Sch II-2

Ingram Micro/Credit Agreement

EXHIBIT A-1

REVOLVING NOTE

_______________, _____

FOR VALUE RECEIVED, _____________________, (a _______________ organized and existing under the laws of _______________, the “Borrower”), promises to pay to the order of ________________ (the “Lender”) on the Commitment Termination Date or on such other date that is provided in the Credit Agreement referred to below, the principal amount of all Outstanding Credit Extensions consisting of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of _________, 2011, among the Borrower, [NAMES OF OTHER INITIAL BORROWERS], certain financial institutions (including the Lender) as lenders, The Bank of Nova Scotia, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as the co-syndication agents for the lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this Revolving Note.

The Borrower also promises to pay interest on those Outstanding Credit Extensions from time to time outstanding from the date of this Revolving Note until and after maturity (by acceleration or otherwise) until paid, at the annual interest rates provided in the Credit Agreement.

Payments of both principal of and interest on each Revolving Loan evidenced by this Revolving Note shall be made in the relevant Required Currency in same day or immediately available funds to the account designated by the Administrative Agent under the Credit Agreement.

This Revolving Note is one of the Revolving Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for (a) a statement of the terms and conditions on which the Borrower is permitted and required to make repayments of principal of the Indebtedness evidenced by this Revolving Note and on which that Indebtedness may be declared to be immediately due and payable and (b) other provisions of the Credit Agreement applicable to this Revolving Note.

	[NAME OF BORROWER]

	By:
		Name:
		Title:

EXHIBIT A-2

SWING LINE NOTE

_______ __, ____

FOR VALUE RECEIVED, _____________________, (a _______________ organized and existing under the laws of _______________, the “Borrower”), promises to pay to the order of ________________ (the “Lender”) on the Commitment Termination Date or on such other date that is provided in the Credit Agreement referred to below, the principal amount of all Outstanding Credit Extensions consisting of Swing Line Loans made by the Lender to the Borrower under the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of _________, 2011, among the Borrower, [NAMES OF OTHER INITIAL BORROWERS], certain financial institutions (including the Lender) as lenders, The Bank of Nova Scotia, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as the co-syndication agents for the lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this Swing Line Note.

The Borrower also promises to pay interest on those Outstanding Credit Extensions from time to time outstanding from the date of this Swing Line Note until and after maturity (whether by acceleration or otherwise) until paid, at the annual interest rates provided in the Credit Agreement.

Payments of both principal of and interest on each Swing Line Loan evidenced by this Swing Line Note shall be made in the relevant Required Currency in same day or immediately available funds to the account designated by the Lender under the Credit Agreement.

This Note is the Swing Line Note referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for (a) a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Swing Line Note and on which that Indebtedness may be declared to be immediately due and payable and (b) other provisions of the Credit Agreement applicable to this Swing Line Note.

	[NAME OF BORROWER]

	By:
		Name:
		Title:

EXHIBIT B

BORROWING REQUEST

Dated _________________, ______

The Bank of Nova Scotia,

as Administrative Agent

720 King Street West, 2nd Floor

Toronto, Ontario

M5V 2T31

Attn:

Kevin Bird

Manager, U.S. Agency

This request is delivered to you by _______________________, (a ___________ organized and existing under the laws of _______________, the “Borrower”), under Section 3.1 of the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of __________, 2011, among the Borrower, [NAMES OF OTHER INITIAL BORROWERS], certain financial institutions as lenders, you, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as the co-syndication agents for those lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this request.

The Borrower requests that a Borrowing be extended in the total principal amount of _________________________2 denominated in ____________________,3 on _________________, ____, consisting of [Base Rate Loans] [LIBO Rate Loans having an Interest Period of [one] [three] [six] month(s).]4

Pursuant to Section 6.2.2 of the Credit Agreement, each of the delivery of this request and the acceptance by the Borrower of the proceeds of the requested Borrowing constitute a representation and warranty by each Obligor that, on the date of extending the requested Borrowing (and immediately before and after giving effect to it and to the application of the proceeds of it) all of the statements in Section 6.2.1 of the Credit Agreement are true and correct; provided that, with respect to the covenants in Section 8.2.3 of the Credit Agreement, the foregoing representation and warranty is made to the best knowledge of each Obligor (after due inquiry).

1 Notwithstanding the foregoing, at any time and from time to time, the Administrative Agent may, by notice to the Initial Borrowers, designate such other address(es) for the delivery of Borrowing Requests.

2 Insert the amount within the minimum and multiple limitations.

3 Insert the Available Currency.

4 Insert the number of months.

Without limiting the foregoing, Micro and each of its Subsidiaries is, and after giving effect to the requested Borrowing will be, in compliance with the limits described in the resolutions of Micro's board of directors delivered pursuant to Sections 6.1.1(a) and 6.3.1 of the Credit Agreement.

The Borrower agrees that, if before the time of the requested Borrowing any matter certified to in this request by it will not be true and correct at that time as if then made, then it will immediately so notify the Administrative Agent. Except to the extent, if any, that before the time of the requested Borrowing the Administrative Agent shall receive written notice to the contrary from the Borrower, each matter certified to in this request shall be deemed once again to be certified as true and correct at the date of the requested Borrowings as if then made.

Please wire transfer the proceeds of the requested Borrowing to the accounts of the following Persons at the banks indicated respectively:

Amount to be Wired	Person to be Paid		Name, Address, etc. of Banks
Amount to be Wired	Name	Account No.	Name, Address, etc. of Banks
			Attention:
			Attention:
Balance	The Borrower		Attention:

The Borrower has caused this request to be executed and delivered, and the certification and warranties in this request to be made, by its duly Authorized Person on the date first stated above.

	[NAME OF BORROWER]

	By:
		Name:
		Title:

EXHIBIT C

ISSUANCE REQUEST

Dated ____________________

The Bank of Nova Scotia,

as Administrative Agent

1 Liberty Plaza, Floors 23-26

165 Broadway

New York, New York 100061

Attention: Sandra Edwards

Manager, Standby LC

This request is delivered to you by ______________________ (a ___________ organized and existing under the laws of _______________, the “Borrower”), under Section 3.2 of the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of ___________, 2011, among the Borrower, [NAMES OF OTHER INITIAL BORROWERS], certain financial institutions as lenders, you, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as the co-syndication agents for those lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this request.

The Borrower requests that on __________________________________ (the “Date Of Issuance”), ____________________ (the “Issuer”) [issue a standby Letter of Credit in the initial Stated Amount of ___________2 denominated in ______________3 with a Stated Expiry Date of _________________, 20____] [extend the Stated Expiry Date of Irrevocable Standby Letter of Credit No. ____________, issued on _______, ____, as a Letter of Credit, in the initial Stated Amount of __________________1 denominated in _____________2 to a revised Stated Expiry Date of __________________, 20___].4

[The beneficiary of the requested Letter of Credit will be ___________,5 and the requested Letter of Credit will be in support of _____________________________4.] [The following documents must be delivered to the Issuer in connection with a drawing under the

2 Insert the amount.

3 Insert the Available Currency.

4 Insert the first set of bracketed language to request the issuance of Letter of Credit and the second set of bracketed language to request the extension of a Letter of Credit.

5 Insert name and address of beneficiary.

requested Letter of Credit: ____________________.] 5 Partial drawings under the requested Letter of Credit are [not]6 permitted.

Pursuant to Section 6.2.2 of the Credit Agreement, the delivery of this request constitutes a representation and warranty by each Obligor that, on the date of this request and immediately after giving effect to the [issuance] [extension]7 of the requested Letter of Credit, all statements in Section 6.2.1 of the Credit Agreement are true and correct; provided that, with respect to the covenants in Section 8.2.3 of the Credit Agreement, the foregoing representation and warranty is made to the best knowledge of each Obligor (after due inquiry).

Without limiting the foregoing, Micro and each of its Subsidiaries is, and after giving effect to the requested [issuance] [extension]8 will be, in compliance with the limits described in the resolutions of Micro's board of directors delivered pursuant to Sections 6.1.1(a) and 6.3.1 of the Credit Agreement.

