Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 15, 2014

INGRAM MICRO INC.

(Exact name of Registrant as specified in its charter)

Delaware		1-12203		62-1644402
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1600 E. St. Andrew Place

Santa Ana, CA 92799-5125

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (714) 566-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On December 10, 2014, Ingram Micro Inc. (the “Company”) consummated the issuance and sale of $500 million of its 4.950% Senior Notes due 2024 (the “Notes”) pursuant to an underwriting agreement dated December 10, 2014 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-183108), filed on August 7, 2012, and were issued pursuant to an indenture, dated as of August 10, 2012 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee, and an officer’s certificate, dated as of December 15, 2014 (the “Officer’s Certificate”), setting forth the terms of the Notes.

The material terms and conditions of the Notes are set forth in the Indenture, attached hereto as Exhibit 4.1 and incorporated herein by reference, and the Officer’s Certificate (which includes the form of the Notes), attached hereto as Exhibit 4.2 and incorporated herein by reference. The Notes rank equally with all of the Company’s other existing and future unsubordinated and unsecured obligations. Claims of holders of the Notes are effectively subordinated to the claims of holders of the debt of the Company’s subsidiaries and effectively subordinated to the claims of holders of the Company’s secured debt, to the extent of the collateral securing such claims. The descriptions of the Indenture, the Officer’s Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the Notes, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

1.1		Underwriting Agreement, dated December 10, 2014, between Ingram Micro Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto

4.1		Indenture, dated as of August 10, 2012 between Ingram Micro Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Ingram Micro Inc.’s Current Report on Form 8-K filed on August 10, 2012)

4.2		Officer’s Certificate, dated December 15, 2014, pursuant to Section 2.02 of the Indenture

4.3		Form of Note (included in Exhibit 4.2)

5.1		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INGRAM MICRO INC.


Dated: December 15, 2014	By:	/s/ Larry C. Boyd
		Name: Larry C. Boyd Title: Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit No.		Description

1.1		Underwriting Agreement, dated December 10, 2014, between Ingram Micro Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto

4.1		Indenture, dated as of August 10, 2012 between Ingram Micro Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Ingram Micro Inc.’s Current Report on Form 8-K filed on August 10, 2012)

4.2		Officer’s Certificate, dated December 15, 2014, pursuant to Section 2.02 of the Indenture

4.3		Form of Note (included in Exhibit 4.2)

5.1		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1)

Exhibit 1.1

EXECUTION VERSION

INGRAM MICRO INC.

$500,000,000 4.950% NOTES DUE 2024

UNDERWRITING AGREEMENT

December 10, 2014

To the Managers named in Schedule I hereto

for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Ingram Micro Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”) under the terms and subject to the conditions set forth in this Agreement (this “Agreement”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the file number of which is set forth in Schedule I hereto), including a prospectus, relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated August 7, 2012 in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents set forth opposite the caption “Time of Sale Prospectus” in Schedule I hereto, including any free writing prospectuses identified in Schedule I hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,”

“Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

1. Representations and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. If the Registration Statement is an automatic shelf registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the Time of Sale

Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers expressly for use therein, it being understood and agreed that the only such information consists of the information described as such in Section 8(a) of this Agreement or (B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule I hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e) Each significant subsidiary (as defined in Rule 1-02 of Regulation S-X under the Securities Act) of the Company (together, the “Material Subsidiaries”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Material Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f) This Agreement has been duly authorized, executed and delivered by the Company.

(g) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

(h) The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture.

(i) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture or the Securities will not contravene any provision of (i) applicable law; (ii) the certificate of incorporation or by-laws of the Company; (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries; or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in the case of clause (iii) as would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement, and no material consent, approval,

authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture or the Securities, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.

(j) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(k) There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described or filed as required.

(l) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(m) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(n) The Company and its subsidiaries (vii) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (viii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to

conduct their respective businesses and (ix) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(o) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(p) Neither the Company nor any of its subsidiaries or any director or officer, nor, to the knowledge of the Company, any employee, agent, affiliate, or representative of the Company or of any of its subsidiaries, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries have to the knowledge of the Company conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws.

(q) The operations of the Company and its subsidiaries are and have been conducted in material compliance with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to

the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(r) (i) Neither the Company nor any of its subsidiaries nor any director or officer nor, to the knowledge of the Company, any employee, agent, affiliate or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by, a Person that is:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).

(ii) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) The Company and its subsidiaries have not, for the past five years, knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any prohibited dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(s) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions

hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto.

3. Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

4. Payment and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for the Securities shall be made against delivery to you on the Closing Date for the respective accounts of the several Underwriters of the Securities registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid.

5. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to

market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date an opinion of Davis Polk & Wardwell LLP, outside counsel for the Company, dated the Closing Date, in form and substance to the effect set forth in Annex A.

(d) The Underwriters shall have received on the Closing Date an opinion of Latham & Watkins LLP, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in paragraphs (iii), (iv), (v) and the second to last paragraph of Annex A (but only as to the statements in each of the Time of Sale Prospectus and the Prospectus under “Description of Debt Securities,” “Description of the Notes” insofar as relevant to the offering of the Securities and “Underwriters”) and clauses (B)(1), (B)(2), and (B)(3) of the last paragraph of Annex A.

With respect to the last paragraph of Annex A, counsel for the Company may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to clauses (B)(1), (B)(2) and (B)(3) of the last paragraph of Annex A, Latham & Watkins LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Prospectus, the free writing prospectuses identified as part of the Time of Sale Prospectus in Schedule I hereto, the prospectus supplement and any amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus (including documents incorporated by reference), but are without independent check or verification, except as specified.

The opinion of counsel for the Company described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(e) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

6. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and, to the extent possible, to provide you and your counsel an opportunity to comment and to consider your comments in good faith.

(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and, to the extent possible, to provide you and your counsel an opportunity to comment and to consider your comments in good faith.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the

circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the public offering of the Securities, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it now otherwise so subject.

(h) To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the

Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: 2. the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses of the Company in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, 3. all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, 4. the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, 5. if required, all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., 6. any fees charged by the rating agencies for the rating of the Securities, 7. all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Securities, if listed, and all costs and expenses incident to listing the Securities on the NYSE, 8. the cost of the preparation, issuance and delivery of the Securities, 9. the costs and charges of any trustee, transfer agent, registrar or depositary, 10. the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and

travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 11. all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters).

