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the

                                       13



Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
Delaware Law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

         (c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

         SECTION 2. DIVIDENDS. Subject to limitations contained in Delaware Law
and the certificate of incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends
may be paid either in cash, in property or in shares of the capital stock of the
Corporation.

         SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall
commence on the day following the end of the preceding fiscal year of the
Corporation and end on the Saturday nearest December 31 of each year.

         SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.

         SECTION 5. VOTING OF STOCK OWNED BY THE CORPORATION. The Board of
Directors may authorize any person, on behalf of the Corporation, to attend,
vote at and grant proxies to be used at any meeting of stockholders of any
corporation (except this Corporation) in which the Corporation may hold stock.

         SECTION 6. AMENDMENTS. (a) So long as the Family Stockholders and their
Permitted Transferees together hold beneficially at least 25,000,000 shares of
the capital stock of the Corporation (as such number is equitably adjusted to
reflect stock splits, stock dividends, recapitalizations or other transactions
in the capital stock of the Corporation) (i) the stockholders may alter, amend,
restate or repeal these Bylaws or any of them, or make new bylaws, only by the
affirmative vote of 75% of the votes entitled to be cast thereon at any annual
or special meeting and (ii) the Board of Directors may alter, amend, restate or
repeal these Bylaws or any of them, or make new bylaws, only by the affirmative
vote of three-quarters (3/4) of the members of the entire Board of Directors.

                                       14



         (b) Beginning on the first date on which the Family Stockholders and
their Permitted Transferees together hold beneficially less than 25,000,000
shares of the capital stock of the Corporation (as such number is equitably
adjusted to reflect stock splits, stock dividends, recapitalizations or other
transactions in the capital stock of the Corporation) (i) the stockholders may
alter, amend, restate or repeal these Bylaws or any of them, or make new bylaws,
by the affirmative vote of a majority of the votes entitled to be cast thereon
at any annual or special meeting and (ii) the Board of Directors may alter,
amend, restate or repeal these Bylaws or any of them, or make new bylaws, by the
affirmative vote of a majority of the members of the entire Board of Directors.

         (c) Notwithstanding paragraphs (a) and (b) of this Section 6 of Article
VI, if the Board Representation Agreement shall be adjudicated to be void or
terminated and of no further force and effect by the final, non-appealable order
of a court of competent jurisdiction or shall be terminated and made to be of no
further force and effect by the unanimous, written consent of the Family
Stockholders and their Permitted Transferees then holding stock of the
Corporation, beginning on the date such final order becomes non-appealable or
the date such unanimous, written consent is delivered to the Secretary of the
Corporation, as the case may be, (i) the stockholders may alter, amend, restate
or repeal these Bylaws or any of them, or make new bylaws, by the affirmative
vote of a majority of the votes entitled to be cast thereon at any annual or
special meeting and (ii) the Board of Directors may alter, amend, restate or
repeal these Bylaws or any of them, or make new bylaws, by the affirmative vote
of a majority of the members of the entire Board of Directors.

                                       15

                                                                    EXHIBIT 10.1

                               FIRST AMENDMENT TO

                       2003 EXECUTIVE RETENTION AGREEMENT

         THIS FIRST AMENDMENT TO 2003 EXECUTIVE RETENTION AGREEMENT (this "First
Amendment"), is made as of April 5, 2004, by and between Ingram Micro Inc., a
Delaware corporation (the "Corporation"), and Michael J. Grainger ("Executive").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement (as defined below).

WHEREAS, on December 19, 2003, the Corporation entered into the 2003 Executive
Retention Agreement with Michael J. Grainger (the "Agreement"); and

WHEREAS, pursuant to Section 3.04 of the Agreement Mr. Grainger's participation
in the 2002 and 2003 Executive Long-Term Cash Incentive Award Programs (the
"Programs") ceases effective as of the beginning of the Continuation Period; and

WHEREAS, the Corporation and Executive desire to amend the Agreement as set
forth herein, so that Mr. Grainger shall continue to participate in the Programs
for so long as his Continuation Period continues under the terms of the
Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby amend the Agreement as
follows:

         1. Section 3.04 of the Agreement is hereby amended and restated in its
entirety as follows:

                  Section 3.04. Long-Term Cash Incentive Award Program. With
         respect to the Company's 2002 and 2003 Long-Term Executive Cash
         Incentive Award Programs, as amended from time to time (together
         "Programs" or individually the "Program"), Executive shall be deemed to
         continue his participation in the Programs for so long as the
         Continuation Period under the Agreement lasts ("Continued
         Participation"). Award payments under such Programs, if any, shall be
         prorated, if applicable, based on the number of full months of
         Executive's active employment during the Measurement Period (as defined
         under the Programs) plus the fall months of any Continued Participation
         during the Measurement Period (as defined under the Programs) of the
         Program in question and calculated based on the actual Company
         achievement versus the peer group at the end of each Program. Any such
         award payments shall be made following the close of each Program at the
         same time and in the same manner as such award payments are made to
         actively employed participants in such Program. Executive shall not be
         entitled to participate in the Company's 2004 Long-Term Executive Cash
         Incentive Award Program.

         2. This First Amendment shall be and is hereby incorporated in and
forms a part of the Agreement.

                                      S-1




         3. This First Amendment shall be effective as of the date first written
above.

         4. Except as set forth herein, the Agreement shall remain in full force
and effect.

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

EXECUTIVE                                      Ingram Micro Inc.

/s/ Michael J. Grainger                        By: /s/ Matthew A. Savar
- ------------------------                           -------------------------
Michael J. Grainger                            Name: MATTHEW A. SAVAR

                                               Title: S.V.P. HUMAN RESOURSES


                                      S-2

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                              Dated August 14, 2003
                 as last amended and restated on March 31, 2004

                                     between

                              BNP PARIBAS BANK N.V.
                                  as Transferee

                                       and

                         INGRAM MICRO DISTRIBUTION GMBH
                                  as Originator

                                       and

                            INGRAM MICRO HOLDING GMBH
                                  as Depositor

       ------------------------------------------------------------------
           GERMAN MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT
       ------------------------------------------------------------------