The Borrower agrees that, if before the time of the [issuance] [extension]6 of the requested Letter of Credit, any matter certified to in this request by it will not be true and correct at that time as if then made, then it will immediately so notify the Administrative Agent. Except to the extent, if any, that before the time of the [issuance] [extension]6 of the requested Letter of Credit the Administrative Agent and the Issuer shall receive written notice to the contrary from the Borrower, each matter certified to in this request shall be deemed to be certified at the date of that issuance or extension.

The Borrower has caused this request to be executed and delivered, and the certification and warranties in this request to be made, by its duly Authorized Person as of the date first stated above.

	[NAME OF BORROWER]

	By:
		Name:
		Title:

6 Delete bracketed sentences if Issuance Request is for an extension.

7 Insert as appropriate.

8 Insert as appropriate.

EXHIBIT D

CONTINUATION NOTICE

Dated _______________, ____

The Bank of Nova Scotia,

as Administrative Agent

720 King Street West, 2nd Floor

Toronto, Ontario

M5V 2T31

Attn:

Kevin Bird

Manager, U.S. Agency

This notice is delivered to you by _______________________________ (a___________ organized and existing under the laws of _______________, the “Borrower”), under Section 4.2.3 of the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of ___________, 2011, among the Borrower, [NAMES OF OTHER INITIAL BORROWERS], certain financial institutions as lenders, you, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as co-syndication agents for those lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this notice.

The Borrower requests that, on ____________________, ____, _________________2 of the presently outstanding principal amount of the Revolving Loans originally made on ____________, ____, denominated in_______________,3 be continued as LIBO Rate Loans having an Interest Period of [one] [three] [six] month(s).4

The delivery of this notice constitutes a representation and warranty by each Obligor that no [Event of]5 Default has occurred and is continuing or will (immediately after giving effect to the requested continuation) occur and be continuing; provided that, with respect to the covenants in Section 8.2.3 of the Credit Agreement, the foregoing representation and warranty is made to the best knowledge of each Obligor (after due inquiry).

The Borrower agrees that, if before the time of that continuation any matter certified to in this notice by it will not be true and correct at such time as if then made, then it will immediately so notify the Administrative Agent. Except to the extent, if any, that, before the time of the requested continuation the Administrative Agent shall receive written notice to the contrary from

2 Insert the amount.

3 Insert the Available Currency.

4 Insert the number of months.

5 Delete bracketed text if the Borrower is requesting either the continuation of a previously-made Revolving Loan with an Interest Period longer than one month.

the Borrower, each matter certified to in this notice shall be deemed to be certified at the date of that continuation as if then made.

The Borrower has caused this notice to be executed and delivered, and the certification and warranties in this notice to be made, by its duly Authorized Person on the date first stated above.

	[NAME OF BORROWER]

	By:
		Name:
		Title:

EXHIBIT E

COMPLIANCE CERTIFICATE

Dated _______________, ____

To the Lenders and Agents party to the

Credit Agreement described below

This certificate is delivered in compliance with Sections 8.1.1(c) and (d) of the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of _____________, 2011, among Ingram Micro Inc. (a corporation organized and existing under the laws of Delaware, United States of America, “Micro”), Ingram Micro Coordination Center, B.V.B.A. (a company organized and existing under the laws of The Kingdom of Belgium), certain financial institutions as lenders, The Bank of Nova Scotia, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as the co-syndication agents for those lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this certificate.

The undersigned certifies, represent and warrants that (a) the financial statements attached hereto are a complete and correct copy of Micro’s required financial statements for the period indicated and that those financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (as interpreted in accordance with Section 1.4 of the Credit Agreement); (b) no Default has occurred and is continuing as of the date of this certificate;1 and (c) a true and correct statement of calculations demonstrating Micro’s compliance with the various requirements of Section 8.2.1, 8.2.3 and 8.2.4 of the Credit Agreement is attached.

	INGRAM MICRO INC.

	By:
		Name:
		Title:

1 If a Default has occurred and is continuing as of the date of the applicable Compliance Certificate, the text of clause (b) should be replaced with a statement of the nature of the Default and the action which Micro has taken or proposes to take with respect to it.

EXHIBIT F

EFFECTIVE DATE CERTIFICATE

This certificate is delivered pursuant to Section 6.1.2, of the Credit Agreement (the “Credit Agreement”) dated as of __________, 2011, among Ingram Micro Inc. (a corporation organized and existing under the laws of Delaware, United States of America), Ingram Micro Coordination Center, B.V.B.A. (a company organized and existing under the laws of The Kingdom of Belgium), certain financial institutions as lenders, The Bank of Nova Scotia, as the administrative agent and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as the co-syndication agents for those lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this certificate.

For and on behalf of Micro and as of the Effective Date under the Credit Agreement, the undersigned (a) certifies as to Paragraphs 4, 5, and 6 below to the Lenders and (b) certifies, represents, and warrants as to all other paragraphs below to the Administrative Agent:

1. Representations and Warranties. On the date of this certificate and both before and after giving effect to any initial Credit Extension under the Credit Agreement on the date of this certificate, the representations and warranties of each Obligor in Article VII of the Credit Agreement (excluding, however, those contained in Section 7.8 of the Credit Agreement) and in any other Loan Document are true and correct (unless stated to relate solely to an earlier date, in which case those representations and warranties were true and correct as of that earlier date).

2. Litigation Arbitration and Other Proceeding. Except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule (a) no labor controversy, litigation, arbitration, or governmental investigation or proceeding is pending or, to the knowledge of Micro, threatened against any Obligor or any of its Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity, or enforceability of the Credit Agreement or any other Loan Document, and (b) no development has occurred in any labor controversy, litigation, arbitration, or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect.

3. No Material Adverse Effect. Since January 1, 2011, there has been no event or events which, singly or in the aggregate, has or have resulted, or is or are reasonably likely to result, in a Material Adverse Effect.

4. No Defaults. On the date of this certificate and both before and after giving effect to any initial Credit Extension under the Credit Agreement on the date of this certificate, (a) no Default has occurred and is continuing and (b) neither any Obligor nor any of its Subsidiaries is in violation of any law, or governmental regulation, or court order or decree that, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect.

5. Compliance. The attached Annex I is a true and correct statement of calculations demonstrating Micro’s compliance with the requirements of Section 8.2.1, 8.2.3 and 8.2.4 of the Credit Agreement.

6. Conditions. All conditions to any initial Credit Extension to be made on the date of this certificate in Article VI of the Credit Agreement have been satisfied in full.

7. Consents, etc. No consents or waivers under any agreement applicable to any Obligor are required in order to enable that Obligor to enter into the Credit Agreement and any other Loan Document, to perform its obligations under them, and, in the case of each Borrower, to obtain Credit Extensions under the Credit Agreement.

Micro has caused this Effective Date Certificate to be executed and delivered, and the certification, representation and warranties in this certificate to be duly made, by the undersigned Authorized Person for Micro as of _________, 2011.

	INGRAM MICRO INC., a corporation organized and existing under the laws of the State of Delaware, United States of America

	By:
		Erik Smolders,
		Vice President & Corporate Treasurer

EXHIBIT G

INTRA-GROUP AGREEMENT

This Intra-Group Agreement is made as of _________, 2011 (this “Agreement”) among:

·	INGRAM MICRO INC., a corporation existing under the laws of the State of Delaware, United States of America, with principal office at 1600 East St. Andrew Place, Santa Ana, California 92705, United States of America (hereinafter referred to as “Micro”);

·	[NAME OF ADDITIONAL GUARANTOR], a ________ existing under the laws of _________, with registered office at __________ (hereinafter referred to as “________”); and

INGRAM MICRO COORDINATION CENTER B.V.B.A., a corporation (“besloten vennootschap met beperkte aansprakelijkheid”), existing under the laws of Belgium as a coordination center, with its registered office at Luchthavenlaan 25A, 1800 Vilvoorde, Belgium, registered under enterprise number VAT BE 0444.490.325 RLP Brussels (hereinafter referred to as “Coordination Center”).