(k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Managers, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities.

7. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8. Indemnity and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information consists of the information relating to price stabilization and short positions appearing in the sixth paragraph under the caption “Underwriting” in the Prospectus.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information consists of the information described as such in Section 8(a) of this Agreement.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the

indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred, but only after receipt of a reasonably detailed invoice in respect thereof. Such firm shall be designated in writing by the Managers authorized to appoint counsel under this Section set forth in Schedule I hereto, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b), provided, however, that in either such case, counsel shall be reasonably acceptable to the other party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding that relate to potential liability of such indemnified party.

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the

Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters bear to the aggregate initial public offering price of the Securities as set forth in the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amounts of Securities they have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which

may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

9. Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (iv) trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange or the NASDAQ Global Market, (v) trading of any securities of the Company shall have been suspended on the New York Stock Exchange, (vi) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (vii) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (viii) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the

Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions contained in Section 5 of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11. Entire Agreement.

(a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b) The Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you at the address set forth in Schedule I hereto; and if to the Company shall be delivered, mailed or sent to the address set forth in Schedule I hereto.

	Very truly yours,

	Ingram Micro Inc.



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

Accepted as of the date hereof

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. LLC

Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto

By:	Merrill Lynch, Pierce, Fenner & Smith Incorporated


By:	/s/ Brandon Hanley
	Name:	Brandon Hanley
	Title:	Managing Director



By:	Morgan Stanley & Co. LLC

By:	/s/ Yurij Slyz
	Name:	Yurij Slyz
	Title:	Executive Director

[Signature page to Underwriting Agreement]

SCHEDULE I

Managers:
Managers authorized to release lock-up under Section 2:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC

Managers authorized to appoint counsel under Section 8(c):	Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC

Indenture:	Indenture dated as of August 10, 2012 between the Company and the Trustee

Trustee:	Deutsche Bank Trust Company Americas

Registration Statement File No.:	333-183108

Time of Sale Prospectus	1. Prospectus dated August 7, 2012 relating to the Shelf Securities 2. Preliminary prospectus supplement dated December 10, 2014 relating to the Securities 3. Final term sheet free writing prospectus filed by the Company under Rule 433(d)

Securities to be purchased:	4.950% Notes due 2024

Aggregate Principal Amount:	$500,000,000

Purchase Price:	98.999%

Maturity:	December 15, 2024

Optional Redemption:	Prior to September 15, 2024 (three months prior to the maturity date), at the greater of (1) 100% plus accrued and unpaid interest or (2) the sum of the present value of the remaining scheduled payments of principal and

I-1

	interest, discounted to the redemption date on a semi-annual basis at the applicable Treasury Rate (as defined in the Indenture), plus 45 basis points, plus accrued and unpaid interest. On or after September 15, 2024, at 100% plus accrued and unpaid interest.

Interest Rate:	4.950% per annum, accruing from December 15, 2014

Interest Payment Dates:	June 15 and December 15, commencing June 15, 2015

Closing Date and Time:	December 15, 2014, 10:00 a.m. (ET)

Closing Location:	Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025

Address for Notices to Underwriters:	Merrill Lynch, Pierce, Fenner & Smith Incorporated 50 Rockefeller Plaza NY1-050-12-01 New York, New York 10020 Facsimile: (646) 855-5958 Attention: High Grade Transaction Management/Legal and Morgan Stanley & Co. LLC 1585 Broadway, 29th Floor New York, NY 10036 Attention: Investment Banking Division Facsimile: (212) 507 8999 with a copy to the Legal Department with a copy to: Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Facsimile: (650) 463-2600 Attention: Tad J. Freese, Esq.

I-2

Address for Notices to the Company:

Ingram Micro Inc.

1600 East Saint Andrew Place

Santa Ana, California 92705

Attention: Corporate Treasurer

with a copy to the Legal Department

Attention: General Counsel

with a copy to:

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

Facsimile: (650) 752-2111

Attention: Alan F. Denenberg, Esq.

I-3

SCHEDULE II

Underwriter	Principal Amount of Securities To Be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	200,000,000
Morgan Stanley & Co. LLC		200,000,000
BNP Paribas Securities Corp.		20,000,000
HSBC Securities (USA) Inc.		20,000,000
Mitsubishi UFJ Securities (USA), Inc.		20,000,000
RBS Securities Inc.		20,000,000
Scotia Capital (USA) Inc.		20,000,000
Total	$	500,000,000

II-1

ANNEX A

Form of Davis Polk & Wardwell LLP Opinion

(i) the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, and the Company has corporate power and authority to issue the Securities, to enter into this Agreement and to perform its obligations thereunder;

(ii) each of the Material Subsidiaries incorporated in Delaware or California is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation;

(iii) this Agreement has been duly authorized, executed and delivered by the Company;

(iv) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law;

(v) the Securities have been duly authorized and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law;

(vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Indenture, the Securities and this Agreement (collectively, the “Documents”) will not contravene (i) any provision of the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Documents, or the General Corporation Law of the State of Delaware provided that counsel expresses no opinion as to federal or state securities laws, (ii) the certificate of

Annex A-1

incorporation or by laws of the Company, or (iii) any agreement that is filed as an exhibit to the Registration Statement;

(vii) no consent, approval, authorization, or order of, or qualification with, any governmental body or agency under the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Documents, or the General Corporation Law of the State of Delaware is required for the execution, delivery and performance by the Company of its obligations under the Documents, except such as may be required under federal or state securities or Blue Sky laws as to which we expresses no opinion; and

(viii) the Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

We have considered the statements included in the Prospectus under the captions “Description of the Debt Securities” and “Description of the Notes” insofar as they summarize provisions of the Indenture and the Securities. In our opinion, such statements fairly summarize these provisions in all material respects. The statements included in the Prospectus under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, fairly and accurately summarize the matters referred to therein in all material respects.