                                HENGELER MUELLER



                                       -2-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

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




                                       -3-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA


                                                                                                       
PART IX. EVENTS OF DEFAULT.........................................................................        36
40.      Events of Default and Termination of the Transferee's Commitment..........................        36
41.      Remedies upon the Occurrence of an Event of Default or a Termination of the Transferee's
         Commitment................................................................................        41
PART X. MISCELLANEOUS..............................................................................        42
42.      Payments and Currency for Payments........................................................        42
43.      Waiver....................................................................................        42
44.      Late payment Interests....................................................................        42
45.      Taxes.....................................................................................        43
46.      Change in Circumstances...................................................................        43
47.      Expenses..................................................................................        45
48.      Sub-contracting and Substitution..........................................................        45
49.      Confidentiality...........................................................................        45
50.      Benefit of the Agreement..................................................................        46
51.      Notices, Communication and Documents......................................................        46
52.      Exercise of Rights........................................................................        48
53.      Language..................................................................................        48
54.      Indivisibility............................................................................        48
55.      Governing Law - Jurisdiction - Counterparts...............................................        48
56.      Continuity................................................................................        49
SCHEDULE 1 Glossary................................................................................        50
SCHEDULE 2 Offer Form..............................................................................        67
PORTFOLIO FILES DETAILS............................................................................        71
SCHEDULE 4 Financing Conditions....................................................................        77
SCHEDULE 5 Timetable................................................................................       81
SCHEDULE 6 Retransfer Form.........................................................................        82
SCHEDULE 7 Calculation of the Daily and Transfer Fees...............................................       84
SCHEDULE 8 Trigger Event...........................................................................        88
SCHEDULE 9 Calculation of the Net Outstanding Receivables Amount and the Overconcentration
Limits.............................................................................................        90
SCHEDULE 10 Calculation of the Subordinated Deposit Rate...........................................        92
SCHEDULE 11A Form of the Originator's Auditors Certificate (Effective Date)........................        94
SCHEDULE 12A Form of the Managing Director's Certificate (Effective Date)..........................        96
SCHEDULE 12B Form of the Managing Director's Certificate...........................................        97
SCHEDULE 13 Form of legal opinion of in-house counsel of the Guarantor.............................        99
SCHEDULE 14 Management Procedures..................................................................       101
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




                                       -4-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

THIS AGREEMENT has been originally made on August 14, 2003, as amended and
restated on December 29, 2003 and is hereby amended and restated on March 31,
2004.

BETWEEN:

(1)      INGRAM MICRO DISTRIBUTION GMBH, a German limited liability company
         (Gesellschaft mit beschrankter Haftung), having its registered offices
         at Heisenbergbogen 3, 85609 Aschheim, Germany, registered in the
         commercial registry of the Lower Local Court (Amtsgericht) in Munchen
         under registration number HRB 76025 (the "ORIGINATOR" );

(2)      BNP PARIBAS BANK N.V., a Dutch limited liability company (naamloze
         vennootschap), licensed as a credit institution, having its registered
         offices at Herengracht 477, Postbus 10042, NL - Amsterdam, 1101 EA,
         registered with the Chamber of Commerce in Amsterdam under the number
         33 166 364 (hereinafter referred to as the "TRANSFEREE"); and

(3)      INGRAM MICRO HOLDING GMBH, a German limited liability company
         (Gesellschaft mit beschrankter Haftung), having its registered offices
         at 85609 Aschheim, Heisenbergbogen 3, registered in the commercial
         registry of the Lower Local Court (Amtsgericht) in Munchen under
         registration number HRB 99636, whose representatives on the signature
         page are duly authorized for the purposes of this Agreement
         (hereinafter referred to as the "DEPOSITOR").

NOW, THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

WHEREAS:

(A)      The Originator's business consists of the distribution, sale and
         purchase of hardware and software products, the importation and
         exportation of such products and any other activity in connection with
         the distribution of such materials.

(B)      The Originator has agreed to a securitization program of five (5)
         years, commencing on the Initial Transfer Date, with respect to certain
         Receivables originated by it.

(C)      Due to the affiliation of the Originator to the Ingram Micro Group, the
         Transferee has accepted the offer made to it by the Originator to
         purchase, from time to time, Receivables under the terms and subject to
         the conditions set forth in this Agreement, provided in particular
         that:

         -        the payment of such Receivables by the Debtors will be secured
                  by means of a Subordinated Deposit made by the Depositor in
                  favor of the Transferee;

         -        the Debtor Payments will be paid to the Collection Accounts;

         -        the wire transfer of Debtor Payments, the payment of
                  Equivalent Payments and Retransfer Payments and the payment of
                  the Total Fees and Expenses to the Transferee will be
                  guaranteed by Ingram Micro Inc.; and

         -        the various fees payable to the Transferee in connection with
                  the financing granted by it to the Originator, will be based
                  upon the refinancing costs of Eliopee Limited, named as Issuer
                  of Reference in the area of the securitization of receivables
                  and other financial assets.



                                       -5-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

(D)      Pursuant to a release letter (the "RELEASE LETTER") dated March 18,
         2004, it has been agreed, inter alios, by the parties hereto and
         Compu-Shack Electronic GmbH to release Compu-Shack Electronic GmbH from
         its future obligations under this Agreement.

                      PART I. DEFINITIONS - INTERPRETATION

1.       DEFINITIONS

         Capitalized terms and expressions in this Agreement shall have the same
         meaning as ascribed to such terms and expressions in the glossary (the
         "GLOSSARY") attached hereto as Schedule 1. This Agreement, including
         the recitals, the Schedules and each instrument delivered by any Party
         pursuant to its terms shall form a single agreement.

2.       INTERPRETATION

A.       Parts and Clauses headings (including paragraphs headings) and the
         table of contents have been inserted exclusively to facilitate referral
         and shall not be used to interpret this Agreement.

B.       In this Agreement, unless the context otherwise requires:

         (a)      a "PART" or "CLAUSE" or "SCHEDULE" is a reference to a part,
                  clause or schedule to this Agreement, and references to the
                  Agreement include its whereas and Schedules; references to the
                  "Parties" refer to the Originator, to the Depositor and to the
                  Transferee.

         (b)      words in the plural shall cover the singular and vice versa;

         (c)      unless otherwise stipulated, reference to the time of the day
                  refers to the time in Paris, France;

         (d)      references to a month shall mean:

                  -        a period starting on a given day in a calendar month
                           and ending on the numerically corresponding day in
                           the next calendar month; or

                  -        if the corresponding day is not a Business Day, a
                           period ending on the first Business Day following the
                           corresponding day unless such following day falls in
                           the next calendar month, in which case the period
                           shall end on the Business Day immediately preceding
                           the corresponding day; or

                  -        if the period starts on the last Business Day of a
                           calendar month, or if there is no numerically
                           corresponding day in the next calendar month, a
                           period ending on the last Business Day of the next
                           calendar month;

         (e)      reference to a person includes its successors, transferees and
                  assignees;

         (f)      reference to a document means that document as novated,
                  amended or supplemented.



                                       -6-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                 PART II. PURPOSE - TERM - CONDITIONS PRECEDENT

3.       PURPOSE

         The purpose of this Agreement is to set forth the conditions under
         which:

         (a)      the Originator may, from time to time during the Replenishment
                  Period, transfer Transferable Receivables to the Transferee by
                  way of sale (Verkauf) and assignment (Abtretung) and in
                  accordance with the provisions of this Agreement;

         (b)      the Transferee shall pay to the Originator the Purchase Price
                  for any Transferred Receivables in accordance with the
                  provisions of this Agreement;

         (c)      upon each Transfer Date, but prior to each transfer of any
                  Transferable Receivables, the Depositor shall make a
                  Subordinated Deposit with the Transferee as provided for in
                  Clause 32;

         (d)      upon each Transfer Date, but prior to each transfer of
                  Transferable Receivables, the Depositor shall make a
                  Complementary Deposit with the Transferee as provided for in
                  Clause 33.