WHEREAS, each Subsidiary is a direct or indirect subsidiary of Micro;

AND WHEREAS Micro, each Subsidiary and the other direct and indirect subsidiaries of Micro (collectively, the “Group”) are engaged as an integrated group in diversified operations including wholesale distribution of microcomputer software and hardware products, multimedia products, customer financing, assembly and configuration and other related wholesaling distribution and service activities;

AND WHEREAS this integrated operation requires financing on a group basis whereby credit supplied to members of the Group is made available from time to time to other members of the Group, including each Subsidiary, as required for the continued successful operation of the members of the Group separately, and the integrated operation as a whole;

AND WHEREAS Micro and Coordination Center (the “Initial Borrowers”), certain financial institutions (together with their respective successors and permitted assigns and any branch or affiliate of a financial institution funding a Loan as permitted by Section 5.6 of the Credit Agreement, collectively, the “Lenders”), The Bank of Nova Scotia, as Administrative Agent (in that capacity, the “Administrative Agent”) for the Lenders and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as Co-Syndication Agents for the Lenders (the “Co-Syndication Agents”) are parties to the Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof;

AND WHEREAS pursuant to the Credit Agreement the Lenders will make Credit Extensions (that capitalized term and all other capitalized terms used but not defined herein to have the meanings provided in Section 1.1) to the Borrowers from time to time;

AND WHEREAS the Borrowers expect to make a portion of the proceeds of the Credit Extensions available to other members of the Group, including each Subsidiary, in order to contribute to fulfilling the present and future financing needs of the Group;

AND WHEREAS each member of the Group will benefit from the implementation of the Credit Agreement by way of secure access to sources of long-term financing on favorable terms and conditions permitting a reduced cost of funds, currency conversion and financing arrangements on a more cost-efficient basis, as well as other indirect benefits;

AND WHEREAS it is a requirement of the Credit Agreement that each of Micro and each Subsidiary enter into a guaranty on the terms and conditions set forth in the Credit Agreement;

AND WHEREAS pursuant to the Credit Agreement other subsidiaries of Micro may be required from time to time to deliver additional guarantees (together with the aforementioned guaranty delivered by Micro and each Subsidiary, collectively the “Guaranties” and individually a “Guaranty”) of the Obligations of the Borrowers under the Credit Agreement and the other Loan Documents (Micro and its subsidiaries in their capacity as guarantors, together with such other Persons becoming a party to this Agreement pursuant to Section 4.3 hereof, the “Guarantors”);

AND WHEREAS in order to obtain the benefits from any portion of the proceeds of the Credit Extensions, each of the Guarantors must agree to provide guarantees on the terms and conditions of its Guaranty, and the parties hereto desire to confirm and acknowledge this obligation;

AND WHEREAS it is therefore necessary for each Guarantor to enter into its Guaranty in order to obtain from the Borrowers the benefit of any portion of the proceeds of the Credit Extensions;

AND WHEREAS the application of the Group’s creditworthiness under the Credit Agreement by means of the incorporation of guarantees of the Guarantors results in a credit structure that enhances the creditworthiness of the Group;

AND WHEREAS in order to induce the Lenders, the Co-Syndication Agents and the Administrative Agent (collectively, the “Lender Parties”) to enter into the Credit Agreement and make Credit Extensions thereunder, and to obtain the other valuable benefits and consideration described herein, each Subsidiary has agreed to guarantee, on the terms and conditions set forth in the relevant Guaranty, certain Obligations under the Credit Agreement, the Revolving Notes (if any), the Swing Line Notes (if any), and each other Loan Document in favor of the Lender Parties, and each Subsidiary expects to derive benefits, directly or indirectly, from the proceeds of the Credit Extensions;

AND WHEREAS pursuant to the term of the Guaranties, at any time when any Lender Party is entitled to demand payment under the Guaranties, such Lender Party may, at its option, make demand on any one or more Guarantors and is not obliged to make demand on any proportionate basis;

AND WHEREAS the parties hereto desire to enter into an arrangement to provide for (i) indemnification by the Borrowers in favor of each Guarantor for Guarantor Losses (as defined in Section 2.3) and for (ii) contribution by all parties such that all losses, costs and expenses incurred by the Guarantors in connection with the obligations created by the Guaranties shall be shared by all of the Guarantors proportionately on the basis of their net asset values and their obligations to the Borrowers as at the date such losses, costs and expenses may be incurred;

AND WHEREAS the Credit Agreement and the Micro Guaranty will be governed by the laws of the State of New York, United States of America and this Agreement will be governed by the laws of Belgium.

THE FOREGOING HAVING BEEN PRESENTED, the parties hereto contract and agree as follows:

ARTICLE I -INTERPRETATION

1.1 Definitions. For the purposes of this Agreement:

(a) “Credit Documents” shall mean the Credit Agreement, the Revolving Notes (if any), the Swing Line Notes (if any), the Loan Documents (including the Guaranties), and each other agreement or instrument relating thereto;

(b) “Net Asset Amount” of a Guarantor at any time shall mean the sum of its Stockholders’ Equity at that time, plus the net amount (if greater than zero) of any obligations owed by such Guarantor to the Borrowers at that time (it being understood and agreed that, in the case of any Guarantor that is also a Borrower, such Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower); and

(c) “Stockholder’s Equity” of a Guarantor at any time shall mean the amount of its unconsolidated stockholders’ equity as shown on its most recent periodic financial statements prepared as of that time.

1.2 Interpretation Not Affected by Headings. The division of this Agreement into sections, articles, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and not to any particular section, article, paragraph or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of Belgium.

1.4 Currency. Unless the contrary is expressly indicated, any reference in this Agreement to a sum of money as of any time shall be a reference to such sum in, or converted as of that time into, lawful money of the United States of America, and all payments to be made hereunder shall be made in that currency.

1.5 Schedule. The following schedule annexed hereto is incorporated herein by reference and deemed to be part hereof:

Schedule A — A form of execution copy of Credit Agreement dated as of the date hereof, including the schedules and exhibits attached thereto.

1.6 Entire Agreement. This Agreement, together with the Schedule, agreements and other documents herein or therein referred to, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter hereof, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.

1.7 Divisibility. If any obligation, covenant or provision herein contained is determined to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, such determination shall not affect or impair and shall not be deemed to affect or impair, the validity, legality or enforceability of any other obligation, covenant or provision herein contained and each such obligation, covenant or provision shall be interpreted in such manner as to render them valid, legal and enforceable to the greatest extent permitted by applicable law. Each obligation, covenant and provision of this Agreement is hereby declared to be divisible, separate and distinct.

ARTICLE II -AGREEMENTS

2.1 Acknowledgments. Each of the parties hereto acknowledges and confirms:

(a) that it has received an execution copy of the Credit Agreement and the other Loan Documents, and that its financial officers have reviewed the contents of such agreements as well as all other documents, facts and other circumstances necessary to arrive at an informed judgment as to the advisability of entering into its Guaranty and of the benefits obtained by implementing its Guaranty; and

(b) that the proceeds of the Credit Extensions will be an essential element necessary to meet its long-term financing needs, that it expects to benefit directly and indirectly from the implementation of the Credit Agreement and the other Loan Documents, and that the terms and conditions of the Credit Agreement and the other Loan Documents, including the Guarantees, will be more favorable than any long-term financing arrangement it could negotiate on its own behalf without the credit support of the Group.

2.2 [RESERVED]

2.3 Indemnity of Borrowers. Subject to the rights of any Lender Party under the Credit Documents (including the subordination provisions contained therein), each Borrower hereby agrees to indemnify each Guarantor forthwith upon demand and to hold each Guarantor harmless against any and all losses, costs and expenses incurred by such Guarantor as a result of fulfilling its obligations under any Guaranty provided by it (“Guarantor Losses”) in respect of the

Obligations of such Borrower. Subject to Section 2.7, a Guarantor that has incurred Guarantor Losses may elect to obtain the benefit of the indemnity under this Section 2.3 by setting its Guarantor Losses off against the net amount of any obligations that it may owe to any Borrower at that time to the extent of such net amount.

2.4 Guarantor Indemnities. Subject to the rights of any Lender Party under the Credit Documents (including the subordination provisions contained therein), and without in any way limiting the liabilities of any Borrower under Section 2.3, each of the Guarantors jointly and severally agrees to indemnify every other Guarantor forthwith upon demand and hold every other Guarantor harmless against any and all Guarantor Losses incurred by such Guarantor (an “Indemnified Guarantor”) to the extent that such Guarantor Losses exceed the Indemnified Guarantor’s Net Asset Amount on the date such Guarantor Losses are incurred; provided that no Guarantor shall be required to pay an amount in respect of the indemnity set forth in this Section 2.4 greater than its Net Asset Amount on such date.