On the basis of the information gained in the course of the performance of our services, but without independent check or verification, except as stated, (A) the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and (B) nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Securities: (1) on the date hereof, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) the Time of Sale Prospectus as of [time] on the date hereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (3) the Prospectus as of the date hereof or as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We have not been called to pass upon, and such counsel

Annex A-2

expresses no view regarding, the financial statements or financial schedules or other financial or accounting data included in the Registration Statement, the Time of Sale Prospectus, the Prospectus, or the Statement of Eligibility of the Trustee on Form T-1. In addition, we express no view as to the conveyance of the Time of Sale Prospectus or the information contained therein to investors.

Annex A-3

Exhibit 4.2

EXHIBITS 4.2 AND 4.3

INGRAM MICRO INC.

OFFICER’S CERTIFICATE

PURSUANT TO SECTIONS 2.02 AND 11.04 OF THE INDENTURE

December 15, 2014

The undersigned, William D. Humes , hereby certifies that he is the Chief Financial Officer of Ingram Micro Inc., a Delaware corporation (the “Company”), and authorized, pursuant to resolutions of the Board of Directors of the Company effective as of November 10, 2014 (the “Resolutions”) and the Certificate of the Pricing Officer of the Company dated December 10, 2014 (the “Pricing Officer’s Certificate”), and in accordance with Sections 2.02 and 11.04 of the Indenture (the “Indenture”) dated as of August 10, 2012 between the Company and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), to make the representations and certifications below on behalf of the Company:

1. Attached hereto as Annex A is a true and correct copy of a specimen note (the “Form of Note”) representing the Company’s 4.950% Notes Due 2024 (the “Notes”). The Notes are a separate Series of Securities under the Indenture.

The Company is issuing initially $500 million in aggregate principal amount of the Notes. The Company may issue additional Notes from time to time after the date hereof, in which case any additional Notes so issued shall have identical terms as the Notes previously issued (other than with respect to the date of issuance and issue price), and such additional Notes will be treated as a single Series with the previously issued Notes for all purposes under the Indenture; provided, however, that if the additional Notes are not fungible with the Notes issued hereby for U.S. federal income tax purposes, the additional Notes shall have a separate CUSIP number.

2. The Form of Note sets forth certain of the terms required to be set forth in this certificate pursuant to Section 2.02 of the Indenture, and said terms are incorporated herein by reference. The Notes were offered at an initial public offering price of 99.649% of the principal amount thereof.

3. The interest rate payable on the Notes will be subject to adjustment upon the occurrence of certain ratings-based events as set forth in the Notes under “Interest Rate Adjustment.”

4. In lieu of the provisions set forth in Article 3 of the Indenture, the following redemption and prepayment terms shall apply to the Notes:

“Section 3.01 Procedures for Notice of Optional Redemption and

Selection of Notes.

The Company will deliver to the Trustee, at least 45 days prior to the date fixed for the redemption of the Notes pursuant to Section 3.03 (the “Optional Redemption Date”) (or such shorter period as the Trustee in its sole discretion may allow), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.05 of this Indenture.

If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60 days before the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called by such method as the Trustee deems fair and appropriate. The Trustee may select for redemption or repurchase portions of the principal of Notes that have denominations larger than $1,000.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of them selected shall be in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereof. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or repurchase also apply to portions of Notes called for redemption or repurchase.

Section 3.02 Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder, at the expense of the Company, a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

No Notes of $2,000 or less can be redeemed in part.

Section 3.03 Optional Redemption.

The Company may redeem the Notes in whole at any time or in part from time to time (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date if an interest payment date occurs before a redemption), at its option, at a redemption price (the “Optional Redemption Price”) equal to:

if the Optional Redemption Date is before September 15, 2024, the greater of:

(i) 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including the Optional Redemption Date, or

(ii) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be

redeemed (not including any portion of those payments in interest accrued as of the Optional Redemption Date) discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 45 basis points plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Optional Redemption Date; provided that the principal amount of a Note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof; and

if Optional Redemption Date is on or after September 15, 2024, 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Optional Redemption Date; provided that the principal amount of a Note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.

Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.

Section 3.04 Notice of Redemption.

Holders of Notes to be redeemed as provided in Section 3.03 will receive notice thereof by first-class mail at least 30 and not more than 60 days before the Optional Redemption Date.

The notice shall identify the Notes to be redeemed and shall state:

(1)

the Optional Redemption Date;

(2)

the Optional Redemption Price;

(3)

the name and address of the Paying Agent;

(4)

that Notes called for redemption must be surrendered to the Paying Agent to collect the Optional Redemption Price;

(5)

that interest on Notes called for redemption ceases to accrue on and after the Optional Redemption Date, unless the Company defaults in the deposit of the Optional Redemption Price of and accrued interest on;

(6)

the CUSIP number, if any; and

(7)

any other information as may be required by the terms of the Notes being redeemed.

At the Company’s request, and upon receipt of an Officer’s Certificate complying with Section 11.04 hereof, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

Section 3.05 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.05 hereof, Notes called for redemption become irrevocably due and payable on the Optional Redemption Date at the Optional Redemption Price. A notice of redemption may not be conditional.

Section 3.06 Deposit of Redemption Price.

On or before the Optional Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the Optional Redemption Price of all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the Optional Redemption Price of all Notes to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the Optional Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption, and, other than the right to receive the Optional Redemption Price of the Notes, all rights under the Notes to be redeemed shall terminate. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Optional Redemption Date, until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.

Section 3.07 Redemption for Tax Reasons.

If a Permitted Merger Transaction occurs and, as a result of any change in, or amendment to, any law, treaty, regulations or rulings of a Relevant Taxing Jurisdiction affecting taxation, or any change in, or amendment to, the application, administration or interpretation of such law, treaty, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after the date of the Permitted Merger Transaction, the surviving entity has become, is, or, on the next interest payment date, will become obligated to pay Additional Amounts with respect to the Notes as described in Section 5.01(b) of the Indenture, the surviving entity may at any time at its option redeem, in whole, but not in part, the Notes on not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest which will become due on those Notes to, but not including, the date fixed for redemption and all Additional Amount, if any, then due.”

5. In addition to the covenants set forth in Article 4 of the Indenture, the Notes shall include the following additional covenants. Such additional covenants set forth

in Sections 4.08 and 4.10 below shall be subject to covenant defeasance pursuant to Section 8.03 of the Indenture, and the exception with respect to payment of transfer taxes or similar governmental charges set forth in the parenthetical clause in Section 2.04(h)(2) of the Indenture shall apply to exchange or transfer pursuant to Section 4.09:

“Section 4.08 Liens.

