Exhibit
10.2

       

      AMENDMENT
NO. 1

      TO CREDIT
AGREEMENT

       

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

       

      W I T N E S S E T H
:

       

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

       

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

       

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

       

      PART
I

      DEFINITIONS

       

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

       

      PART
II

      AMENDMENTS
TO EXISTING CREDIT AGREEMENT

       

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

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (b)           Micro
will not at the end of any Fiscal Period permit (i) Total Indebtedness of
Subsidiaries (other than Indebtedness of any Guarantor under any Loan Document,
Indebtedness of any Subsidiary of Micro in respect of the credit agreement dated
as of July 17, 2008 among Micro, various lenders and Scotia Capital, as
administrative agent, and Indebtedness constituting Acquired Existing Debt and
Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to
be violated.

       

      PART
III

      CONDITIONS
TO EFFECTIVENESS

       

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

       

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

       

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

       

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

       

      PART
IV

      MISCELLANEOUS
PROVISIONS

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                INGRAM
      MICRO INC.

              	 
      	
                INGRAM
      MICRO COORDINATION CENTER, B.V.B.A.

              	 
	 	 	 	 
	 	 	 	 
	
                By:

              	
                /s/
      Alain Monie

              	 
      	
                By:

              	
                /s/
      Jay Forbes

              	 
	 
      	
                Name:

              	
                Alain
      Monie

              	 
      	 
      	
                Name:
      Jay Forbes

              	 
	 
      	
                Title:

              	
                President
      and Chief Operating

              	 
      	 
      	
                Title:  
      Executive Vice President and 

              	 
	 
      	 
      	
                Officer

              	 
      	 
      	
                   President EMEA

              	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	
                
                  /s/
      William D. Humes

                

              	 
      	 
      	 
      	 
	 
      	
                Name:

              	
                William
      D. Humes

              	 
      	 
      	 
      	 
	 
      	
                Title:

              	
                Executive
      Vice President and

              	 
      	 
      	 
      	 
	 
      	 
      	
                Chief
      Financial Officer

              	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
	
                INGRAM
      MICRO EUROPE TREASURY LLC

              	 
      	 
      	 
      	 
	
                By:  Ingram
      Micro Inc.,  as its sole member

              	 
      	 
      	 
      	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                
                  /s/
      Alain Monie

                

              	 
      	 
      	 
      	 
	 
      	
                Name:

              	
                Alain
      Monie

              	 
      	 
      	 
      	 
	 
      	
                Title:

              	
                President
      and Chief Operating

              	 
      	 
      	 
      	 
	 
      	 
      	
                Officer,
      Ingram Micro Inc.

              	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                Manager,
      Ingram Micro Europe

              	 
      	 
      	 
      	 
	 
      	
                Treasury
      LLC

              	 
      	 
      	 
      	 


      

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      


      
        	 
      	
                THE
      BANK OF NOVA SCOTIA

              	 
	 	 	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                /s/ Diane Emanuel

              	 
	 
      	 
      	
                Name: Diane
      Emanuel

              	 
	 
      	 
      	
                Title:   
      Director

              	 


      

      


       

      


       

      


       

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


       

      


      
        	 
      	
                BANK
      OF AMERICA, N.A.

              	 
	 	 	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                /s/ Debra E. Delvecchio

              	 
	 
      	 
      	
                Name:
      Debra E. Delvecchio

              	 
	 
      	 
      	
                Title:  
      Managing Director

              	 


      

       

      


       

      


       

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      
        	 
      	
                UNION
      BANK OF CALIFORNIA, N.A.

              	 
	 	 	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                /s/ James Heim

              	 
	 
      	 
      	
                Name: 
      James Heim

              	 
	 
      	 
      	
                Title:   
      Vice President

              	 


      

       

       

       

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
        	 
      	
                KEYBANK
      NATIONAL ASSOCIATION

              	 
	 	 	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                /s/ Sarah Dill

              	 
	 
      	 
      	
                Name: 
      Sarah Dill

              	 
	 
      	 
      	
                Title:   
      Vice President    

              	 
	 
      	 
      	 
      	 


      

       

      


      


       

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


       

      


      
        	 
      	
                MIZUHO
      CORPORATE BANK, LTD.

              	 
	 	 	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                
                  /s/ Bertram Tang

                

              	 
	 
      	 
      	
                Name: 
      Bertram Tang

              	 
	 
      	 
      	
                Title:    
      Authorized Signatory

              	 


      

       

      


       

       

      


       

      


       

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


       

      


      
        	 
      	
                BNP
      PARIBAS

              	 
	 
      	 
      	 
      	 
	 	 	 	 
	 	 	 	 
	 
      	
                By:

              	
                /s/ Mathew Harvey

              	 
	 
      	 
      	
                Name: 
      Mathew Harvey

              	 
	 
      	 
      	
                Title:    
      Managing Director

              	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                /s/ William Davidson

              	 
	 
      	 
      	
                Name:
      William Davidson

              	 
	 
      	 
      	
                Title:   
      Director

              	 


      

       

       

       

      


       

      


       

      


       

      One of
Several Signature Pages to

      Amendment
No. 1 to Credit Agreement

       

      
        10