2.5 Sharing Losses. Subject to the rights of any Lender Party under the Credit Documents (including the subordination provisions contained therein) and without in any way limiting the liabilities of any Borrower under Section 2.3 or of the Guarantors under Section 2.4, each of the Guarantors agrees that the liability for all Guarantor Losses shall be shared by the Guarantors pro rata on the basis of each Guarantor’s Net Asset Amount. For greater certainty, following the fulfillment of obligations under the Guaranties, including payments made under the indemnities set forth in Section 2.4, each Guarantor covenants and agrees to compensate the Guarantors incurring Guarantor Losses, either directly as a result of the Guaranties or indirectly as a result of the indemnity set forth in Section 2.4, by the payment of an amount not exceeding its own Net Asset Amount (the “Compensation Payment”) to such Guarantors that will be sufficient, when aggregated with all other Compensation Payments made hereunder, to ensure that no Guarantor incurs a liability for Guarantor Losses greater than an amount equal to the product obtained by multiplying the aggregate Guarantor Losses of all the Guarantors at such time by a fraction the numerator of which is the Net Asset Amount of such Guarantor at such time and the denominator of which is the aggregate Net Asset Amounts of all the Guarantors at such time.

2.6 Application of Funds. Each Borrower hereby covenants and agrees that the proceeds from the Credit Extensions will be used for the purpose of meeting the financing requirements of the Group, including the Guarantors, and that funds provided out of such proceeds will be available to support the operational and expansion needs of the Guarantors from time to time.

2.7 No Subrogation. Notwithstanding any payment or payments made or expenses incurred by any Guarantor pursuant to this Agreement, the rights of such a Guarantor

(a) against each Borrower (other than such Guarantor) in respect of any and all rights of reimbursement, indemnification and subrogation with respect to the Guaranties or any other guaranty of the Credit Documents of any nature,

(b) against each Borrower (other than such Guarantor), any other Guarantor or any other party hereto in respect of any and all present and future debts and obligations of such party under this Agreement to such Guarantor, and

(c) against each Borrower (other than such Guarantor), at any time when an Event of Default shall have occurred and be continuing, in respect of any and all other present and future debts and obligations of each Borrower to such Guarantor,

(including any right of subrogation, reimbursement, exoneration or indemnification) are hereby postponed in favor of and subordinated to (i) the payment in full in cash of all of the obligations of each Obligor owing to all of the Lender Parties under or with respect to the Credit Documents and (ii) the termination of all the Commitments. If any amount shall be paid to any of the Guarantors with respect to any of the foregoing rights prior to the occurrence of the events described in clauses (i) and (ii) of the preceding sentence, such amount shall be deemed to have been paid to each such Guarantor for the benefit of, and held in trust by each such Guarantor in the name and for the account of the Lender Parties and, in addition, shall forthwith be paid to the Administrative Agent for the account of the Lender Parties to be credited and applied against the obligations of such Guarantor pursuant to its Guaranty if then matured or forthwith be repaid to the relevant Borrower if such obligations are then unmatured.

2.8 Liability under the Documents. The provisions of this Agreement shall in no way limit or otherwise affect the liability of any of the Borrowers for Credit Extensions made pursuant to any of the Credit Documents.

ARTICLE III -REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Guarantors. Each of the parties hereto hereby represents and warrants to each of the other parties hereto as follows and acknowledges that each of the other parties is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) it has not ceased to pay its creditors, nor has its bank credit been disrupted or suspended, nor is it in any other condition relevant to the determination of bankruptcy under the laws of bankruptcy applicable to it; no acts or proceedings have been taken by or against it in connection with, it has not received any notice in respect of, and it is not in the course of liquidation, winding-up, dissolution, bankruptcy or reorganization; and

(b) this Agreement has been validly authorized, executed and delivered by it and is a valid and legally binding obligation of it enforceable against it in accordance with its terms.

3.2 Representation and Warranty of Micro. Micro hereby represents and warrants to each of the other parties hereto that it believes, as a result of its independent analysis and negotiations with the Lender Parties, that application of the Group’s creditworthiness by means of the incorporation of guarantees of the Guarantors results in a credit structure that enhances the creditworthiness of the Group and permits financing to be raised on terms and conditions more favorable than otherwise possible. Micro acknowledges that each of the other parties hereto is

relying upon the foregoing representation and warranty in connection with the matters contemplated by this Agreement.

ARTICLE IV -GENERAL

4.1 Term and Termination. This Agreement shall come into force and effect as of the date hereof and shall continue in force so long as (a) any party hereto shall have any outstanding obligation with respect to the obligations guaranteed by the Guaranties and (b) the Commitments have not been fully terminated.

4.2 Further Assurances. Each of the parties hereto shall do all such acts and execute and deliver all such documents or instruments as may reasonably be requested by any of the other parties hereto or their respective counsel as may be necessary or desirable to complete the transactions contemplated by this Agreement and to carry out its provisions.

4.3 Amendment. This Agreement may not be modified or amended except by an instrument in writing signed by all of the parties hereto or their respective successors or permitted assigns. Notwithstanding the foregoing sentence, the parties agree that if any Person within the Group that is not a party hereto hereafter becomes a Guarantor pursuant to the terms of the Credit Agreement (a “Subsequent Guarantor”), each of the parties hereto covenants to cause such Subsequent Guarantor to do all such acts and execute and deliver all such documents or instruments as may be reasonably necessary or desirable so that such Subsequent Guarantor becomes a party to this Agreement and becomes bound by the terms hereof. If at any time any Guarantor shall cease to be a Guarantor during the continuation in force of this Agreement, the obligations of such party under this Agreement shall thereupon cease.

4.4 Assignment Restricted. No party may assign this Agreement to any other Person without the prior written consent of each of the other parties hereto.

4.5 Counterparts. This Agreement may be executed in counterparts, and may be executed in any number of additional counterparts by any one or more of the parties bound hereby. A counterpart shall be deemed to be an original and such counterparts shall together constitute the same agreement. Each party hereto shall receive a fully executed original of this Agreement.

4.6 Scope. This Agreement shall be for the benefit of the parties hereto and the Lender Parties (including the successors and assigns) and binding upon the parties hereto and their respective successors and permitted assigns.

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

By:		By:
	Name:		Name:
	Title:		Title:

INGRAM MICRO ASIA HOLDINGS INC.		INGRAM MICRO MANAGEMENT COMPANY

By:		By:
	Name:		Name:
	Title:		Title:

				INGRAM MICRO SB INC.

				By:
					Name:
					Title:

EXHIBIT H

MICRO GUARANTY

Pursuant to THIS GUARANTY (this “Guaranty”), dated as of __________, 2011, INGRAM MICRO INC., a Delaware corporation (the “Guarantor”), hereby unconditionally, absolutely and irrevocably guarantees as primary obligor and not as a surety merely, to each Lender Party (as defined below), without offset or deduction, (a) the full and punctual payment when due of all amounts payable by Ingram Micro Coordination Center B.V.B.A., a company organized and existing under the laws of The Kingdom of Belgium (“Coordination Center”) and each Acceding Borrower (as defined in the Credit Agreement described below) that shall become a party to the Credit Agreement described below pursuant to an Accession Request and Acknowledgment (as defined in the Credit Agreement described below) duly acknowledged on behalf of the Guarantor (Coordination Center being, with any such Acceding Borrower, the “Other Borrowers”), under or in connection with the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”; unless otherwise defined herein all capitalized terms used herein without definition have the meanings provided for in the Credit Agreement) dated as of the date hereof, among the Guarantor and Coordination Center as the Initial Borrowers, certain financial institutions (together with their respective successors and permitted assigns and any branch or affiliate of a financial institution funding a Loan as permitted by Section 5.6 of the Credit Agreement, collectively, the “Lenders”), The Bank of Nova Scotia, as Administrative Agent (in that capacity the “Administrative Agent”) for the Lenders and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as Co-Syndication Agents (the “Co-Syndication Agents”) for the Lenders (the Lenders, the Administrative Agent, the Co-Syndication Agents, and those arrangers being, collectively, the “Lender Parties”) and the other Loan Documents, including, without limitation, all principal, interest, premiums, fees and expenses payable by the Other Borrowers thereunder and all reasonable expenses incurred by any Lender Party in enforcing any rights under the Credit Agreement, the Notes (if any), and the other Loan Documents (including this Guaranty) and (b) the full performance and observance of all of the covenants, conditions and agreements provided in the Credit Agreement and each other Loan Document required to be performed or observed by the Other Borrowers (all of the foregoing guaranteed obligations being the “Guaranteed Obligations”).