(a) The Company will not, and will not permit any Subsidiary to, create or incur any Lien on any shares of stock, Indebtedness or other obligations of any Subsidiary or any Principal Property of the Company or of any Subsidiary, whether those shares of stock, Indebtedness or other obligations of any Subsidiary or Principal Property are owned at the date of this Indenture or acquired afterwards, unless the Company secures or causes the applicable Subsidiary to secure the Notes outstanding under this Indenture equally and ratably with (or, at the Company’s option, prior to) all Indebtedness secured by the particular Lien, so long as the Indebtedness is so secured. This covenant does not apply in the case of:

(1) the creation of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of this Indenture (including acquisitions by way of merger or consolidation) by the Company or any Subsidiary, contemporaneously with that acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any part of the purchase price, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of this Indenture existing at the time of the acquisition, or the acquisition of any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property subject to any Lien without the assumption of that Lien, provided that every Lien referred to in this clause (a) will attach only to the shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements on that Principal Property;

(2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property existing on the date of this Indenture;

(3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any of its Subsidiaries;

(4) any Lien on any Principal Property being constructed or improved securing loans to finance the construction or improvements of that Principal Property;

(5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations,

including, without limitation, industrial revenue bonds and similar financings;

(6) any mechanics’, warehousemen’s, materialmen’s, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations that are not yet due or that are being contested in good faith;

(7) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith;

(8) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution on the Lien is stayed;

(9) any landlord’s Lien on fixtures located on premises leased by the Company or a Subsidiary in the ordinary course of business, and tenants’ rights under leases, easements and similar Liens not materially impairing the use or value of the property involved;

(10) any Lien arising by reason of deposits necessary to qualify the Company or a Subsidiary to conduct business, maintain self-insurance, or obtain the benefit of, or comply with, any law, including Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligation on surety or appeal bonds;

(11) any Lien on the Company’s current assets to secure loans to the Company that mature within twelve months from their creation and that are made in the ordinary course of business;

(12) any Lien incurred in the normal course of business in connection with bankers’ acceptance financing or used in the ordinary course of trade practices, statutory lessor and vendor privilege liens and liens in connection with good faith bids, tenders and deposits;

(13) any Lien in favor of any bank on property or assets held in the ordinary course of business in accounts maintained with such bank in connection with treasury, depositary and cash management services or automated clearing house transfers of funds;

(14) any Lien on all goods held for sale on consignment;

(15) any Lien under any agreement for the sale of trade accounts

receivable (or an undivided interest in a specified amount of such trade accounts receivable) and granted to a purchaser or any assignee of such purchaser which has financed the relevant purchase of trade accounts;

(16) any Lien on trade accounts receivable or interests therein of the Company or any of its Subsidiaries with respect to any accounts receivable securitization program (including any accounts receivable securitization program structured as such that remains on the Company’s consolidated balance sheet and on any related property that would ordinarily be subject to a Lien in connection therewith such as proceeds and records;

(17) any Lien created by a lease, which under GAAP as in effect as of the date of this Indenture would be characterized as an operating lease, whether entered into before or after the date of this Indenture; and

(18) any renewal of or substitution for any Lien permitted by any of the preceding clauses, provided, in the case of a Lien permitted under clauses (1), (2) or (4), that the Indebtedness secured is not increased nor the Lien extended to any additional assets.

(b) Notwithstanding the restrictions set forth in Section 4.08(a), the Company or any of the Company’s Subsidiaries may create or assume Liens in addition to those permitted by Section 4.08(a), and renew, extend or replace those Liens, without equally and ratably securing the Notes outstanding under this Indenture, provided that at the time of and after giving effect to the creation, assumption, renewal, extension or replacement, Exempted Debt does not exceed 10% of Consolidated Tangible Assets of the Company measured at the date of incurrence of the Lien.

Section 4.09 Offer to Purchase Upon Change of Control Triggering Event.

(a) Upon the occurrence of a Change of Control Triggering Event (the date of such occurrence, the “Change of Control Date”), unless the Company has exercised its right to redeem under Section 3.03, the Company will be required to make an offer to each Holder of Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date if an interest payment date occurs before a purchase date) (the “Change of Control Purchase Date”), pursuant to and in accordance with the offer described in this Section 4.09 (the “Change of Control Offer”); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount.

(b) Within 30 days following the Change of Control Date, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Notes as described under Section 3.03, the Company shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date specified in the notice.

(1) Accept for payment all Notes or portions of the Notes properly tendered pursuant to the applicable Change of Control Offer;

(2) Deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; and

(3) Deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

(d) Holders electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

(e) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue thereof.

(f) The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer by the Company and such third party purchases all Notes properly tendered and not

withdrawn under its offer. The Company shall not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under this Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event.

(g) If Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer pursuant to this Section 4.09 and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.09(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date, redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date if an interest payment date occurs before a redemption date).

Section 4.10 Sale and Lease-Back Transactions.

(a) The Company will not, and will not permit any of its Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or to a Subsidiary, any Principal Property as an entirety, or any substantial portion of the Company’s Principal Property, with the intention of taking back a lease of such Principal Property, except a lease for a period of three years or less at the end of which it is intended that the use of that Principal Property by the lessee will be discontinued. Notwithstanding the foregoing, the Company or any Subsidiary may sell any Principal Property and lease it back for a longer period:

(1) if the Company or such applicable Subsidiary would be entitled pursuant to Section 4.08(a) to create a Lien on the Principal Property to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the outstanding Notes;

(2) if the Company promptly informs the Trustee of the transaction, and the Company causes an amount equal to the fair value (as determined by resolution of its Board of Directors) of the Principal Property to be applied (i) to the purchase of other Principal Property that will constitute Principal Property having a fair value at least equal to the fair value of the Principal Property sold, or (ii) to the retirement within 270 days after receipt of the proceeds of Funded Debt incurred or assumed by the Company or a Subsidiary, including the Notes; provided, further that, in lieu of applying all of or any part of such net proceeds to such retirement, the Company may, within 75 days after the sale, deliver or cause to be delivered to the applicable trustee for cancellation either debentures or debt securities evidencing Funded Debt of the Company (which may include the Notes) or of a Subsidiary previously authenticated and delivered by the applicable trustee, and not yet tendered for sinking fund purposes

or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such debt securities or debentures, and an Officer’s Certificate (which will be delivered to the Trustee) stating that the Company elects to deliver or cause to be delivered the debentures or debt securities in lieu of retiring Funded Debt as provided in this Indenture;

(3) if the Company or such applicable Subsidiary executes a lease of Principal Property by the time of, or within 270 days after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the Principal Property; or

(4) in any such transaction between the Company and a Subsidiary or between two Subsidiaries.