4.       EFFECTIVE DATE - TERMINATION

         A.       This Agreement shall become effective on the date on which all
                  the conditions precedent set forth in Clause 5 shall have been
                  satisfied (the "EFFECTIVE DATE").

         B.       This Agreement shall terminate on the earlier of (the
                  "AGREEMENT TERMINATION DATE"):

                  (i)      the Redemption Date; or

                  (ii)     the sixth Transaction Date following the Final
                           Transfer Date.

         C.       The date upon which (i) no more transfer of receivables may be
                  made under this Agreement and (ii) the Transferee's Commitment
                  is terminated (the "FINAL TRANSFER DATE") shall be the first
                  Transaction Date which shall occur during the 61st month
                  following the Initial Transfer Date. The Final Transfer Date
                  shall be advanced under the conditions set forth under Clauses
                  10.1 A (b), 41.1, 41.2, 41.3 (D), 45 (C) and 46 (C)(ii), or
                  postponed by mutual consent of the Parties pursuant to the
                  conditions set forth under Clause 4 (D).

         D.       The Parties may agree to extend the Final Transfer Date (and,
                  accordingly, the Agreement Termination Date) by entering, to
                  that effect, into an amendment to this Agreement. In this
                  case, the new Final Transfer Date and the new Agreement
                  Termination Date shall be the dates as mutually agreed between
                  the Parties.

         E.       Notwithstanding the Agreement Termination Date, and for so
                  long as there remains a Transferred Receivable which has not
                  either been paid in full or become an Irrecoverable
                  Receivable: (i) all of the representations, warranties,
                  covenants and obligations of the



                                       -7-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  Originator to the Transferee; (ii) all of the obligations of
                  the Transferee with respect to Release of the Deposits and
                  (iii) the provisions of Clause 25.2, shall remain in full
                  force and effect.

5.       CONDITIONS PRECEDENT

         This Agreement shall not be effective unless and until each and all of
         the following conditions precedent shall have been fulfilled to the
         satisfaction of the Transferee:

         (a)      from each of the Originator and the Depositor, a copy of its
                  Articles of Association (Satzung), certified as actual version
                  thereof by its duly authorized representative;

         (b)      from the Originator and the Depositor, an original copy of the
                  excerpt of the commercial registry (Handelsregister) not older
                  than 30 days prior to August 14, 2003;

         (c)      from each Originator and the Depositor, a copy, certified to
                  be true by its duly authorized representative, of its annual
                  non-consolidated accounts for the fiscal year 2001 and the
                  original annual non-consolidated accounts for the fiscal year
                  2002 as published and certified by its statutory auditors
                  together with the respective unqualified auditor's opinion
                  relating thereto, and the related corporate resolutions
                  approving such accounts;

         (d)      from the Originator and the Depositor, a certificate from one
                  of its managing directors (Geschaftsfuhrer) in the form of
                  Schedule 12A, representing that:

                  -        between the closing date of its audited accounts for
                           the fiscal year 2002 and August 14, 2003, no event
                           has occurred which could constitute a Material
                           Adverse Effect;

                  -        it is not under administration, insolvency,
                           bankruptcy, dissolution, receivership or winding up
                           and no stoppage of payments has occurred in relation
                           to it;

                  -        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 this Agreement or the performance of any of its
                           obligations by it hereunder; in particular there
                           exists no (i) provision limiting the transfer of its
                           receivables or (ii) negative pledge clauses;

         (e)      from the Originator, a certificate from its statutory
                  auditors, issued in the form of Schedule 11A;

         (f)      from the Originator and the Depositor, a list of the names of
                  the individuals authorized to act on behalf of it under this
                  Agreement and a specimen signature of each;

         (g)      from the Originator and the Depositor the corporate
                  resolutions authorizing it to enter into and execute this
                  Agreement;

         (h)      the Transferee or any of its agent shall have conducted a due
                  diligence of the Originator, satisfactory in particular as
                  regards origination, management and collections of the
                  Receivables;

         (i)      the Originator shall have demonstrated its ability to provide
                  monthly historical data



                                      -8-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  regarding the Receivables;

         (j)      the Transferee shall have received from the Originator a
                  historical monthly analysis of the credit notes and other
                  dilution (and any other relevant risk factors in relation to
                  the Receivables);

         (k)      the Originator shall have demonstrated its ability to provide
                  a reporting Statement on the Receivables twice a month;

         (l)      the Transferee shall have received a legal opinion from
                  Hengeler Mueller as legal advisor to the Transferee in form
                  and substance satisfactory to the Transferee regarding (i)
                  that the transfer of the Receivables will constitute a legal
                  true sale of such Receivables and (ii) the Originator's and
                  the Depositor's capacity and authority to enter into this
                  Agreement;

         (m)      each of the US Guarantees shall have been issued in the form
                  as set out in Schedule 16 by the Guarantor in favor of the
                  Transferee, BNP Paribas acting as its agent, and the
                  Transferee shall have received a certified copy of the last
                  audited consolidated financial statements of the Guarantor for
                  the fiscal year 2002 and a certificate signed by a duly
                  authorized representative of the Guarantor representing that:
                  (1) between the closing date of the above mentioned accounts
                  for the fiscal year 2002 and August 14, 2003, no Material
                  Adverse Effect has occurred; and (2) the Guarantor is not
                  under administration, insolvency, bankruptcy, dissolution,
                  receivership or winding up and no stoppage of payments has
                  occurred in relation to it;

         (n)      the Transferee shall have received from the Guarantor an
                  in-house legal opinion in form and substance satisfactory to
                  the Transferee regarding (i) the capacity and authority of the
                  Guarantor to enter into each of the US Guarantees and (ii) the
                  validity and legality of each of the US Guarantees; and

         (o)      from the Originator, a certificate signed by one of its
                  managing directors (Geschaftsfuhrer) and its senior in-house
                  lawyer in the form of Schedule 15 regarding its collection
                  authority with respect to receivables which are subject to
                  Extended Retention of Title Clauses (verlangerter
                  Eigentumsvorbehalt).

