Entry into a Material Definitive Agreement

Exhibit 10.1

OMNIBUS AMENDMENT NO. 1

     This OMNIBUS AMENDMENT NO. 1, dated as of April 28, 2011 (this “Amendment”), is entered into among INGRAM FUNDING INC., a Delaware corporation, as seller (the “Seller”), INGRAM MICRO INC., a Delaware corporation, as initial servicer (in such capacity, the “Servicer”) and as originator (in such capacity, the “Originator”), THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchasers”), THE PURCHASER AGENTS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchaser Agents”) and BNP PARIBAS, a bank organized under the laws of France, acting through its New York Branch, as program administrator (in such capacity, the “Administrative Agent”) for each Purchaser Group.

BACKGROUND

     The parties to this Amendment are also parties to a Receivables Purchase Agreement, dated as of April 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). The Originator and the Seller are also parties to a Receivables Sale Agreement, dated as of April 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”). The parties are entering into this Amendment to amend or otherwise modify the Receivables Purchase Agreement and the Receivables Sale Agreement (collectively, the “Agreements”).

AGREEMENT

     1. Definitions. Capitalized terms are used in this Amendment as defined in Exhibit I of the Receivables Purchase Agreement.

     2. Amendments to Receivables Purchase Agreement. The parties to the Receivables Purchase Agreement agree that the Receivables Purchase Agreement is hereby amended as follows:

     (a) Exhibit I of the Receivables Purchase Agreement is hereby amended as follows:

     the definition of “Termination Date” is hereby amended by replacing the text “April 26, 2013” with the text “April 28, 2014” where it appears therein.

     (b) Schedule X of the Receivables Purchase Agreement is hereby replaced by Schedule X attached hereto.

     3. Amendment to Section 1.1 of the Receivables Sale Agreement. The parties to the Receivables Sale Agreement agree that Section 1.1 of the Receivables Sale Agreement is hereby amended as follows:

     The definition of “Purchase Termination Date” is hereby amended by replacing the text “April 26, 2013” with the text “April 28, 2014” where it appears therein.

     The Administrative Agent and the Majority Purchasers hereby consent to such amendments to the Receivables Sale Agreement.

     4. Conditions. The amendments described in Sections 2 and 3 above shall become effective upon the date on which each of the following conditions shall have been satisfied:

     (a) this Amendment shall have been executed and delivered by each party hereto;

     (b) the Administrative Agent and each Purchaser Agent shall have received certified copies of the resolutions of the board of directors of the Seller authorizing the execution, delivery, and performance by the Seller of this Amendment and that certain fee letter, dated as of the date hereof, among the Originator, the Seller, the Administrative Agent and The Bank of Nova Scotia (“BNS”); and

     (c) the Administrative Agent and each Purchaser Agent shall have received a favorable opinion of Davis Polk & Wardwell, counsel for the Seller and the Originator, addressed to the Administrative Agent, each Purchaser, each Purchaser Agent and each Alternate Purchaser in form and substance reasonably satisfactory to the Administrative Agent.

     5. Reallocation. Each of the parties hereto severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, BNP Paribas, as an Alternate Purchaser (“BNP”), hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to BNS, as an Alternate Purchaser, and BNS hereby irrevocably purchases from BNP, a portion of the rights and obligations of BNP under the Receivables Purchase Agreement and each other Transaction Document in respect of the Maximum Purchase Amount of BNP under the Receivables Purchase Agreement such that, after giving effect to the foregoing assignment and delegation, each Alternate Purchaser’s Maximum Purchase Amount for the purposes of the Receivables Purchase Agreement and each other Transaction Document will be as set forth below such Alternate Purchaser’s signature to this Amendment.

