0000892569-04-000352 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Sale Agreement • March 18th, 2004 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
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October 24, 2003
Ingram Micro Inc • March 18th, 2004 • Wholesale-computers & peripheral equipment & software
SEPARATION AGREEMENT
Separation Agreement • March 18th, 2004 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • California

This Separation Agreement (this “Agreement”) is made and entered into as of January 30, 2004 by and between Ingram Micro Inc., a Delaware corporation (the “Company”), and JAMES E. ANDERSON, JR. (“Executive”) (the Company and Executive hereinafter referred to together as the “Parties”).

WHEREAS, Executive is presently employed by the Company in a key management capacity; and
2003 Executive Retention Agreement • March 18th, 2004 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • California

WHEREAS, Executive and the Company have previously entered into a 2000 Executive Retention Agreement dated as of January 31, 2000 (including all modifications thereto, the “2000 Agreement”); and

EXHIBIT 10.42
Letter Agreement • March 18th, 2004 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York

Ingram Funding Inc., a Delaware corporation (the "Company"), has agreed to purchase certain receivables (the "Receivables") from Ingram Micro Inc. and certain other sellers (the "Sellers"), and in their capacity as servicers pursuant to the Transaction Documents, (the "Servicers") pursuant to the Amended and Restated Receivables Sale Agreement, dated as of March 8, 2000 (as amended, supplemented or otherwise modified from time to time, the "Receivables Sale Agreement"), among the Sellers, the Servicer and the Company. The Company has in turn assigned the Receivables to a master trust (the "Master Trust") pursuant to an Amended and Restated Pooling Agreement, dated an of March 8, 2000 (as amended, supplemented or otherwise modified from time to time, the "Pooling Agreement"), among the Company, Ingram Micro Inc., as master servicer (the "Master Servicer") and The Chase Manhattan Bank, a New York banking corporation, as trustee (the "Trustee" or "Secured Party"). The Receivables are serv

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