                        PART III. TRANSFER OF RECEIVABLES

6.       TRANSFERABLE RECEIVABLES

A.       On a given Statement Date, a Transferable Receivable shall be any
         Receivable bearing the following characteristics on such date:

         (i)      the Receivable exists, is not an Irrecoverable Receivable and
                  has not been paid in full;

         (ii)     the Receivable originates from a contract entered into between
                  the Originator and an Eligible Debtor and constitutes for both
                  parties a Commercial Contract;

         (iii)    the underlying Commercial Contract is valid and enforceable
                  against the relevant Debtor in accordance with its terms and
                  fully performed by the Originator;



                                       -9-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (iv)     the underlying Commercial Contract is governed by German Law;

         (v)      the amount of the Receivable invoiced by the Originator to the
                  respective Debtor is inclusive of value-added tax in
                  compliance with applicable tax laws;

         (vi)     the Receivable is evidenced by an Invoice, duly recorded in
                  the relevant Statement or Portfolio File; and

         (vii)    the Receivable is denominated in Euros, payable to the
                  Originator by the relevant Debtor and such Debtor is requested
                  to pay any amount due in relation to such Receivable into the
                  relevant Collection Account.

7.       ELIGIBLE RECEIVABLES

A.       On a given Statement Date, an Eligible Receivable shall be any
         Transferred Receivable bearing the additional following characteristics
         on that date:

         (i)      the Debtor of such Transferred Receivable is an Eligible
                  Debtor;

         (ii)     the Transferred Receivable is neither an Unpaid Receivable nor
                  an Irrecoverable Receivable nor a Disputed Receivable;

         (iii)    the date upon which the Transferred Receivable is due and
                  payable, which is stated on the Invoice, is no later than
                  thirty (30) calendar days following the Final Transfer Date;

         (iv)     the date upon which the Transferred Receivable is due and
                  payable, which is stated on the Invoice, is no later than
                  sixty (60) calendar days following the related Transaction
                  Date except for Proreserv in which case the Transferred
                  Receivable is due and payable no later than one hundred forty
                  (140) calendar days following the date of Invoice;

         (v)      the Transferred Receivable has been managed since its creation
                  and is managed at the given date by the Originator, in
                  accordance with the Management Procedures and the applicable
                  statutes and regulations in force at any relevant time;

         (vi)     the Transferred Receivable is not subject to any defense,
                  counterclaim or set-off right;

         (vii)    the Transferred Receivable is identified in a Statement and
                  Portfolio Files which strictly conform with the form of
                  Statement and Portfolio Files attached as Schedule 3;

         (viii)   the Transferred Receivable is legally and beneficially solely
                  owned by the Originator free from any adverse claims in favor
                  of any person (including, without limitation, has not been, in
                  part or in whole, pledged, mortgaged, charged, assigned,
                  discounted, subrogated or seized or attached or transferred in
                  any way) and is otherwise free and clear of any Extended
                  Retention of Title Clause (verlangerter Eigentumsvorbehalt),
                  subject to Clause (B) below, and of any liens or other
                  encumbrances exercisable against the Originator or the
                  Transferee;

         (ix)     the Transferred Receivable can be segregated and identified
                  for ownership purposes on the Transfer Date thereof and on any
                  day after such Transfer Date;



                                      -10-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (x)      the Transferred Receivable constitutes an unconditional and
                  irrevocable obligation of the relevant Eligible Debtor to pay
                  the full sums of the amounts stated on the due date therefor;
                  and

         (xi)     the Transferred Receivable is enforceable (durchsetzbar),
                  non-litigious (nicht einredebehaftet) and assignable
                  (abtretbar).

B.       Any Receivable being affected by an Extended Retention of Title Clause
         shall be an Eligible Receivable if it meets in addition to the
         requirements set forth under Clause 7 (A) the following conditions:

         (i)      the sale of the relevant Receivable to the Transferee must be
                  characterised as legal true sale for German civil and
                  insolvency law purposes;

         (ii)     the Originator has been granted the authorization to collect
                  the Billing Amount of such Receivable by the relevant
                  supplier, this authorization shall be express and the
                  Originator shall not have been notified by such supplier of
                  the withdrawal of such authorisation;

         (iii)    the Purchase Price paid by the Transferee for the Receivable
                  shall at least be equal to the purchase price due by the
                  Originator to the relevant supplier for the items that are the
                  subject of such Receivable;

         (iv)     the assignment by the Originator of the Receivable to the
                  Transferee is made at the same time as the payment of the
                  Purchase Price of such Receivable;

         (v)      the purchase and the acquisition of the relevant Receivable by
                  the Transferee is not structured in a way that would prejudice
                  the interests of the relevant supplier; and

         (vi)     the Originator is not in a state of financial crisis as such
                  term may be defined in the respective Extended Retention of
                  Title Clause.

8.       ELIGIBLE DEBTORS

         On any Statement Date, an Eligible Debtor shall be a Debtor having the
         following characteristics:

         (i)      the Debtor is either (i) a private company having its
                  registered office in Germany (ii) a natural person having its
                  domicile in Germany or (iii) a private company having its
                  registered office in Germany and being held by a German public
                  entity;

         (ii)     the Debtor is neither the Originator nor a company of the
                  Ingram Micro Group;

         (iii)    the Debtor does not have any contractual relationship with the
                  Originator providing for an automatic set-off of debts and
                  credits or a current account relation (Kontokorrent) between
                  such Debtor and the Originator;

         (iv)     the Debtor has not become a Doubtful Debtor;

         (v)      the Debtor is not under an Insolvency Proceeding; and

         (vi)     the Debtor is not a supplier of the Originator, except as
                  expressly agreed by the



                                      -11-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  Transferee.

9.       CONDITIONS OF TRANSFER

         On the Initial Transfer Date, and subsequently on each Transfer Date,
         the transfer of Transferable Receivables and the payment of the
         Purchase Price by the Transferee shall not occur unless each of the
         following conditions have been fulfilled to the satisfaction of the
         Transferee, on the dates agreed upon in the Agreement or, if such date
         has not been agreed upon, on each relevant Transfer Date at the latest:

         (i)      the Representations and Warranties are accurate;

         (ii)     a Statement and the related Portfolio Files have been notified
                  to the Transferee on the Information Date related to the
                  Initial Transfer Date or such Transfer Date, respectively and
                  all data contained in such Statement and in such Portfolio
                  Files are consistent with each other;

         (iii)    (A) with respect to the Initial Transfer Date, the Deposits
                  have been duly made as provided for in Clause 31, and (B) with
                  respect to each Transfer Date, the Deposits have been adjusted
                  according to the provisions of Clauses 32 and 33,
                  respectively;

         (iv)     the Originator has delivered, on an annual basis, a
                  certificate from its statutory auditors, issued in the form of
                  Schedule 11 together with the respective unqualified auditor's
                  opinion relating thereto;

         (v)      each of the Originator and the Depositor has delivered, on a
                  monthly basis, a certificate from one of its managing
                  directors (Geschaftsfuhrer) in the form of Schedule 12B,
                  representing that:

                  -        between the closing date of its non-audited accounts
                           for the relevant fiscal year and the execution date
                           of such certificate, no event has occurred which
                           could constitute a Material Adverse Effect;

