EXHIBIT 10.1

AMENDMENT NO. 2

  Dated as of July 21, 2006

to

RECEIVABLES SALE AGREEMENT

and

RECEIVABLES FUNDING
  AGREEMENT

  Dated as of July 29, 2004 


       THIS AMENDMENT
  NO. 2 (this “Amendment”) is entered into as of July 21, 2006 by and among INGRAM FUNDING INC., a Delaware corporation (the “Borrower”), INGRAM MICRO INC., a Delaware
corporation (“Ingram Micro”), individually, as originator and as servicer (in such capacity, the “Servicer”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Lender”)
as parties to the Sale Agreement and/or the Funding Agreement, as applicable,
each as referred to below. Capitalized terms used in this Amendment which are
not otherwise defined herein shall have the meanings given such terms in Annex
X to the Funding Agreement and the Sale Agreement. 

RECITALS:


       WHEREAS, Ingram
  Micro, individually and as an originator, and the Borrower are parties to that
  certain Receivables Sale Agreement, dated as of July 29, 2004, as amended by
Amendment No. 1 thereto, dated as of March 22, 2006 (the “Sale Agreement”); 


       WHEREAS, the
  Borrower, the Servicer and the Lender are parties to that certain Receivables
  Funding Agreement, dated as of July 29, 2004, as amended by Amendment No. 1
thereto, dated as of March 22, 2006 (the “Funding Agreement”); 


       WHEREAS, many
  of the defined terms used in the Sale Agreement and Funding Agreement are set
forth in Annex X attached thereto (“Annex X”); and 


       WHEREAS, Annex
  5.02(a) to the Funding Agreement (“Annex 5.02(a)”) calls for the
delivery of certain financial information; 


       WHEREAS, the parties hereto desire to amend Annex X, Annex 5.02(a), the Funding Agreement and the Sale Agreement on the terms set forth herein; 


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



















        Section 1. Amendments. As of the Effective Date (as hereafter defined), and subject to the satisfaction of the
    conditions precedent set forth in Section 2 hereof, the parties hereto agree as follows: 

        1.1 The Sale Agreement is hereby amended by deleting the proviso to the third sentence of Section 2.01(c) . 

        1.2 The Funding Agreement is hereby amended as follows: 

  
           (a)
          Section 2.02(c) is hereby amended by deleting “July 29,
      2006” in the third line and replacing it with “the Final Advance
      Date”,
      by deleting “$600,000,000” in the fourth line and replacing it
      with “$650,000,000” and
      by deleting “and (ii) prior
      to any such increase being effective, the Borrower shall pay to the Lender
      a fee in an amount equal to the product of (x) the amount by which the
      Commitment is being increased and (y) the percentage specified as the Commitment
      Increase Fee Percentage in the Fee Letter” as well as the “(i)” at
      the beginning of the phrase immediately preceding such deleted text. 

          (b) Section 5.03(g) is amended by adding the following new sentence at the end thereof: 

    
      “It is agreed that the Borrower is permitted to participate in the consolidated cash management system maintained by the Parent as contemplated by (and in compliance with the requirements of) clause (c) of Article XV of the
      Borrower’s Amended and Restated Certificate of Incorporation, and
      that doing so does not constitute a lending transaction or advance of credit
      prohibited by this subsection (g).” 

          (c) Section 5.03 (h) is amended by adding the following new sentences at the end thereof: 

  

  
    “The Borrower will not permit the sum of
    (i) the aggregate principal amount of all Subordinated Loans from all Originators
    and (ii) the aggregate principal amount of all Advances outstanding on any
    date to exceed an amount equal to the aggregate Outstanding Balance of the
    Transferred Receivables on such date. It is agreed that the Borrower may
    incur Subordinated Loans pursuant to the Subordinated Notes to evidence dividends
    or other distributions of capital payable that have been declared in compliance
    with Section 5.03(g); provided that
    the Borrower shall give 15 days’ prior notice to the Lender of its intention
    to incur Subordinated Loans for such purpose, and such notice shall specify
    the amount of the dividend or other distribution of capital, and the total
  amount of Subordinated Loans that would be outstanding 




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    after giving effect thereto (assuming no other
    increase or decrease in the principal amount of the Subordinated Loans between
    the date of such notice and the payment thereof).” 

  
          (d) Section 5.03 is further amended by adding a new subsection (l) at the end thereof reading as follows: 

          (l) The Borrower shall not at any time permit its equity capital to be less than $35,000,000. 

  

  
    1.3 Annex X is hereby amended as follows: 

  
    
            (a) The definition of “Commitment” is
      amended by deleting “Five
      Hundred Million ($500,000,000)” and replacing it with “Five Hundred
      Fifty Million ($550,000,000)”. 

          (b) The
        definition of “Final Advance Date” is amended by deleting “March 31, 2008” and replacing it with “July 30,
      2010”. 

          (c) The
        definition of “Unused Commitment Fee” is amended by deleting “0.375%” in clause (ii) and replacing it with
“0.25%” . 

  

  
    1.4 Annex 5.02(a) is hereby amended by re-lettering subsection (c) through (e) as subsections (d) through (f) and inserting the following as subsection (c): 

  
    
       “(c) Quarterly Financials of the Borrower. As soon as available, and in any event within sixty (60) days after the end of each fiscal quarter (other than the last
      quarter of such fiscal year), financial information regarding the Borrower, consisting of its unaudited balance sheet as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year
      ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the president,
      chief financial officer or treasurer of the Borrower that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Borrower, in each case as at the end of such quarter and for the
      period then ended (subject to (i) the qualifications referred to at the end of the immediately preceding sentence and (ii) any residual effect of the matters referred to in Section 9 of Amendment No. 2 to this Agreement dated as of July 21, 2006),
      (B) any other information presented is true, correct and complete in all material respects and (C) as of the date of the financials, there was no 

  




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      Incipient Termination Event or Termination
      Event in existence as of such time or, if an Incipient Termination Event
      or Termination Event shall have occurred and be continuing, describing
      the nature thereof and all efforts the Borrower has taken or proposes to
      take with respect thereto.”