In the case of a failure of any Other Borrower punctually to make any payment of principal of or interest or premium on any Credit Extension or any Note, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturity, on a prepayment date, by declaration of acceleration, or otherwise, as if such payment were made by that Other Borrower. This Guaranty constitutes a guaranty of payment and not a guaranty of collection. The obligations and agreements of the Guarantor hereunder shall be performed and observed without requiring any notice of non-payment, non-performance or non-observance, or any proof thereof or demand therefor, all of which the Guarantor hereby expressly waives.

The Guarantor and the Other Borrowers are engaged as an integrated group in diversified operations including wholesale distribution of microcomputer software and hardware products, multimedia products, customer financing, assembly and configuration and other related wholesaling, distribution and service activities. This integrated operation requires financing on such basis that credit supplied to the Guarantor and the Other Borrowers be made available from time to time to the other Subsidiaries of the Guarantor, separately, and as an integrated operation as a whole. To induce the Lender Parties to enter into the Credit Agreement and make Credit Extensions pursuant thereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor has agreed to guarantee, on the terms and conditions set forth herein, the obligations of the Other Borrowers under the Credit Agreement, the Notes (if any), and each other Loan Document, and the Guarantor expects to derive benefit, directly or indirectly, from the Credit Extensions made to any Other Borrower from time to time.

SECTION 1. Consents and Waivers by Guarantor. 1) This Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the “Credit Documents”), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of:

(i) any lack of validity or enforceability of any Obligor’s obligations under or with respect to any Credit Document;

(ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of provisions of any of the Credit Documents;

(iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor’s obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors;

(iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding

or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power;

(v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to Section 7(b) of this Guaranty, Section 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor’s obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder;

(vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to Section 7(b) of this Guaranty, Section 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and

(vii) any other circumstance which might otherwise constitute a defense available to, or legal or equitable discharge of, the Other Borrowers or any other Obligor;

it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations.

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

promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Other Borrower or the Guarantor.

SECTION 2. No Subrogation.

(a) Any and all present and future debts and obligations of each Other Borrower to the Guarantor, including rights of reimbursement and subrogation, are hereby postponed in favor of and subordinated to the payment in full in cash of all of the Guaranteed Obligations and termination of all the Commitments; provided that the payment of such present and future debts other than those due by virtue of rights of reimbursement and subrogation with respect to this Guaranty shall be so postponed and subordinated only if an Event of Default shall have occurred and be continuing.

(b) Notwithstanding any payment or payments made or expenses incurred by the Guarantor pursuant to this Guaranty, the Guarantor shall not be subrogated, in whole or in part, to the rights of the Lender Parties against any Other Borrower under the Credit Documents until the Guaranteed Obligations shall have been paid in cash in full and the Commitments shall have terminated. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for, the Lender Parties and, in addition, shall forthwith be paid to the Administrative Agent for the account of the Lender Parties to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the relevant Other Borrower if such obligations are then unmatured. The Guarantor hereby agrees that, as between itself on the one hand and the Lender Parties on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration as against any Other Borrowers and that, in the event of any such declaration, the Guaranteed Obligations (whether or not then due and payable by any Other Borrowers) shall forthwith become due and payable by the Guarantor for purposes of this Guaranty.

SECTION 3. Reinstatement of Guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any Lender Party upon the insolvency, bankruptcy or reorganization of any Other Borrower, the Guarantor or any other Obligor or otherwise, all as though such payment had not been made.

SECTION 4. Rights of Contribution. The Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time (collectively, the “Group Guarantors”), hereby agree, as among themselves and for the benefit of each of them, that if any Guarantor (in such capacity, an “Excess Funding Guarantor”) shall make any payment in respect of any of the Guaranteed Obligations hereunder (a “Guarantee Payment”) as a result of which such Excess Funding Guarantor shall have paid more than its Pro Rata Share (as defined below) of the Guaranteed Obligations, each other Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such Group Guarantor’s Pro Rata Share of such Guarantee Payment. The payment obligation of any Group Guarantor to any Excess Funding Guarantor under this Section 4 shall be subordinate and subject to the prior payment in full in cash of the Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments

and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until all of the foregoing shall have occurred. For the purposes hereof, “Pro Rata Share” shall mean, for any Group Guarantor, the ratio (expressed as a percentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to clause (a) or (b) of Section 8.1.1. of the Credit Agreement) of (a) the sum of the unconsolidated stockholders equity of such Group Guarantor plus the net amount (if greater than zero) of any obligations owed by such Group Guarantor to all the Borrowers to (b) the sum of the unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to all the Borrowers (it being understood and agreed that, in the case of any Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

SECTION 5. Assignment; Successors. This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of each Lender Party and its successors and assigns and shall be considered to be assigned upon the assignment or transfer by any Lender Party of its Notes (if any) and other rights and obligations under the Credit Agreement and other Loan Documents without requiring any act of or consent or acknowledgment from the Guarantor. In furtherance of the foregoing, the Guarantor shall execute and deliver to any assignee or transferee of any Lender Party such additional counterparts of this Guaranty as any such Lender Party may request in writing at any time and from time to time.

SECTION 6. Governing Law; Submission to Jurisdiction. THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND ITS PROVISIONS CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTOR PURSUANT TO THIS GUARANTY MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION AND AGREES TO THE SERVICE OF ANY AND ALL PROCESS IN SUCH LITIGATION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE GUARANTOR AT ITS ADDRESS SPECIFIED ON THE GUARANTOR’S SIGNATURE PAGE TO THE CREDIT AGREEMENT, IN EACH CASE MARKED FOR THE ATTENTION OF GENERAL COUNSEL, INGRAM MICRO INC., OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF

NEW YORK IN THE MANNER PERMITTED BY THE LAWS OF EACH SUCH STATE. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

SECTION 7. Miscellaneous Provisions.

(a) This Guaranty is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including, without limitation, Section 5.11 and Article XI thereof.

(b) No amendment to or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent on behalf of the Lender Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c) All notices and other communications provided to any party hereto shall be made in the manner, and subject to the provisions set forth in Section 11.2 of the Credit Agreement.

(d) Section captions used in this Guaranty are for convenience of reference only, and shall not affect the construction of this Guaranty.

(e) In addition to, and not in limitation of, any rights of any Lender Party under applicable law, each Lender Party shall, upon the occurrence and during the continuance of any Default described in any of clauses (a) through (d) of Section 9.1.8. of the Credit Agreement (after providing notice to the Guarantor with respect thereto) or any Event of Default, have the right, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), credits, accounts or moneys of the Guarantor to the payment of the obligations of the Guarantor that are at such time due and owing to it hereunder, irrespective of whether or not such Lender Party shall have made any demand under any Loan Document.

of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

SECTION 8. Waiver of Jury Trial. THE LENDER PARTIES AND THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS GUARANTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THIS AGREEMENT AND EACH OTHER CREDIT DOCUMENT AND MAKING CREDIT EXTENSIONS THEREUNDER.

SECTION 9. Acknowledgment and Agreement of Other Guarantors. By executing the acknowledgment to this Guaranty, each of the other Group Guarantors agrees to be fully bound by the terms of Section 4.

[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGE(S) TO FOLLOW.]