                  -        it is not under administration, insolvency,
                           bankruptcy, dissolution, receivership or winding up
                           and no stoppage of payments has occurred in relation
                           to it;

                  -        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 this Agreement or the performance of any of its
                           obligations by it hereunder; in particular there
                           exists no (i) provision limiting the transfer of its
                           Receivables or (ii) negative pledge clauses;

         (vi)     the Originator has delivered an Offer to the Transferee
                  pursuant to Clause 10.1 and, as regards any Transfer Date
                  other than the Initial Transfer Date, the relevant Debtor
                  Payments, received during the last Collection Period preceding
                  such Transfer Date, have been credited to the Transferee's
                  Account and the relevant Retransfer Payments and the
                  Equivalent Payments due in respect of such Collection Period
                  have been paid to the Transferee's Account;



                                      -12-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (vii)    the Transfer Date occurs within the Replenishment Period;

         (viii)   the transfer of Transferable Receivables and the corresponding
                  payment of the Purchase Price to be made on the relevant
                  Transfer Date do not contravene any statute or regulation in
                  force;

         (ix)     no Event of Default or Potential Event of Default has occurred
                  or is existing and continuing on the Transfer Date, and the
                  transfer of the Transferable Receivables, as well as the
                  corresponding payment of the Purchase Price to be made on the
                  relevant Transfer Date, do not constitute a Potential Event of
                  Default or an Event of Default;

         (x)      the Collection Accounts Pledge Agreement has been entered into
                  between the Originator as pledgor, and the Transferee as
                  pledgee, and continues to exist and constitutes a valid and
                  enforceable pledge in favor of the Transferee;

         (xi)     the Data Protection Trust Agreement has been entered into
                  between the Originator, the Transferee and the Data Protection
                  Trustee and continues to exist and constitutes a valid and
                  enforceable obligation of the Originator regarding the
                  transmission of personal data with respect to the Debtors in
                  favor of the Data Protection Trustee;

         (xii)    on the Initial Transfer Date only, (A) the Transferee shall
                  have received a confirmation by the Rating Agency of the
                  current rating of the Issuer of Reference's programs in a form
                  satisfactory to the Transferee, (B) the Originator has agreed
                  with the Transferee which of the dates appearing in the
                  timetable attached as Schedule 5 shall be deemed the first
                  Transfer Date for the purposes of this Agreement;

         (xiii)   on or before the Initial Transfer Date or each subsequent
                  Transfer Date, the Transferee shall have been able to fund its
                  Transferee's Commitment up to an amount at least equal to the
                  amount of the Financing to be provided on the Initial Transfer
                  Date or on each such subsequent Transfer Date; and

         (xiv)    the Transferee shall have confirmed that the liquidity
                  facility relating to a securitisation transaction arranged for
                  one French company of the Ingram Micro Group has been
                  syndicated or that the Transferee considers such syndication
                  no longer desirable.

10.      TRANSFER OF RECEIVABLES

10.1     Offer to Transfer

A.       On any Information Date during the Replenishment Period, the Originator
         may make an offer (each, an "OFFER") to sell and assign to the
         Transferee one or more Transferable Receivable(s), 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 the Originator 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



                                      -13-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (c)      no Offer shall be deemed to be made by the 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
         Originator 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 Originator, the parties hereto agree
         that:

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

                  -        if the Originator holds direct possession
                           (unmittelbarer Besitz) in respect of the



                                      -14-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                           related security, the Originator shall hold such
                           related security in custody for the Transferee free
                           of charge;

                  -        if the 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, the Originator hereby assigns any claim to
                           surrender (Herausgabe-anspruch) 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., the 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)      the 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 Collection Account of the
                  Originator 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, the 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 (selbstandige 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 the
         Originator to the Transferee on each Transfer Date.



                                      -15-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                    PART IV. INFORMATION - PROGRAM MANAGEMENT

12.      INFORMATION OBLIGATIONS OF THE ORIGINATOR

A.       On each Statement Date, the 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 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 Originator 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 Originator to the Transferee of the Transfer
                  Fee and the Management Fee;

         (iv)     payment of the Purchase Price to the 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



                                      -16-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         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 Originator 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;

         (ii)     payment by the Originator 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 ORIGINATOR

         For so long as the Financing has not been fully reimbursed pursuant to
         the provisions of the Agreement, the 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;



                                      -17-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (vii)    to inform the Transferee promptly if any of the Warranties of
                  Compliance made by the 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, the
                  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;

         (x)      to carry on its business so that the Quality of the
                  Transferred Receivables and the ability of the Originator to
                  fulfil its servicing obligations under this 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 this 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



                                      -18-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         pay because Insolvency Proceedings with respect to the respective
         Debtor have been instituted (each such reduction, a "DILUTION") then
         the 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 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 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

         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, the 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 Originator, exercise all rights
                  and remedies against the 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 Originator as servicer shall handle the
         collection of the Transferred Receivables on behalf of the Transferee.
         The Transferee hereby confers to the Originator the mandate to service
         the Receivables and the collection thereunder, which the Originator
         hereby



                                      -19-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         accepts. Until termination of the Servicing Mandate, the Transferee
         shall pay the Originator 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
         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;

         shall be borne exclusively by the Originator, up to an amount limited
         to EUR two (2) per Invoice (not including legal and court fees). The
         Originator 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 ORIGINATOR 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, the 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;



                                      -20-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (iii)    to carry on its business so that the collection of the
                  Transferred Receivables or its ability to fulfil its
                  obligations under this 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;

         (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 this Agreement; and

         (ix)     if any supplier of the Originator withdraws the Originator's
                  authority to collect Receivables which are subject to an
                  Extended Retention of Title Clause, the 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

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, the 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
         Originator must obtain the prior written consent of the Transferee,
         which shall not be unreasonably withheld, before declining or accepting
         such proposal.

B.       The Originator shall be entitled to grant Credits in accordance with
         its Management Procedures.

C.       Without prejudice to Clause 20. A above, the Originator may renegotiate
         the due date of a Transferred Receivable in accordance with its
         Management Procedures.

D.       Aside the instances described above, the Originator 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-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

21.      AUTHORITY TO SUE AND BE SUED

A.       The 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 the Originator's own name and for the benefit
         of the Transferee (gewillkurte Proze(Beta)standschaft), the Transferee
         being obliged where necessary to assist the 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 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 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 Originator 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 Originator 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:

         -        the 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

         -        the 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.

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 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.



                                      -22-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (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 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 Section 366(1) of the German Civil Code (Burgerliches
                  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 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 ORIGINATOR

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

         (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.



                                      -23-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

24.      RETRANSFER TO THE ORIGINATOR

24.1     Conditions of Acceptance of Retransfer

A.       The 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 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 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 Originator to the Transferee on
         the Information Date corresponding to the Transaction Date which the
         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 discretion, accept any Retransfer Offer as
         notified by the 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.