  

        Section 2. Conditions of Effectiveness of this Amendment.
        This Amendment shall become effective as of the date hereof (the “Effective Date”)
  when, and only when: 

  
          2.1 The
        Lender shall have received counterparts of this Amendment and the Amendment
        to the Fee Letter, dated as of July 21, 2006 (the “Fee
      Letter Amendment”), duly executed by each of the parties hereto.

          2.2 The Lender shall have received written reaffirmation of the July 29, 2004 true sale/non-consolidation opinion from counsel to Ingram Micro
      and the Borrower, in form and substance satisfactory to the Lender.

          2.3 The Borrower shall have executed and delivered to the Lender a new Revolving Note, dated as of the Effective Date, or a date no earlier
      than five days before the Effective Date, in the amount of $650,000,000. 

          2.4 Each of the following conditions shall have been satisfied: 

    
            (a) each representation and warranty by the Borrower contained in the Sale Agreement and the Funding Agreement (each as amended hereby) and in
        each other Related Document shall be true and correct in all material respects as of the date hereof, except to the extent that such representation or warranty expressly relates solely to an earlier date; 

            (b) no
        Incipient Termination Event or Termination Event hereunder
        or any “Event of Default” under (and as defined in) the Credit
        Agreement (as in effect on the date hereof) shall have occurred and be
        continuing or would result after giving effect to any of the transactions
        contemplated on the date hereof; 

            (c) each representation and warranty by Ingram Micro contained in the Sale Agreement (as amended hereby) and in each other Related Document
        shall be true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates solely to an earlier date; and 

    

  




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            (d) the Borrower shall pay to the Lender the Extension Fee (as defined in the Fee Letter). 

    

  

        Section 3. Representations and Warranties.
        Each of Ingram Micro and the Borrower hereby represents and warrants
        that this Amendment and each of the Sale Agreement and the Funding Agreement,
        each as amended hereby, constitute legal, valid and binding obligations
        of such Person and are enforceable against such Person in accordance
        with their respective terms subject to (i) applicable bankruptcy, insolvency,
        reorganization, moratorium and other similar laws affecting the enforcement
        of creditors’ rights generally, from time to time in effect and
        (ii) general principles of equity (whether enforcement is sought by a
  proceeding in equity or at law). 

  
         Section 4. Reference to and Effect on Related Documents. 

  
          4.1 Upon the effectiveness of this Amendment pursuant to Section 2 hereof, on and
      after the Effective Date, each reference to the Funding Agreement, Sale Agreement, Annex X and Annex 5.02(a) in any of the Related Documents shall mean and be a reference to the Funding Agreement, the Sale Agreement, Annex X and Annex 5.02(a), as
      amended hereby. 

          4.2 Except as specifically set forth above, the Sale Agreement, the Funding Agreement, Annex X and Annex 5.02(a), and all other documents,
      instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. 

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

  

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

        Section 6. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any
  number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

        Section 7. Entire Agreement. This Amendment, taken together with the Sale Agreement, the Funding Agreement,
  the Fee Letter and all of the other Related Documents, embodies the entire agreement and 




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    understanding of the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof. 

        Section 8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the
    State of New York applicable to contracts made and performed in such State and any applicable laws of the United States of America. 

  
    Section 9. Waiver.
    The Lender hereby waives any Termination Event (including
    any Event of Servicer Termination or any Purchase Termination Event) resulting
    from (a) the books and records, reports and financial statements of the Borrower
    having reflected the amount of  Transferred Receivables as an amount equal to
    the amount of the Net Receivables Balance and (b) the aggregate principal amount
    of the Subordinated Loans having exceeded the limitation set forth in the proviso
    to Section 2.01(c) of the Sale Agreement  (as in effect prior to giving effect
    to this Amendment), it being understood and agreed that such waiver is effective
    only for and in respect of periods prior to the date hereof and are one-time
    waivers only. Nothing herein shall obligate the  Lenders to grant any future
    waivers or consents. 

        Section 10. No Course of Dealing. The Lender has entered into this Amendment on the express understanding with
    the Borrower and Ingram Micro that in entering into this Amendment, it is not establishing any course of dealing with the Borrower and Ingram Micro. The rights of the Lender to require strict performance with all the terms and conditions of the Sale
    Agreement and the Funding Agreement, as amended by this Amendment and the other Related Documents, shall not in any way be impaired by the execution of this Amendment. The Lender shall not be obligated in any manner to execute any further amendments
    or waivers, and if such waivers or amendments are requested in the future, assuming the terms and conditions thereof are acceptable to them, the Lender may require the payment of fees in connection therewith. 




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       IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written. 


  	 INGRAM MICRO INC., individually, as
      an 
	 Originator and as the Servicer 
	 	 	 
	By:	/s/ Kevin M. Murai
	 	

	 	Name:	 Kevin
      M. Murai 
	 	Title:	 President
      and Chief Operating Officer 


  


  


  	 INGRAM FUNDING INC., as Borrower 
	 	 	 
	By:	 /s/ Kevin M. Murai 
	 	

	 	Name:	Kevin M. Murai
	 	Title:	President


  


  


  	 GENERAL ELECTRIC CAPITAL 
	 CORPORATION, as Lender 
	 	 	 
	By:	/s/ Eugene Seip 
	 	

	 	Name:	Eugene
      Seip 
	 	Title:	Duly Authorized Signatory


  


  






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Amendment No. 2