(b) Notwithstanding Section 4.10(a), the Company or any Subsidiary may enter into sale and lease-back transactions in addition to those permitted by Section 4.10(a), without any obligation to retire any outstanding Notes or other Funded Debt; provided that at the time of entering into and giving effect to such sale and lease-back transactions, Exempted Debt does not exceed 10% of Consolidated Tangible Assets of the Company.

(c) If the Company delivers debentures or debt securities to the Trustee and the Company duly delivers the Officer’s Certificate pursuant to Section 4.10(a)(2), the amount of cash that the Company shall be required to apply to the retirement of Funded Debt under Section 4.10(a)(2) shall be reduced by an amount equal to the aggregate of the then applicable optional redemption prices of the applicable debentures or debt securities, so delivered, or, if there are no such redemption prices, the principal amount of such debentures or debt securities. If the applicable debentures or debt securities provide for an amount less than the principal amount thereof to be due and payable upon a declaration of the maturity, then the amount of cash shall be reduced by the amount of principal of such debentures or debt securities that would be due and payable as of the date of such application upon a declaration of acceleration of the maturity thereof pursuant to the terms of this Indenture pursuant to which such debentures or debt securities were issued.

5. In lieu of the provisions set forth in Section 5.01 of the Indenture, the following terms shall apply to the Notes:

“Section 5.01 Merger, Consolidation, or Sale of Assets.

(a) The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of the Company’s property and assets (in one transaction or a series of related transactions) to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless either:

(1) the Company will be the continuing person; or

(2) pursuant to a Permitted Merger Transaction, the surviving entity (if other than the Company) formed by or resulting from or which shall have received assets, as the case may be, in connection with such Permitted Merger Transaction shall assume, pursuant to a supplemental indenture, all of the Company’s obligations under the Indenture and the Notes.

(b) If the Relevant Taxing Jurisdiction of the surviving entity (if other than the Company) is other than the United States, and if the surviving entity is required by law to withhold or deduct any Taxes imposed by a Relevant Taxing Jurisdiction on any payments made by the surviving entity under or with respect to the Notes, subject to the proviso in this Section 5.01(b), the surviving entity shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders and beneficial owners of the Notes, after such withholding or deduction of such Taxes, will not be less than the amounts which would have been received by the Holders and beneficial owners of the Notes in respect of such payments in the absence of such withholding or deduction of such Taxes; provided, however, that no Additional Amounts shall be payable with respect to:

(1) any Tax, to the extent such Tax would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) (i) being a citizen or resident or national of, or incorporated in the Relevant Taxing Jurisdiction in which such Taxes are imposed or (ii) having, or having had, any other present or former connection with the Relevant Taxing Jurisdiction other than solely as a result of the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or the Indenture or the receipt of payments in respect of such Note;

(2) any Tax, to the extent such Tax was imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the later of the date on which such payment became due and the date the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);

(3) any estate, inheritance, gift, sales, transfer, excise, personal property or similar Tax;

(4) any Tax withheld, deducted or imposed on a payment to an individual and that is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;

(5) any Tax imposed on any payment made on any Note presented for payment (where presentation is required) by or on behalf of a Holder of a Note who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union;

(6) any Tax payable other than by deduction or withholding from payments under, or with respect to, the Notes;

(7) any Tax to the extent such Tax is imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the surviving entity’s reasonable written request addressed to the Holder at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;

(8) any Tax imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation, or any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;

(9) any Tax imposed on a payment on a Note to any Holder that is not the sole beneficial owner of the Note or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a partner or member of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficial owner, beneficiary, settlor, partner or member been the Holder;

(10) any withholding Tax imposed by the United States or a political subdivision thereof; or

(11) any combination of clauses (1) through (10) above.

(c) Whenever in this Indenture or the Notes there is a reference, in any context, to the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, the Notes, such reference shall be deemed to include the payment of Additional

Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.”

7. In addition to the definitions set forth in Article 1 of the Indenture, the Notes shall include the following additional definitions, which, in the event of a conflict with the definition of terms in the Indenture, shall control:

“Additional Amounts” has the meaning specified in Section 5.01(b) of the Indenture.

“Attributable Debt” means when used in connection with a sale and lease-back transaction referred to in Section 4.10, on any date as of which the amount of Attributable Debt is to be determined, the product of (a) the net proceeds from the sale and lease-back transaction multiplied by (b) a fraction, the numerator of which is the number of full years of the term of the lease relating to the property involved in the sale and lease-back transaction (without regard to any options to renew or extend such term) remaining on the date of the making of the computation, and the denominator of which is the number of full years of the term of the lease measured from the first day of the term.

“Change of Control” means the occurrence of one or more of the following events:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock, measured by voting power rather than number of shares;

(3) the Company or one of its Subsidiaries consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company or one of the Company’s Subsidiaries, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the outstanding Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction; or

(4) the adoption of a plan relating to the Company’s liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (a) the Company becomes a direct or indirect wholly owned Subsidiary of a holding company and (b) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Event.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Assets” means, at any date, the Company’s total assets and the assets of the Company’s consolidated Subsidiaries that would be reflected on a consolidated balance sheet of the Company and the Company’s consolidated Subsidiaries as at such date in accordance with GAAP.

“Consolidated Tangible Assets” means, at any date, the remainder of (a) the Consolidated Assets as of the last day of the most recently ended Fiscal Period, minus (b) the Intangible Assets of the Company and its consolidated Subsidiaries, as recorded in accordance with GAAP in the Company’s consolidated financial statements, as of such last day.