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 the
         Originator of a duly substantiated offer, the 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



                                      -24-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         the 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
         Originator 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 the Originator to
         collect the Transferred Receivables onward transferred to it on its
         behalf, the 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 Originator 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 the
         Originator to demand a Retransfer of the relevant Transferred
         Receivables prior to such onward transfer being effected.

B.       If the Originator demands such Retransfer in writing before the fifth
         (5th) Business Day following receipt of the aforementioned letter by
         the Originator, the Retransfer shall be carried out by the Originator
         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 the Originator refuses or does not reply before the
         fifth (5th) Business Day following receipt of the aforementioned letter
         by the Originator, the Transferee shall be free to transfer the
         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.


                                      -25-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                               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
         Originator (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 the Originator, 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:

                  FC =  [NOR/l+SDR]

         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 the Originator, in the
         following manner (given that the Subordinated Deposit is calculated
         according to Part VII):



                                      -26-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

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

         where:

         "F"      means the amount of Financing

         "F(PTD)" 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:

               FC = [NOR / 1 + SDR(PTD)]

         where:

         "NOR"    means the Net Outstanding Receivables Amount

         "SDR(PTD)" 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-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

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 this 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 Originator. Such reduction shall become effective on the first
         Transaction Date agreed upon between the Originator and the Transferee,
         or failing that, on the first Transaction Date subsequent to the period
         often (10) Business Days following the receipt of such request by the
         Transferee.

B.       A reduction of the Maximum Financing Amount shall not be requested by
         the Originator 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 tresorerie 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.



                                      -28-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

29.      TRANSFER FEE

29.1     The Originator 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 tresorerie 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.

(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 Originator 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 the Originator pursuant to Clause 18.2, the
                  amount effectively borne and justified by the Transferee
                  pursuant to the Collection of the Transferred Receivables.



                                      -29-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         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 Originator 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 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 = SDR(PTD)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 Originator on the
                  relevant Transfer



                                      -30-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  Date
         "FC"     means the Computed Financing Amount

         "SDR(PTD)" 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(io) + 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

         "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.



                                      -31-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

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)

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 Originator 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 Originator to the Transferee



                                      -32-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         under this Agreement (including sums owed from the Debtors which shall
         be repaid by the Originator 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 Originator 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.

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.



                                      -33-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

              PART VIII. REPRESENTATIONS AND WARRANTIES - COVENANTS

38.      REPRESENTATIONS AND WARRANTIES

38.1     From the Originator

         The 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)      the Originator is a company duly organized and validly
                  existing under the law of its place of incorporation;

         (ii)     the 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 the
                  Originator is required to execute this 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)      the 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 the Originator to the
                  Transferee are true and accurate;

         (viii)   the Originator conducts its business in all material respects
                  in accordance with all applicable laws and regulations;

         (ix)     no claim has been raised, or, to the 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;



                                      -34-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (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 the
                  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;

                  -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 of each Transferable
                  Receivable is governed by German law and is valid and
                  enforceable against the relevant Debtor in accordance with its
                  terms and fully performed by the 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)    the 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)     the Originator is not 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 the Originator and no
                  receiver, administrative receiver, administrator or receiver
                  and manager has been appointed in relation to the Originator;
                  and

         (xxi)    the 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


                                      -35-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  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)
         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 the 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, the 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 31 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;

         -        as soon as possible with any information on the Receivables
                  and the Debtors; and

         -        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 this Agreement;



                                      -36-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (iii)    upon knowledge by the 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 the Originator;

         (vii)    as to the Originator only:

                  -        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 cany 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 year; if the
                           expenses actually incurred exceed such amount, the
                           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 the Originator) in respect of
                           the Transferable and the Transferred Receivables
                           originated by the 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 the
                           Originator's suppliers has withdrawn the authority of
                           the 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:



                                      -37-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (i)      any failure by the 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 the 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 the Originator or
                  of the Depositor pursuant to Clause 38, or any information
                  contained in any document delivered by the 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)     the 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
                  the Originator or the Depositor;

         (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; and

         (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.

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 the
                  Originator notifies the 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 Originator of notice of a Supplier
                           Withdrawal:



                                      -38-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                           (i)      the 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 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 the
                                    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:

                           (i)      the Financing has been reduced to zero and
                                    all other obligations of the Originator, the
                                    Depositor and the Guarantor hereunder have
                                    been fulfilled; or

                           (ii)     the Originator has provided evidence
                                    reasonably satisfactory to the Transferee
                                    that the Withdrawing Supplier has re-granted
                                    the Originator's authority to collect
                                    Receivables which are subject to an Extended
                                    Retention of Title Clause; or

                           (iii)    the 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
                                    the Originator).

                  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 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



                                      -39-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  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
                  the 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 the Originator has 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

                  (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 the
                           Originator).

                  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 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 the 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 the 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 Originator and/or the Guarantor
                                    decides that a



                                      -40-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                                    material deterioration of the business or
                                    the financial condition of the 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 Originator has exercised in
                                    its 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 the
                           Originator).

                  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 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 the
                  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



                                      -41-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  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 Originator, 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.

         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
         Originator in the above mentioned notice, or (ii) failing such
         indication, the first Transaction Date following the date of receipt by
         the Depositor and the Originator 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 40.1(vii), or Clause
         40.1(viii) or any Receivables Trigger Event, the Transferee shall serve
         a written notice to the Originator 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 Originator and the Depositor, and the
         provisions of this 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 Originator
         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



                                      -42-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         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 Originator 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 Originator of the above mentioned termination notice, and the
         provisions of this 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 Originator 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.

         Any Debtor Payments shall be directed by the Originator to the
         Collection Accounts in accordance with the Collection Accounts Pledge
         Agreement. Any amount due by the Originator to the Transferee shall be
         credited on the Transferee's Account. Any amount due by the Transferee
         to the Originator shall be credited on a Collection Account of the
         Originator. The payment of indemnity amounts, expenses and charges, as
         are payable in accordance with this Agreement, shall be made in Euros.

43.      WAIVER

         For so long as the Financing has not been irrevocably repaid in full,
         the Originator shall waive the right to effect any set-off between any
         amount owed by it to the Transferee pursuant to this Agreement and any
         amount which is owed to it by the Transferee, in any respect whatsoever
         to the extent permitted by applicable law, even if the reciprocal
         claims are certain, liquid and due and payable, or related claims.

44.      LATE PAYMENT INTERESTS

A.       In the event that the Originator fails to pay the Transferee any sum
         whatsoever owed under this Agreement on the day it is due and payable,
         the Originator shall pay the Transferee, to the extent permitted by
         applicable law, late payment interests computed over the period between
         the due



                                      -43-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         date and the actual date on which said sum is paid, at a rate of
         interest per annum equal to EONIA+1.00%.