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

	INGRAM MICRO INC., a corporation organized and existing under the laws of the State of Delaware, United States of America

	By:
		Name:
		Title:

EXHIBIT I

ADDITIONAL GUARANTY

Pursuant to THIS GUARANTY (the “Guaranty”), dated as of __________, 2011, [INSERT NAME OF ADDITIONAL GUARANTOR], a ____________ (the “Guarantor”), hereby unconditionally, absolutely and irrevocably guarantees, as primary obligor and not as surety merely, to each Lender Party (as defined below), without offset or deduction, (a) the full and punctual payment when due of all amounts payable by Ingram Micro Inc., a corporation organized and existing under the laws of the State of Delaware (“Micro”) and Ingram Micro Coordination Center, B.V.B.A., a company organized and existing under the laws of The Kingdom of Belgium (“Coordination Center”, and, together with Micro, the “Initial Borrowers”), under or in connection with the Credit Agreement (together with all amendments and other modifications, if any, from time to time made thereto, the “Credit Agreement”; unless otherwise defined herein all capitalized terms used herein without definition have the meanings provided for in the Credit Agreement) dated as of the date hereof, among Micro and Coordination Center, as the Initial Borrowers, certain financial institutions (together with their respective successors and permitted assigns and any branch or affiliate of a financial institution funding a Loan as permitted by Section 5.6 of the Credit Agreement, collectively, the “Lenders”), The Bank of Nova Scotia, as administrative agent (in such capacity the “Administrative Agent”) for the Lenders and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland plc and Union Bank, N.A., as co-syndication agents (the “Co-Syndication Agents”) for the Lenders (hereinafter, the Lenders, the Administrative Agent, the Co-Syndication Agents, and those arrangers being, collectively, the “Lender Parties”) and the other Loan Documents, including, without limitation, all principal, interest, premiums, fees and expenses payable by the Borrowers thereunder and all reasonable expenses incurred by any Lender Party in enforcing any rights under the Credit Agreement, the Notes (if any), and the other Loan Documents (including this Guaranty) and (b) the full performance and observance of all of the covenants, conditions and agreements provided in the Credit Agreement and each other Loan Document required to be performed or observed by each Borrower (all of the foregoing guaranteed obligations being the “Guaranteed Obligations”).

In the case of a failure of any Borrower punctually to make any payment of principal of or interest or premium on any Credit Extension or any Note, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturity, on a prepayment date, by declaration of acceleration, or otherwise, as if such payment were made by such Borrower. This Guaranty constitutes a guaranty of payment and not a guaranty of collection. The obligations and agreements of the Guarantor hereunder shall be performed and observed without requiring any notice of non-payment, non-performance or non-observance, or any proof thereof or demand therefor, all of which the Guarantor hereby expressly waives.

The Borrowers and the Guarantor are engaged as an integrated group in diversified operations including wholesale distribution of microcomputer software and hardware products, multimedia products, customer financing, assembly and configuration and other related wholesaling, distribution and service activities. This integrated operation requires financing on

such a basis that credit supplied to Micro and the other Borrowers be made available from time to time to the Guarantor, as required for the continued successful operation of each Borrower and the Guarantor, separately, and the integrated operation as a whole. In accordance with the terms of the Credit Agreement, and to further induce the Lender Parties to continue making Credit Extensions pursuant thereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor has agreed to guarantee, on the terms and conditions set forth herein, the obligations of the Borrowers under the Credit Agreement, the Notes (if any) and each other Loan Document, and the Guarantor expects to derive benefit, directly or indirectly, from the Credit Extensions made to the Borrowers from time to time.

Notwithstanding the foregoing, the obligations of the Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable law of any State of the United States.

SECTION 1. Consents and Waivers by Guarantor. i) This Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the “Credit Documents”), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of:

(i) any lack of validity or enforceability of any Obligor’s obligations under or with respect to any Credit Document;

(iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power;

(v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to Section 8(b) of this Guaranty, Section 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor’s obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder;

(vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to Section 8(b) of this Guaranty, Section 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modifications or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and

(vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowers or any other Obligor;

(b) The Guarantor agrees that it is directly and primarily and jointly and severally liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Borrower or any other Obligor, or whether any Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Borrower or any

other Obligor or endorser shall not release it from this Guaranty.

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

SECTION 2. No Subrogation. ii) Any and all present and future debts and obligations of each Borrower to the Guarantor, including rights of reimbursement and subrogation, are hereby postponed in favor of and subordinated to the payment in full in cash of all of the Guaranteed Obligations and termination of all the Commitments; provided, however, that the payment of such present and future debts other than those due by virtue of rights of reimbursement and subrogation with respect to this Guaranty shall be so postponed and subordinated only if an Event of Default shall have occurred and be continuing.

(b) Notwithstanding any payment or payments made or expenses incurred by the Guarantor pursuant to this Guaranty, the Guarantor shall not be subrogated, in whole or in part, to the rights of the Lender Parties against the Borrowers under the Credit Documents until the Guaranteed Obligations shall have been paid in cash in full and the Commitments have terminated. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for, the Lender Parties and, in addition, shall forthwith be paid to the Administrative Agent for the account of the Lender Parties to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the relevant Borrower if such obligations are then unmatured. The Guarantor hereby agrees that, as between the Guarantor on the one hand and the Lender Parties on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration as against any of the Borrowers and that, in the event of any such declaration, the Guaranteed Obligations (whether or not then due and payable by any of the Borrowers) shall forthwith become due and payable by the Guarantor for purposes of this Guaranty.

SECTION 3. Reinstatement of Guaranty. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any Lender Party upon the insolvency, bankruptcy or reorganization of any Borrower the Guarantor or any other Obligor (including the Guarantor) or otherwise, all as though such payment had not been made.

SECTION 4. Representations and Warranties. The Guarantor hereby makes to the Lender Parties the following representations, warranties and agreements as to itself:

SECTION 4.01 Organization, etc. The Guarantor is a __________ validly organized and existing and in good standing under the laws of the jurisdiction of its incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business requires such qualification and where the failure to so qualify and to maintain such good standing, singularly or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under this Guaranty and to own and hold under lease its property and to conduct its business substantially as currently conducted by it, excluding any such government licenses, permits or other approvals in respect of which the failure to so obtain, hold or maintain has not caused, and would not reasonably be expected to result in, a Material Adverse Effect.

SECTION 4.02 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Guarantor of this Guaranty are within the Guarantor’s corporate (or other) powers, have been duly authorized by all necessary corporate action, and do not

(a) contravene the Guarantor’s Organic Documents;

(b) contravene any law or governmental regulation or court decree or order binding on or affecting the Guarantor; or

SECTION 4.03 No Default. The Guarantor is not in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note, or in any indenture, loan agreement, or other agreement, in connection with or as a result of which default there exists a reasonable possibility that a Material Adverse Effect could arise. The execution, delivery and performance by the Guarantor of this Guaranty will not conflict with, or constitute a breach of, or a default under, any such bond, debenture, note, indenture, loan agreement or other agreement to which the Guarantor is a party or by which it is bound, in connection with or as a result of which conflict, breach of default there exists a reasonable possibility that a Material Adverse Effect could arise.

SECTION 4.04 Government Approval, Regulation, etc. No action by, and no notice to or filing with, any governmental authority or regulatory body or other Person and no payment of any stamp or similar tax, is required for the due execution, delivery or performance by the Guarantor of this Guaranty.

SECTION 4.05 Validity, etc. This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally or by general principles of equity.

SECTION 4.06 Litigation, Labor Controversies, etc. Except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule to the Credit Agreement, there is no pending or, to the knowledge of the Guarantor, threatened litigation, action, proceeding or labor controversy

affecting any Guarantor, or any of its respective properties, businesses, assets or revenues, in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Guaranty.