“Exempted Debt” means the sum, without duplication, of the following items outstanding as of the date Exempted Debt is being determined:

(1) Indebtedness of the Company and its Subsidiaries incurred after the date of this Indenture and secured by Liens created or assumed or permitted to exist pursuant to Section 4.08; and

(2) Attributable Debt of the Company and its Subsidiaries in respect of all sale and lease-back transactions with regard to any property entered into pursuant to Section 4.10.

“Fiscal Period” means a fiscal period of the Company or any of the Company’s Subsidiaries, which shall be either a calendar quarter or an aggregate period comprised of three consecutive periods of four weeks and five weeks (or, on occasion, six weeks instead of five), currently commencing on or about each

January 1, April 1, July 1 or October 1.

“Fitch” means Fitch, Inc., and its successors.

“Funded Debt” means all indebtedness for money borrowed, including purchase money indebtedness, having a maturity of more than one year from the date of its creation or having a maturity of less than one year but by its terms being renewable or extendible at the option of the obligor, beyond one year from the date of its creation.

“Independent Investment Banker” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC and their respective successors or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Intangible Assets” means, with respect to any Person, that portion of the book value of the assets of such Person which would be treated as intangibles under GAAP, including all items such as goodwill, trademarks, trade names, brands, trade secrets, customer lists, vendor relationships, copyrights, patents, licenses, franchise conversion rights and rights with respect to any of the foregoing and all unamortized debt or equity discount and expenses less any accumulated amortization recorded.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); and the equivalent investment grade rating from any replacement Rating Agency or Agencies appointed by the Company.

“Moody’s” means Moody’s Investors Service, Inc., a Subsidiary of Moody’s Corporation, and its successors.

“Permitted Merger Transaction” means any consolidation or merger of the Company with or into any other corporation, limited liability company, limited partnership or other legal entity, or any sale, lease or conveyance of all or substantially all of the Company’s assets to another legal entity organized and existing under the laws of the United States, any country in the European Union, the United Kingdom, Canada, Israel, Switzerland or any U.S. state.

“Principal Property” means the Company’s corporate headquarters and any warehouse or distribution center owned at the date of this Indenture or acquired after that date by the Company or any of its Subsidiaries which is located within the United States, other than: (i) any property which in the opinion of the Company’s Board of Directors is not of material importance to the total business conducted by the Company as an entity; or (ii) any portion of a particular property which is similarly found not to be of material importance to the use or operation of such property.

“Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if more than one of such Rating Agencies cease to rate the Notes or fail to make a rating of the Notes publicly available, the Company will appoint a replacement for each such Rating Agency that is a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

“Ratings Event” means ratings of the Notes are lowered by each of the Rating Agencies and the Notes are rated below Investment Grade by each of the Rating Agencies in any case on any day during the period (the “Trigger Period”) commencing on the date 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended for so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies).

“Reference Treasury Dealer” means (1) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer (a “Primary Treasury Dealer”), the Company will substitute for such firm another Primary Treasury Dealer, and (2) any three other Primary Treasury Dealers selected by the Independent Investment Banker after consultation with the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption Date.

“Relevant Taxing Jurisdiction” means a jurisdiction in which an entity is a tax resident.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Taxes” means any present or future tax, duty, assessment or similar charge.

“Treasury Rate” means, with respect to any Optional Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three

months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the Optional Redemption Date.

8. The undersigned is authorized to approve the form, terms and conditions of the Notes pursuant to the Resolutions and the Pricing Officer’s Certificate.

9. Attached hereto as Annex B is a true and correct copy of the Resolutions and the Pricing Officer’s Certificate.

10. The Notes shall be issued as Global Securities (subject to exchange for definitive certificated Notes under the circumstances provided in the Indenture) and The Depository Trust Company shall be Depository for the Notes.

11. Attached hereto as Annex C is a true and correct copy of the letter addressed to the Trustee entitling the Trustee to rely on certain paragraphs of the Opinion of Counsel attached thereto, which Opinion relates to the Notes and is delivered in compliance with Section 11.04(2) of the Indenture.

12. The undersigned has reviewed the provisions of the Indenture, including the covenants and conditions precedent pertaining to the authentication and issuance of the Notes.

13. In connection with this certificate, the undersigned has examined documents, corporate records and certificates and has spoken with other officers of the Company.

14. The undersigned has made such examination and investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the covenants and conditions precedent of the Indenture pertaining to the authentication and issuance of the Notes have been satisfied.

15. In my opinion all of the covenants and conditions precedent provided for in the Indenture for the authentication and issuance of the Notes have been satisfied.

Terms used herein that are not otherwise defined but that are defined in the Indenture or the Notes shall have the meanings ascribed thereto in the Indenture or the Notes, as the case may be.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned officer has executed this certificate as of the date first written above.

INGRAM MICRO INC.


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

[Signature Page to Officer’s Certificate Pursuant to the Indenture]

ANNEX A

Form of Note

(Face of Note)

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.04 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.04(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CUSIP 457153 AG9

4.950% Notes due 2024

No. 1

$500,000,000

INGRAM MICRO INC.

promises to pay to CEDE & CO. or registered assigns, the principal sum of FIVE HUNDRED MILLION Dollars on December 15, 2024.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: December 15, 2014

INGRAM MICRO INC.


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

[SIGNATURE PAGE TO THE NOTE]

This is one of the Global Securities referred to in the

within-mentioned Indenture:

Dated: December 15, 2014

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

By:

Name: Anthony D’ Amato

Title: Associate

[SIGNATURE PAGE TO THE NOTE]

(Back of Note)

4.950% Notes due 2024

Capitalized terms used herein have the meanings assigned to them in the Indenture and the Officer’s Certificate referred to below unless otherwise indicated.

1. INTEREST. Ingram Micro Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 4.950% per annum (the “Original Interest Rate”) from the date hereof until maturity. The Company will pay interest semi-annually on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date will be June 15, 2015. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes will be payable at the office or agency of the Paying Agent and Registrar within the City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments of principal, premium and interest with respect to Notes the Holders of which have given wire transfer instructions to the Trustee will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts. The Company or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. This Note is a duly authenticated security of the Company issued and to be issued under an indenture (the “Indenture”), dated as of August 10, 2012, between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by the Officer’s Certificate dated December 15, 2014 delivered pursuant to Sections 2.02 and 11.04 thereto (the “Officer’s Certificate”) and by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the “Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture, the Officer’s Certificate and the Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture or the

Officer’s Certificate, the provisions of the Indenture or the Officer’s Certificate, as the case may be, will govern and be controlling.