B.       Late payment interests shall be owed even if the Transferee did not
         declare the termination of this Agreement pursuant to Clause 40. Late
         payment interests shall not be exclusive of payment of a compensation
         to remedy certain and specific damages suffered by the Transferee, in
         accordance with the provisions of Clause 42.

45.      TAXES

A.       Any amount which should be paid or remitted by the Originator in favor
         of the Transferee under this Agreement shall be made net of any
         deduction or withholding (with the exception of corporate income tax),
         unless the Originator is required to make said deduction or
         withholding, in which case, to the extent permitted by law, the
         Originator shall increase the amount to be paid or remitted to the
         Transferee such that following said deduction or withholding, the
         Transferee shall receive a net amount (free of any deduction or
         withholding of tax) which is equal to what it would have received had
         there been no such deduction or withholding.

B.       In the event and to the extent of any taxes, duties or charges becoming
         due, being imposed upon or otherwise becoming attributable to or
         payable by the Transferee (i) in Germany (in particular any trade tax
         (Gewerbesteuer)) by whatever reason in connection with this Agreement
         or (ii) in connection with the transactions contemplated hereby or
         (iii) in connection with the income derived hereunder or thereunder or
         (iv) in connection with the refinancing by the Transferee of the
         purchase of Transferred Receivables hereunder or (v) otherwise or in
         connection with their collection or realisation, the Originator shall
         pay such additional amounts to the Transferee which are required to
         ensure that the Transferee finally is able to fulfil its tax payment
         obligations and therefore receives, and is able to retain at any time
         for its free disposal in full an unreduced amount being equal to the
         aggregate of all amounts collected in relation to Transferred
         Receivables.

C.       If the applicable laws do not permit the aforementioned increase to be
         made, the Transferee and the Originator shall consult with one another
         in the shortest possible time and endeavor in good faith to find a
         solution mutually acceptable to the Parties.

D.       If such an agreement cannot be reached within 30 calendar days
         following the effective date of said levy, deduction or withholding of
         tax, the Final Transfer Date shall be deemed to have occurred on the
         30th calendar day following the effective date of said levy, deduction
         or withholding of tax.

46.      CHANGE IN CIRCUMSTANCES

A.       If, as a result of:

         (a)      any new law, regulation, directive or any amendment to any
                  law, regulation or directive or any change in the manner it is
                  interpreted by a governmental authority responsible for its
                  enforcement; or

         (b)      any compliance by the Transferee (or its parent company) with
                  a recommendation or regulation of a competent central bank or
                  any other financial, monetary or other authority



                                      -44-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

                  (including but not limited to a recommendation or regulation
                  affecting the capital adequacy requirements applicable to the
                  Transferee (or its parent company) in light of its obligations
                  and such amounts as are owed to it under this Agreement);

B.       (a)      the Transferee (or its parent company):

                  (i)      incurs a cost as a result of granting, financing or
                           maintaining the Transferee's Commitment; or

                  (ii)     suffers an increase in the cost of granting,
                           financing or maintaining the Transferee's Commitment;
                           or

                  (iii)    is compelled to make any payment whatsoever or to
                           waive any return based on or computed by reference to
                           the gross amount of those sums of any kind which it
                           has received or is entitled to receive from the
                           Originator pursuant to this Agreement; or

         (b)      any amounts payable to the Transferee under this Agreement or
                  any related documents is reduced or any regulatory capital
                  adequacy requirements, as imposed on the Transferee (or its
                  parent company) as the result of the Transferee entering into
                  this Agreement and any transactions contemplated thereby, is
                  increased;

         (c)      it becomes impossible for the Originator to fulfil its
                  obligations pursuant to this Agreement; or

         (d)      it becomes unlawful for the Transferee (or its parent company)
                  to maintain or give effect to its obligations as contemplated
                  in this Agreement or impossible for the Transferee to maintain
                  the Transferee's Commitment; or

         (e)      any new condition is imposed on the Transferee (or its parent
                  company) in respect of this Agreement;

C.       then in each of those cases:

         (a)      the Transferee shall give the Originator written notice of
                  that event; and

         (b)      the Transferee shall be entitled to claim from the Originator
                  payment of compensation for the entire term of this Agreement
                  in an amount sufficient to compensate the Transferee (or its
                  parent company, respectively) for said incurred costs,
                  reduction, payment or relinquishment of any return actually
                  borne by the Transferee (or its parent company, respectively)
                  and which arose subsequent to the date of receipt by the
                  Originator of the above-mentioned notification; or

         provided that (i) if the Originator contests the amount of the
         compensation claimed by the Transferee, the Transferee and the
         Originator shall promptly consult with one another within a 30-calendar
         day period during which each Party endeavors in good faith to find a
         solution mutually acceptable to the Parties; and (ii) if the Parties
         are unable to reach agreement by the end of that 30-calendar day
         period, the Originator shall pay the amount of the compensation as
         determined by the Transferee and the Final Transfer Date shall be
         deemed to have occurred on the last calendar day of the consultation
         over the said 30-calendar day period.



                                      -45-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

D.       The Transferee hereby undertakes to give the Originator written notice
         of its becoming aware of any possibility of the occurrence of any event
         described in paragraph A of this Clause.

47.      EXPENSES

         The Originator shall reimburse the Transferee, upon duly justified
         written request of the Transferee, all reasonable and documented
         expenses (including court and lawyers' costs and fees) arising from any
         modification to this Agreement and from any protection or enforcement
         of the rights of the Transferee under this Agreement.

48.      SUB-CONTRACTING AND SUBSTITUTION

A.       Each Party shall have the right to add or appoint a third party to
         assist it in the performance of certain tasks, provided that it has so
         informed the other Parties and the Rating Agency.

         In addition, each Party shall have the right to nominate a third party
         to replace it in the performance of certain tasks, provided that:

         (i)      it has so informed the other Parties, or, concerning the
                  Originator, it has obtained the prior approval of the
                  Transferee;

         (ii)     it shall remain responsible for the proper performance of its
                  obligations in accordance with Section 278 of the German Civil
                  Code and the third party expressly waives any contractual
                  recourse against the other Parties, unless this Agreement
                  expressly provides for the contrary;

         (iii)    the third party undertakes to perform all of the obligations
                  to which the said Party is subject under this Agreement.

B.       The Transferee has appointed BNP Paribas to act in its name and on its
         behalf in all matters relating to this Agreement and, in that capacity,
         to perform all of its obligations under this Agreement. BNP Paribas
         shall only be accountable to the Transferee for the performance of its
         duties and obligations under this Agreement, and shall not be
         accountable to any third party or anyone else whosoever, and shall only
         be liable for gross negligence and willful misconduct.

49.      CONFIDENTIALITY

         Each Party undertakes to treat any and all information that comes to
         its knowledge concerning the other Party as confidential.