     6. Ratification. This Amendment constitutes an amendment to the Agreements. After the execution and delivery of this Amendment, all references to the Agreements in any document shall be deemed to refer to the Agreements as amended by this Amendment, unless the context otherwise requires. Except as amended above, the Agreements are hereby ratified in all respects. Except as set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or remedy of the parties hereto under the Agreements, nor constitute an amendment or waiver of any provision of the Agreements. This Amendment shall not constitute a course of dealing among the parties hereto at variance with the Agreements such as to require further notice by any of the Administrative Agent, the Purchaser Agents or the Purchasers to require strict compliance with the terms of the Agreements in the future, as amended by this Amendment, except as expressly set forth herein. Each of the Seller, the Servicer and the Originator hereby acknowledges and expressly agrees that each of the Administrative Agent, the Purchaser Agents and the Purchasers reserves the right to, and does in fact, require strict compliance with all terms and provisions of the Agreements, as amended herein.

     7. Miscellaneous. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

SCHEDULE X

FISCAL MONTHS

Fiscal Month-End Dates for Yrs. 2010, 2011, 2012, 2013 and 2014

2010		Start Date		End Date		2012		Start Date		End Date
January		Jan 3, 2010		Jan 30, 2010		January		Jan 1, 2012		Jan 28, 2012
February		Jan 31, 2010		Feb 27, 2010		February		Jan 29, 2012		Feb 25, 2012
March		Feb 28, 2010		Apr 3, 2010		March		Feb 26, 2012		Mar 31, 2012
April		Apr 4, 2010		May 1, 2010		April		Apr 1, 2012		Apr 28, 2012
May		May 2, 2010		May 29, 2010		May		Apr 29, 2012		May 26, 2012
June		May 30, 2010		Jul 3, 2010		June		May 27, 2012		Jun 30, 2012
July		Jul 4, 2010		Jul 31, 2010		July		Jul 1, 2012		Jul 28, 2012
August		Aug 1, 2010		Aug 28, 2010		August		Jul 29, 2012		Aug 25, 2012
September		Aug 29, 2010		Oct 2, 2010		September		Aug 26, 2012		Sep 29, 2012
October		Oct 3, 2010		Oct 30, 2010		October		Sep 30, 2012		Oct 27, 2012
November		Oct 31 , 2010		Nov 27, 2010		November		Oct 28, 2012		Nov 24, 2012
December		Nov 28 , 2010		Jan 1, 2011		December		Nov 25 , 2012		Dec 29, 2012

2011		Start Date		End Date		2013		Start Date		End Date
January		Jan 2, 2011		Jan 29, 2011		January		Dec 30, 2012		Jan 26, 2013
February		Jan 30, 2011		Feb 26, 2011		February		Jan 27, 2013		Feb 23, 2013
March		Feb 27, 2011		Apr 2, 2011		March		Feb 24, 2013		Mar 30, 2013
April		Apr 3, 2011		Apr 30, 2011		April		Mar 31, 2013		Apr 27, 2013
May		May 1, 2011		May 28, 2011		May		Apr 28, 2013		May 25, 2013
June		May 29, 2011		Jul 2, 2011		June		May 26, 2013		Jun 29, 2013
July		Jul 3, 2011		Jul 30, 2011		July		Jun 30, 2013		Jul 27, 2013
August		Jul 31, 2011		Aug 27, 2011		August		Jul 28, 2013		Aug 24, 2013
September		Aug 28, 2011		Oct 1, 2011		September		Aug 25, 2013		Sep 28, 2013
October		Oct 2, 2011		Oct 29, 2011		October		Sep 29, 2013		Oct 26, 2013
November		Oct 30 , 2011		Nov 26, 2011		November		Oct 27 , 2013		Nov 23, 2013
December		Nov 27 , 2011		Dec 31, 2011		December		Nov 24, 2013		Dec 28, 2013

2014		Start Date		End Date
January		Dec 29, 2013		Jan 25, 2014
February		Jan 26, 2014		Feb 22, 2014
March		Feb 23, 2014		Mar 29, 2014
April		Mar 30, 2014		Apr 26, 2014
May		Apr 27, 2014		May 24, 2014
June		May 25, 2014		Jun 28, 2014
July		Jun 29, 2014		Jul 26, 2014
August		Jul 27, 2014		Aug 23, 2014
September		Aug 24, 2014		Sep 27, 2014
October		Sep 28, 2014		Oct 25, 2014
November		Oct 26, 2014		Nov 22, 2014
December		Nov 23, 2014		Dec 27, 2014