SECTION 4.07 Taxes. The Guarantor has filed all material tax returns and reports it reasonably believes are required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except as disclosed in Item 7.11 (Taxes) of the Disclosure Schedule to the Credit Agreement and except for any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 5. Rights of Contribution. The Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the “Group Guarantors”), hereby agree, as among themselves and for the benefit of each of them, that if any Group Guarantor (in such capacity an “Excess Funding Guarantor”) shall make any payment in respect of any of the Guaranteed Obligations hereunder (a “Guarantee Payment”) as a result of which such Excess Funding Guarantor shall have paid more than its Pro Rata Share (as defined below) of the Guaranteed Obligations, each other Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such Group Guarantor’s Pro Rata Share of such Guarantee Payment. The payment obligation of any Share of such Guarantee Payment. The payment obligation of any Group Guarantor to any Excess Funding Guarantor under this Section 5 shall be subordinate and subject to the prior payment in full in cash of the Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until all of the foregoing shall have occurred. For the purposes hereof, “Pro Rata Share” shall mean, for any Group Guarantor, the ratio (expressed as a percentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to clause (a) or (b) of Section 8.1.1 of the Credit Agreement) of (a) the sum of the unconsolidated stockholders equity of such Group Guarantor plus the net amount (if greater than zero) of any obligations owed by such Group Guarantor to all the Borrowers to (b) the sum of the unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to all the Borrowers (it being understood and agreed that, in the case of any Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

SECTION 6. Assignment; Successors. This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of each Lender Party and its successors and assigns and shall be considered to be assigned upon the assignment or transfer by any Lender Party of its Notes and other rights and obligations under the Credit Agreement and other Loan Documents without requiring any act of or consent or acknowledgment from the Guarantor. In furtherance of the foregoing, the Guarantor shall execute and deliver to any assignee or transferee of any Lender Party such additional counterparts of this Guaranty as any such Lender Party may request in writing at any time and from time to time.

SECTION 7. Governing Law; Submission to Jurisdiction. THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND ITS PROVISIONS CONSTRUED UNDER, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTORS PURSUANT TO THIS GUARANTY MAY BE BROUGHT AND MAINTAINED, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN SUCH LITIGATION BY THE MAILING OF COPIES OF SUCH PROCESS TO THE GUARANTOR AT ITS ADDRESS SPECIFIED PURSUANT TO SECTION 8(C) HEREOF, IN EACH CASE MARKED FOR THE ATTENTION OF GENERAL COUNSEL, INGRAM MICRO INC., OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK IN THE MANNER PERMITTED BY THE LAWS OF EACH SUCH STATE. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

SECTION 8. Miscellaneous Provisions.

Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c) All notices and other communications provided to any party hereto shall be made, (i) if to the Guarantor, at its address or facsimile number set forth below its signature line hereto or at such other address or facsimile number as the Guarantor may designate to the other parties hereto and the Lender Parties from time to time, and each such notice or communication shall be subject to the other provisions set forth in Section 11.2 of the Credit Agreement or (ii) if to any Borrower, in the manner, and subject to the provisions set forth in Section 11.2 of the Credit Agreement.

(d) Section captions used in this Guaranty are for convenience of reference only, and shall not affect the construction of this Guaranty.

(e) In addition to, and not in limitation of, any rights of any Lender Party under applicable law, each Lender Party shall, upon the occurrence and during the continuance of any Default described in any of clauses (a) through (d) of Section 9.1.8 of the Credit Agreement (after providing notice to the Guarantor with respect thereto) or any Event of Default, have the right, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), credits, accounts or moneys of the Guarantor to the payment of the obligations of the Guarantor then due and owing to it hereunder, irrespective of whether or not such Lender Party shall have made any demand under any Loan Document.

(f) Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

(g) Any Person required to become a party to this Guaranty from and after the Effective Date pursuant to Section 8.1.8 of the Credit Agreement may do so by executing a signed counterpart of this Guaranty on terms satisfactory to the Administrative Agent.

SECTION 9. Waiver of Jury Trial. THE LENDER PARTIES AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTORS. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS GUARANTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THE CREDIT AGREEMENT AND MAKING CREDIT EXTENSIONS THEREUNDER.

SECTION 10. Acknowledgment and Agreement of Other Guarantors. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of Section 5.

[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGE(S) TO FOLLOW.]

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

	[NAME OF ADDITIONAL GUARANTOR] [ADDRESS FOR NOTICES]

	By:
		Name:
		Title:

ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 5:


INGRAM MICRO INC., a corporation organized and existing under the laws of the State of Delaware, United States of America		[NAME OF OTHER GUARANTOR], a __________ organized and existing under the laws of __________

By		By
	Name: Title:		Name: Title:

[INSERT BLOCKS FOR ANY ADDITIONAL GUARANTORS.]

EXHIBIT J

LENDER ASSIGNMENT AGREEMENT

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing line loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

3 Select as appropriate.

4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

1.	Assignor[s]:


	[Assignor [is] [is not] a Defaulting Lender]

2.	Assignee[s]:
	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]

3.	Borrowers:	Ingram Micro Inc. and Ingram Micro Coordination Center B.V.B.A.

4.	Administrative Agent:	The Bank of Nova Scotia, as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The $750,000,000 Credit Agreement dated as of _________, 2011 among Ingram Micro Inc., Ingram Micro Coordination Center B.V.B.A., the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto

6.	Assigned Interest[s]:

Assignor[s]5	Assignee[s]6	Facility Assigned7	Aggregate Amount of Commitment/Loans for all Lenders8	Amount of Commitment/Loans Assigned8	Percentage Assigned of Commitment/ Loans9	CUSIP Number
			$	$	%
			$	$	%
			$	$	%

Trade Date:

_____________________]10

[Page break]

5 List each Assignor, as appropriate.

6 List each Assignee, as appropriate.

7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Loan Commitment,” etc.)

8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR[S]11
	[NAME OF ASSIGNOR]

	By:
		Title:

	[NAME OF ASSIGNOR]

	By:
		Title:

	ASSIGNOR[S]12
	[NAME OF ASSIGNEE]

	By:
		Title:


	[NAME OF ASSIGNEE]

	By:
		Title:

[Consented to and]13 Accepted:

THE BANK OF NOVA SCOTIA, as

Administrative Agent

By: ___________________________________________________

Title:

11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

[Consented to:]314

INGRAM MICRO INC.

By: ____________________________________________________

Title:

14 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

ANNEX 1

$750,000,000

CREDIT AGREEMENT

INGRAM MICRO INC.

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.11.1(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.11.1(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is organized under the laws of a jurisdiction outside of the United States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on

such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT K

OPINION OF THE SENIOR CORPORATE COUNSEL OF MICRO

EXHIBIT L

OPINION OF SPECIAL NEW YORK COUNSEL TO MICRO

EXHIBIT M

OPINION OF SPECIAL BELGIAN COUNSEL TO COORDINATION CENTER

EXHIBIT N

ACCESSION REQUEST AND ACKNOWLEDGMENT

Dated _______________, ____

The Bank of Nova Scotia,

as Administrative Agent

Suite 1800

650 West Georgia

Vancouver, BC, Canada

V6B-4N7

Attn: ____________________

This Accession Request and Acknowledgment is delivered to you pursuant to Section 6.3.2 of the Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the “Credit Agreement”) dated as of _________, 2011, among Ingram Micro Inc. (a corporation organized and existing under the laws of the State of Delaware, United States) and Ingram Micro Coordination Center, B.V.B.A. (a company organized and existing under the laws of The Kingdom of Belgium), as the Initial Borrowers, certain Lenders, The Bank of Nova Scotia, as the Administrative Agent for the Lenders and Bank of America, N.A., BNP Paribas, The Royal Bank of Scotland PLC and Union Bank, N.A., as Co-Syndication Agents for the Lenders. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this Accession Request and Acknowledgment.

The undersigned desires to become a Borrower and an Obligor under the Credit Agreement and requests that the Administrative Agent acknowledge that, as of the date of this Accession Request and Acknowledgment, each of the conditions precedent to accession in Section 6.3 of the Credit Agreement have been satisfied and that ____________________ (the “Acceding Borrower”) has acceded to the rights and obligations of an Obligor and a Borrower under the Credit Agreement as though originally a signatory and party to it.

The Acceding Borrower hereby advises the Administrative Agent that its address for notices under the Credit Agreement is:

The Acceding Borrower has caused this Accession Request and Acknowledgment to be duly executed and delivered by its duly Authorized Persons as of the date first stated above.

					__________________, as the Acceding Borrower

					By:
						Name:
						Title:

The foregoing is accepted and agreed to in all respects as of the _________________, ____.

