EXHIBIT 10.19 EMPLOYEE BENEFITS TRANSFER and ASSUMPTION AGREEMENT AGREEMENT dated as of [ ], 1996,(1) among Ingram Industries Inc., a Tennessee corporation ("Industries"), Ingram Micro Inc., a Delaware corporation ("Micro"), and Ingram Entertainment...Employee Benefits Transfer and Assumption Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Tennessee
EXHIBIT 10.29 --------------------------------------------------------------------------- INGRAM FUNDING INC., Transferor, INGRAM INDUSTRIES INC., Servicer, and CHEMICAL BANK, Trustee on behalf of the Certficateholders SERIES 1993-1 SUPPLEMENT Dated...Pooling and Servicing Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.32 LIQUIDITY AGREEMENT Dated as of February 10, 1993 Among DISTRIBUTION FUNDING CORPORATION, INGRAM FUNDING INC., INGRAM INDUSTRIES INC., THE BANKS NAMED HEREIN and CHEMICAL BANK, as Liquidity Agent with THE BANK OF NOVA SCOTIA, NATIONSBANK...Liquidity Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.25 INGRAM FUNDING INC., Transferor, INGRAM INDUSTRIES INC., Servicer and CHEMICAL BANK, Trustee on behalf of the Certificateholders INGRAM FUNDING MASTER TRUST POOLING AND SERVICING AGREEMENT Dated as of February 10, 1993 TABLE OF CONTENTS...Pooling and Servicing Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.27 ============================================================================= INGRAM FUNDING MASTER TRUST 6.19% ASSET-BACKED CERTIFICATES, SERIES 1993-1, CLASS A CERTIFICATE PURCHASE AGREEMENT July 23, 1993 July 23, 1993 Purchasers named...Certificate Purchase Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.12 K&S DRAFT 10/22/96 US $1,000,000,000 CREDIT AGREEMENT dated as of October __, 1996 among INGRAM MICRO INC., INGRAM EUROPEAN COORDINATION CENTER N.V., INGRAM MICRO SINGAPORE PTE LTD. and INGRAM MICRO INC. (Canada), as Borrowers and...Credit Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software
EXHIBIT 10.13 AMENDED AND RESTATED REORGANIZATION AGREEMENT among INGRAM INDUSTRIES INC., INGRAM MICRO INC., and INGRAM ENTERTAINMENT INC. TABLE OF CONTENTS(1) Page ARTICLE 1 DEFINITIONS SECTION 1.1. Definitions...................................... 1...Reorganization Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Tennessee
EXHIBIT 10.18 MASTER SERVICES AGREEMENT AGREEMENT dated as of [ ], 1996,(1) between Ingram Industries Inc., a Tennessee corporation ("Industries") and Ingram Micro Inc., a Delaware corporation ("Micro"). In consideration of the mutual agreements...Master Services Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Tennessee
EXHIBIT 10.17 Tax Sharing and Tax Services Agreement This Agreement is entered into the day of , 1996, by and among Ingram Industries Inc. ("Industries"), Ingram Entertainment Inc. ("Entertainment") and Ingram Micro Inc. ("Micro") (Entertainment and...Tax Sharing and Tax Services Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Tennessee
EXHIBIT 10.15 BOARD REPRESENTATION AGREEMENT AGREEMENT dated as of __________ among Ingram Micro Inc., a Delaware corporation ("Micro"), and each Person listed on the signature pages hereof. WHEREAS, Micro believes it is in the best interest of Micro...Board Representation Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Delaware
EXHIBIT 10.26 AMENDMENT NO. 1 This AMENDMENT NO. 1 amends each of (i) the Pooling and Servicing Agreement dated as of February 12, 1993 (the "Pooling and Servicing Agreement"), as supplemented by the Variable Funding Supplement dated as of February...Pooling and Servicing Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.24 INGRAM FUNDING INC. Buyer and INGRAM INDUSTRIES INC. Seller ASSET PURCHASE AND SALE AGREEMENT Dated as of February 10, 1993 ASSET PURCHASE AND SALE AGREEMENT ASSET PURCHASE AND SALE AGREEMENT, dated as of February 10, 1993, by and...Asset Purchase and Sale Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.28 Schedule of Certificate Purchase Agreements The documents described in this Schedule are materially identical to the Certificate Purchase Agreement included as Exhibit 10.27 to this Registration Statement, except as noted below:...Certificate Purchase Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software
The documents described in this Schedule are materially identical to the Certificate Purchase Agreement included as Exhibit 10.27 to this Registration Statement, except as noted below:
EXHIBIT 10.21 AMENDED AND RESTATED EXCHANGE AGREEMENT among INGRAM INDUSTRIES INC., INGRAM MICRO INC., INGRAM ENTERTAINMENT INC., AND THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HEREOF TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS SECTION 1.1....Exchange Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • Tennessee
EXHIBIT 10.31 LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of February 10, 1993 Among DISTRIBUTION FUNDING CORPORATION, INGRAM INDUSTRIES INC., INGRAM FUNDING INC., CHEMICAL BANK, as Collateral Agent, and THE LOC ISSUERS NAMED HEREIN with THE...Letter of Credit Reimbursement Agreement • October 25th, 1996 • Ingram Micro Inc • Wholesale-computers & peripheral equipment & software • New York