5. OPTIONAL REDEMPTION. Subject to the terms and conditions of Article 3 of the Officer’s Certificate, the Company may redeem the Notes in whole at any time or in part from time to time, at its option. If the Optional Redemption Date is before September 15, 2024, the Optional Redemption Price shall equal the greater of:

(1) 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including the Optional Redemption Date, or

(2) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of those payments in interest accrued as of the Optional Redemption Date) discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 45 basis points plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Optional Redemption Date; provided that the principal amount of a Note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.

If the Optional Redemption Date is on or after September 15, 2024, the Optional Redemption Price shall equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Optional Redemption Date; provided that the principal amount of a note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.

On or before the Optional Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the Optional Redemption Price of and accrued interest for all Notes to be redeemed on the Optional Redemption Date.

If the Company complies with the provisions of the preceding paragraph, on and after the Optional Redemption Date, interest shall cease to accrue on the Notes or any portion thereof called for redemption, and other than the right to receive the Optional Redemption Price of the Notes, all rights under the Notes to be redeemed shall terminate. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Optional Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal.

6. REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem under paragraph 5 above, the Company will be required to make an offer to each Holder of Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, pursuant to and in accordance with the offer described in this paragraph; provided that after giving effect to the purchase, any Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount.

7. NOTICE OF REDEMPTION. Holders of Notes to be redeemed as provided in Article 3 of the Officer’s Certificate will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption.

8. INTEREST RATE ADJUSTMENT.

The interest rate payable on the Notes will be subject to adjustment from time to time if Moody’s or S&P (or, if applicable, any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act that is selected by the Company (as certified by a resolution of the Board of Directors) as a replacement for Moody’s or S&P, as the case may be, (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency”, and together they are “Interest Rate Rating Agencies”.

If the rating of the Notes from Moody’s (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase from the Original Interest Rate by an amount equal to the percentage set forth opposite that rating:

Moody’s Rating Percentage*
Ba1	0.25%
Ba2	0.50%
Ba3	0.75%
B1 or below	1.00%

If the rating of the Notes from S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase from the Original Interest Rate by an amount equal to the percentage set forth opposite that rating:

S&P Rating Percentage *
BB+	0.25%
BB	0.50%
BB-	0.75%
B+ or below	1.00%

*Including the equivalent ratings of any Substitute Rating Agency.

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments.

No adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes. If at any time less than two Interest Rate Rating Agencies provide a rating on the Notes for reasons beyond the Company’s control, the Company will use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the per annum interest rate on the Notes pursuant to the tables above, (1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on the Notes but which has since ceased to provide such rating, (2) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table, and (3) the per annum interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (2) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above and (b) no Interest Rate Rating Agency provides a rating on the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. If Moody’s or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be.

If at any time the interest rate on the Notes has been adjusted upward and any of the Interest Rate Rating Agencies subsequently increases its rating of the Notes, the interest rate on the Notes will be decreased such that the interest rate on the Notes equals the Original Interest Rate plus the applicable percentages set forth opposite the ratings in effect immediately following the increase in the tables above; provided that if Moody’s or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on the Notes will be decreased to the Original Interest Rate.

Any interest rate increase or decrease described above will take effect from the first day of the interest period during which a rating change occurs requiring an adjustment in the interest rate.

If any Interest Rate Rating Agency changes its rating of the Notes more than once during any particular interest period, the last such change by such agency to occur will control in the event of a conflict for purposes of any interest rate increase or decrease with respect to the Notes described above.

The interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any Interest Rate Rating Agency) if the Notes become rated “Baa2” (or its equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “BBB” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if rated by only one Interest Rate Rating Agency, in each case with a stable or positive outlook.

If the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The determination of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided that such determination shall not be a duty or obligation of the Trustee. The Company shall promptly notify the Trustee and the Holders in writing upon any such determination, and the Trustee may conclusively rely upon any such notice and shall be fully protected in acting or refraining from acting in reliance thereupon.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notes may be transferred or exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture and the Officer’s Certificate. The Company need not exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture and the Officer’s Certificate may be amended as provided in the Indenture. Subject to certain exceptions, the Company and the Trustee may enter into a supplemental indenture with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes affected by such supplemental indenture (voting as one class) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or this Officer’s Certificate or of modifying in any manner the rights of the Holders of the Notes, and the Company’s compliance with any provision of the Indenture with respect to the Notes may be waived by written notice to the Trustee by the Holders of a majority of the aggregate principal amount of the outstanding Notes affected by the waiver (voting as one class). Without the consent of any Holder of Notes, the Indenture or the Notes may be amended or modified in order to: (i) cure ambiguities, defects or inconsistencies, provided that such amendment or modification shall not materially adversely affect the rights of Holders; (ii) provide for the assumption of the Company’s obligations in the case of a merger or consolidation and the Company’s discharge upon such assumption; (iii) make any change that would provide any additional rights or benefits to the Holders of the Notes; (iv) provide for or add guarantors with respect to the Notes; (v) secure the Notes; (vi) establish the form or forms of Notes; (vii) conform any provision in the Indenture to the “Description of Debt Securities” filed on Form S-3 or the “Description of the Notes” in any accompanying prospectus supplements; or (viii) make any change that does not materially adversely affect the rights of Holders.

12. DEFAULTS AND REMEDIES. Subject to the terms and conditions of Section 6.01 of the Indenture, an “event of default” occurs if there is a: (i) default in paying interest on any Notes when they become due and the default continues for a period of 30 days or more; (ii) default in paying principal, or premium, if any, on the Notes when due; (iii) default in the performance or breach of any covenant in the Indenture (other than defaults in (i) and (ii) above) and the default or breach continues for a period of 60 days or more after the Company receives written notice from the Trustee or the Trustee receives notice from the Holders of at least 25% in aggregate principal amount of the outstanding Notes; or (iv) certain events of bankruptcy or insolvency occur with respect to the Company.