         This undertaking shall not:

         (i)      prevent the transmission of any information to supervisory
                  authorities, statutory auditors, legal advisers, tax
                  authorities, the Rating Agency, the Issuer of Reference or any
                  other entities appointed pursuant to Clause 48;



                                      -46-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

         (ii)     preclude the possibility of any Party using any information to
                  protect or enforce its rights under this Agreement, notably by
                  bringing any legal action.

    This confidentiality undertaking shall remain in effect for three (3) years
    from the Agreement Termination Date.

50.      BENEFIT OF THE AGREEMENT

The benefit of this Agreement shall not be transferred to any third party
without the prior written consent of any Party.

51.      NOTICES, COMMUNICATION AND DOCUMENTS

51.1.    Addresses

Unless otherwise subsequently notified to each of the Parties on the following
terms, all notices, communication and documents in connection with this
Agreement shall take effect as of the date that it is received, and shall be
transmitted by way of registered mail with acknowledgment of receipt requested,
or by facsimile, to:

(i)      The Originator:

         Ingram Micro Distribution GmbH

         Title:                           Chief Financial Officer
         For the attention of:            Karl-Heinz Muller

         Mail to:                         karl-heinz.mueller@ingrammicro.de

         Address:                         Heisenbergbogen 3, 85609 Dornach
         Fax:                             +49 89 4208 1141
         Tel:                             +49 89 4208 2242
         E-mail:                          karl-heinz.mueller@ingrammicro.de

(ii)     The Depositor:

         Ingram Micro Holding GmbH

         Title:                           Senior Manager Treasury Central Region
         For the attention of:            Cornelia Hesse

         Mail to:

         Address:                         Heisenbergbogen 3, D-85609 Dornach
         Fax:                             +49-89-2080 836 52
         Tel:                             +49-89-4208 1378
         E-mail:                          Cornelia.hesse@ingrammicro.de


                                      -47-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

(ii)     The Guarantor (Ingram Micro Inc.):

         Title:                        Worldwide Treasurer
         For the attention of:         Jim Ricketts
         Title:                        General Counsel
         For the attention of:         Jim Anderson

         Address:                      1600 E. St. Andrew Place, Santa Ana,
                                       CA 92705, U.S.A.
         Fax:                          (714) 566-7873
         Tel:                          (714)566-1000
         E-mail:                       jim. ricketts@ingrammicro. com
                                       jim.anderson@ingrammicro.com

(iii)    The Transferee (BNP Bank N.V. represented by BNP Paribas):

         Address:                      3, rue d'Antin, 75002 Paris, France
         Fax:                          (+33 1)42986919
         Tel:                          (+33 1)43 169186/0142986613
         E-mail:                       marylene.monci@bnpparibas.
                                       com/eric.lefol@bnpparibas.com

         For the attention of:         Marylene Monci / Eric Lefol

         In addition, a copy of any notice, communication or document in
         connection with this Agreement shall be automatically and
         simultaneously sent to Ingram European Coordination Center N.V./S.A. at
         the following address:

         Ingram Micro Coordination Center BVBA/Sprl.:

         Title:                        Treasury Project Manager-Europe
         For the attention of:         Beatrice Ransquin
         Title:                        Senior Director Treasury Europe
         For the attention of:         Luc Vlaminck

         Address:                      Luchthavenlaan 25 A, 1800 Vilvoorde,
                                       Belgium
         Fax:                          00 32 2 254 92 90
         Tel:                          0032 2 254 92 95
         E-mail:                       beatrice.ransquin@ingrammicro-europe.com
                                       luc.vlaminck@ingrammicro-europe.com



                                      -48-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

51.2.    Effectiveness

         Unless otherwise mutually agreed by each of the Parties, any notice,
         communication or document made or delivered by one person to another
         under or in connection this Agreement will only be effective:

         (i)      if by way of fax, when received in legible form; or

         (ii)     if by way of registered mail with acknowledgement of receipt
                  requested, when received by the relevant person or officer in
                  charge; or

         (iii)    if by way of electronic mail, when received in legible and
                  virus-free form.

52.      EXERCISE OF RIGHTS

         Absent an express waiver, any failure by a Party to exercise its rights
         under this Agreement shall not constitute a waiver of those rights.

53.      LANGUAGE

         Any document provided under or in connection with this Agreement,
         including all or part of its Schedules, shall be made in English.

54.      INDIVISIBILITY

A.       If a provision of this Agreement is or becomes void or ceases to be
         effective and enforceable, the legality, validity or enforceability of
         any other provision of this Agreement shall not be affected thereby.
         However, the Parties shall modify any provision of the Agreement which
         becomes or ceases to be effective and enforceable, invalid or
         unenforceable, to the extent that it is reasonably possible to modify
         such provision in order for it to become legal, valid and enforceable
         and after the mutual written consent of the Parties.

B.       If, after the execution of this Agreement, any additional formality
         proves to be necessary in connection with this Agreement or each
         instrument delivered by any Party pursuant to its terms, each Party
         undertakes to fulfil such formality that another Party may reasonably
         request, to the extent that such formality does not substantially
         modify its rights and obligations under the Agreement.

55.      GOVERNING LAW - JURISDICTION - COUNTERPARTS

A.       This Agreement shall be governed by, and construed in accordance with
         German law if not explicitly provided otherwise in this Agreement.

B.       Any dispute as to the validity, execution, interpretation or any other
         matter arising from this Agreement shall be subject to the jurisdiction
         of the District Court (Landgericht) in Frankfurt am Main, Germany.



                                      -49-

HENGELER MUELLER                                                    BNP / Ingram
                                                                          GMRTSA

C.       Each of the US Guarantees shall be governed by the laws of the State of
         California and subject to the jurisdiction of the Courts of the State
         of California.

D.       This Agreement may be executed (including execution by facsimile) in
         one or more counterparts (Ausfertigungen). Each signed counterpart
         shall constitute an original.

56.      CONTINUITY

         Each of the parties hereto hereby agrees with the other parties hereto
         that all provisions of the German Master Receivables Transfer and
         Servicing Agreement originally dated August 14, 2003, as amended and
         restated on December 29, 2003, any transactions thereunder and any
         rights and obligations created thereunder shall continue to be in full
         force and effect, as hereby amended and restated. Any references in any
         agreement or document to this Agreement shall be to the German Master
         Receivables Transfer and Servicing Agreement, originally dated August
         14, 2003, as amended and restated on December 29, 2003, as hereby
         amended and restated. With respect to any time prior to the date
         hereof, the terms of the German Master Receivables Transfer and
         Servicing Agreement dated August 14, 2003, as amended and restated on
         December 29, 2003, shall not be affected hereby.

                                 EXECUTION PAGE


As amended and restated on March 31, 2004

BNP PARIBAS BANK N.V.


By: /s/



INGRAM MICRO DISTRIBUTION GMBH


By: /s/



By: /s/



INGRAM MICRO HOLDING GMBH


By: /s/