THE BANK OF NOVA SCOTIA, as the Administrative Agent		INGRAM MICRO INC., a corporation organized and existing under the laws of the State of Delaware, United States, as a Guarantor

By:		By:
	Name:		Name:
	Title:		Title:

NAME OF ADDITIONAL GUARANTOR], a _______ organized and existing under the laws of _______, as a Guarantor

By:
	Name:
	Title:

INGRAM MICRO INC., as a Borrower and a Guarantor


By:	/s/ William D. Humes
	Name:	William D. Humes
	Title:	Chief Financial Officer

	Address:
	1600 E. St. Andrew Place
	Santa Ana, CA 92705

	Facsimile No.: 714.566.7873

	Attention: Erik Smolders

	Address:
	Luchthavenlaan 25A
	Vilvoorde, Belgium 1800

	Facsimile No.: 011.32.2.254.9612

	Attention: Karel Everaet

THE BANK OF NOVA SCOTIA, as the Administrative Agent and a Lender


By:	/s/ Eugene Dempsey
	Name:	Eugene Dempsey
	Title:	Director Corporate Banking

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender


By:	/s/ Lillian Kim
	Name:	Lillian Kim
	Title:	Director

INGRAM MICRO COORDINATION CENTER, BVBA, as exiting Borrower


By:	/s/ Karel Everaet
	Name:	Karel Everaet
	Title:	Manager

INGRAM MICRO LUXEMBOURG S.À R.L., as a Borrower


By:	/s/ Erik Smolders
	Name:	Erik Smolders
	Title:	Manager

BANK OF AMERICA, N.A., as a Lender


By:	/s/ Jeannette T. Lu
	Name:	Jeannette T. Lu
	Title:	Vice President

THE ROYAL BANK OF SCOTLAND PLC, as a Lender


By:	/s/ Patricia Boussaroque
	Name:	Patricia Boussaroque
	Title:	Vice President

MIZUHO BANK, LTD., as a Lender


By:	/s/ Donna DeMagistris
	Name:	Donna DeMagistris
	Title:	Authorized Signatory

BNP PARIBAS, as a Lender


By:	/s/ Nicole Rodriguez
	Name:	Nicole Rodriguez
	Title:	Vice President

By:	/s/ Nicolas Rabier
	Name:	NICOLAS RABIER
	Title:	Managing Director

MORGAN STANLEY BANK, N.A., as a Lender


By:	/s/ Michael King
	Name:	Michael King
	Title:	Authorized Signatory

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender


By:	/s/ Virginia Cosenza
	Name:	Virginia Cosenza
	Title:	Vice President

By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender


By:	/s/ Paul L. Hatton
	Name:	Paul L. Hatton
	Title:	Managing Director

WESTPAC BANKING CORPORATION, as a Lender


By:	/s/ Richard Yarnold		12/19/2014
	Name:	Richard Yarnold
	Title:	Senior Relationship Manager Corporate & Institutional Banking

	Address:
	20, rue Eugène Ruppert
	L-2453 Luxembourg

SCOTIABANK EUROPE plc, as a Lender


By:	/s/ John O’Connor
	Name:	/s/ John O’Connor
	Title:	Head of Credit Risk Control

By:	/s/ Steve Caller
	Name:	Steve Caller
	Title:	Manager, Credit Risk Control

DBS BANK LTD., LOS ANGELES AGENCY, as an Additional Lender


By:	/s/ Thomas McCabe
	Name:	Thomas McCabe
	Title:	Country Head

STANDARD CHARTERED BANK, as an Additional Lender


By:	/s/ Felipe Macia
	Name:	FELIPE MACIA A2789
	Title:	MANAGING DIRECTOR SYNDICATIONS, AMERICAS

U.S. BANK NATIONAL ASSOCIATION, as a Lender


By:	/s/ Matt Scullin
	Name:	Matt Scullin
	Title:	Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Lender


By:	/s/ Deborah Lee
	Name:	Deborah Lee
	Title:	Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender


By:	/s/ David W. Kee
	Name:	David W. Kee
	Title:	Managing Director

By:	/s/ Hsing H. Huang
	Name:	HSING H. HUANG
	Title:	ASSOCIATE DIRECTOR STANDARD CHARTERED BANK NY

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as an Additional Lender


By:	/s/ Nurys Maleki
	Name:	NURYS MALEKI
	Title:	Director


By:	/s/ Mauricio Benitez
	Name:	Mauricio Benitez
	Title:	Vice President

BAYERISCHE LANDESBANK, NEW YORK BRANCH, as an Additional Lender


By:	/s/ Rolf Siebert
	Name:	Rolf Siebert
	Title:	Executive Director

By:	/s/ Matthew DeCarlo
	Name:	Matthew DeCarlo
	Title:	Senior Director

DANSKE BANK A/S, as an Additional Lender


By:	/s/ Merete Ryvald-Christensen
	Name:	Merete Ryvald-Christensen
	Title:	Chief Loan Manager

	/s/ Christian Roed Christensen
		Christian Roed Christensen
		Senior Loan Manager

ING BANK N.V. – DUBLIN BRANCH, as an Additional Lender


By:	/s/ Pádraig Matthews
	Name:	Pádraig Matthews
	Title:	Vice President

By:	/s/ Sean Hassett
	Name:	Sean Hassett
	Title:	Director

SUNTRUST BANK, as an Additional Lender


By:	/s/ Min Park
	Name:	Min Park
	Title:	Vice President

SECTION 1.1	Defined Terms	2
SECTION 1.2	Use of Defined Terms	32
SECTION 1.3	Cross-References	32
SECTION 1.4	Accounting and Financial Determinations	32
SECTION 1.5	Calculations	33
SECTION 1.6	Round Amounts	33

SECTION 2.1	Commitments	33
SECTION 2.2	Reductions of the Commitment Amounts	34
SECTION 2.3	Ineligible Currencies	35
SECTION 2.4	Designated Additional Loans	35

SECTION 3.1	Borrowing Procedures	36
SECTION 3.2	Letter of Credit Issuance Procedures	38
SECTION 3.3	Amendment and Extension	42

SECTION 4.1	Loan Accounts, Notes, Payments, and Prepayments	43
SECTION 4.2	Interest Provisions	45
SECTION 4.3	Fees	47
SECTION 4.4	Rate and Fee Determinations	49

SECTION 5.1	Illegality; Currency Restrictions	50
SECTION 5.2	Deposits Unavailable	50
SECTION 5.3	Increased Credit Extension Costs, etc	51
SECTION 5.4	Funding Losses	52
SECTION 5.5	Increased Capital Costs	52
SECTION 5.6	Discretion of Lenders as to Manner of Funding	53
SECTION 5.7	Taxes	53
SECTION 5.8	Payments	57
SECTION 5.9	Sharing of Payments	57
SECTION 5.10	Right of Set-off	58
SECTION 5.11	Judgments, Currencies, etc	59
SECTION 5.12	Replacement of Lenders	59
SECTION 5.13	Change of Lending Office	59
SECTION 5.14	European Monetary Union	60
SECTION 5.15	Defaulting Lenders	60
SECTION 5.16	Cash Collateral	63

SECTION 6.1	Initial Credit Extension	64
SECTION 6.2	All Credit Extensions	66
SECTION 6.3	Acceding Borrowers	67
SECTION 6.4	Withdrawing Borrowers	69

SECTION 7.1	Organization, etc	69
SECTION 7.2	Due Authorization, Non-Contravention, etc	70
SECTION 7.3	No Default	70
SECTION 7.4	Government Approval, Regulation, etc	70
SECTION 7.5	Validity, etc	70
SECTION 7.6	Financial Information	71
SECTION 7.7	No Material Adverse Effect	71
SECTION 7.8	Litigation, Labor Controversies, etc	71
SECTION 7.9	Subsidiaries	71
SECTION 7.10	Ownership of Properties	71
SECTION 7.11	Taxes	71
SECTION 7.12	Pension and Welfare Plans	72
SECTION 7.13	Environmental Warranties	72
SECTION 7.14	Accuracy of Information	73
SECTION 7.15	Patents, Trademarks, etc	73
SECTION 7.16	Margin Stock	73
SECTION 7.17	Sanctions Laws and Regulations	74

SECTION 8.1	Affirmative Covenants	74
SECTION 8.2	Negative Covenants	79

SECTION 9.1	Listing of Events of Default	85
SECTION 9.2	Action if Bankruptcy	88
SECTION 9.3	Action if Other Event of Default	88
SECTION 9.4	Cash Collateral	88

SECTION 10.1	Authorization and Actions	88
SECTION 10.2	Funding Reliance, etc	89