If an Event of Default (other than an Event of Default specified in subsection (iv) above with respect to the Company) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of not less than 25% in principal amount of the outstanding Notes, will by written notice, require the Company to repay immediately the entire principal amount of the outstanding Notes, together with all accrued and unpaid interest and premium, if any. If an Event of Default specified in subsection (iv) above with respect to the Company occurs and is continuing, then the entire principal amount of the outstanding Notes shall automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default relating to the payment of principal or interest.

Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of premium or interest on, or the principal of, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration of such Notes and its consequences, including any related payment default that resulted from such acceleration.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services or the Company or its Affiliates, may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not the Trustee.

14. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes, Indenture or Officer’s Certificate or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

15. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17. CUSIP NUMBERS. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption

and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or the omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers.

18. COPIES OF INDENTURE. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Ingram Micro Inc.

1600 E. St. Andrew Place

Santa Ana, CA 92705-4926

Facsimile No.: (714) 566-7900

Attention: General Counsel

19. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s social security number or tax identification number)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:_______________________

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No:

	Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.09 of the Indenture, as amended and supplemented by the Officer’s Certificate, check the box below:

o Section 4.09

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.09 of the Indenture, as amended and supplemented by the Officer’s Certificate, state the amount you elect to have purchased: $_________________

Date:_______________________

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No:

	Signature Guarantee:

ANNEX B

RESOLUTIONS AND PRICING OFFICER’S CERTIFICATE

Ingram Micro Inc. Board Resolutions Adopted Effective November 10, 2014

The Securities Offering

WHEREAS, the Board of Directors of Ingram Micro Inc. (the “Corporation”) has determined that it is in the best interests of the Corporation to undertake an offering (the “Offering”) of up to $[•] million aggregate principal amount of debt securities (the “Securities”);

NOW, THEREFORE BE IT RESOLVED, that the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Executive Vice President, Secretary and General Counsel (the “Authorized Officers”) shall approve, and that the Authorized Officers are, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, and, subject in each case to the determination and approval by the Pricing Officer (as defined below) of the matters delegated to each Authorized Officer (as set forth below), to negotiate, execute and deliver the Securities, an underwriting agreement (including determination of the underwriting discount) with Morgan Stanley & Co. LLC and/or Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representatives of the several Underwriters listed on Schedule 1 thereto (the “Underwriters”), an indenture (the “Indenture”) with a trustee to be appointed by the Authorized Officers, as trustee (the “Trustee”), pursuant to which the Securities shall be issued, and such other documents as may be necessary or advisable in connection with the Offering, in each case in such form and having such terms as may be approved by the Authorized Officer executing the same, such approval to be conclusively evidenced by such Authorized Officer’s execution thereof.

RESOLVED FURTHER, that upon the execution and delivery of the Indenture, the Securities, in an aggregate principal amount as set forth in the Indenture, may forthwith be executed by the Corporation and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Corporation and signed by such officers of the Corporation as provided in the Indenture, such Securities so authenticated and delivered thereby entitling the holders thereof to such rights, and subjecting them to such limitations, as are set forth in the Indenture; and that each of the officers of the Corporation as provided in the Indenture be, and hereby are, authorized, for and on behalf of the Corporation, to execute such Securities in substantially the form provided by the Indenture, with such changes therein and additions and supplements thereto as shall be approved by the officer executing such Securities (such approval to be conclusively evidenced by such officer’s execution thereof), provided that the signature of any such officer upon such Securities may be in facsimile or via email or may be imprinted or otherwise reproduced on such Securities, the Corporation hereby adopting as binding upon it the facsimile signature of any person who shall be an officer of the Corporation at the time of the execution of such Securities, notwithstanding the fact that at the time such Securities shall be authenticated or delivered or disposed of, he or she shall have ceased to be such officer of the Corporation, and if any officer who signs such Security or whose facsimile signature appears thereon shall cease to be an officer prior to the issuance of the Securities, such Securities so signed or bearing such facsimile signature shall nevertheless be valid, and provided that the seal of the Corporation may be in facsimile and may be impressed, affixed, imprinted or otherwise reproduced on such Securities.

1933 Act Registration

RESOLVED FURTHER, that the Authorized Officers are, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to cause to be prepared, executed and filed with the

Commission any supplements to the prospectus contained in the Registration Statement on Form S-3 (File No.333-183108), as such officer may deem necessary or desirable or as may be required by the Commission, and to do such other acts or things and execute such other documents and file such exhibits as such officer may deem necessary or desirable to cause the Registration Statement, as amended and supplemented, to comply with the Act and the rules and regulations thereunder.

Agent for Service

RESOLVED FURTHER, that for the purpose of complying with the laws of the various states wherein the Securities are to be offered and sold, the Board of Directors hereby appoints the Secretary of State or Securities Commissioner or such other entity as designated in each state as the Corporation’s Agent upon whom may be served any notice, process or pleading in any action or proceeding arising out of or in connection with the offer or sale of the Securities or out of any alleged violation of the aforesaid laws with power conferred upon him as such Agent by such laws; and hereby consents that any action or proceeding against the Corporation may be commenced in any court of competent jurisdiction and proper venue within such states by service of process upon said officer with the same effect as if the Corporation were organized or created under the laws of such state and had been lawfully served with process in such state.

Expenses

RESOLVED FURTHER, that the Authorized Officers are, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to pay the expenses incurred by or on behalf of the Corporation in connection with the Offering.

Approval by Pricing Officer

RESOLVED FURTHER, that the issuance of the Securities and any documentation related thereto shall be subject to final approval of the terms thereof, including, but not limited to, the maturity date and interest rate of the Securities, by the Chief Executive Officer of the Corporation or the Chief Financial Officer of the Corporation (the “Pricing Officer”), which shall be evidenced by delivery of a certificate substantially in the form attached as Exhibit 1 attached hereto (the “Pricing Certificate”).

General

RESOLVED FURTHER, that the Authorized Officers are, and each of them hereby is, authorized and directed to take or cause to be taken all such further actions, and to execute and deliver or cause to be delivered all such further instruments and documents in the name and on behalf of the Corporation and to incur all such fees and expenses, all as in their judgment is deemed necessary or advisable in order to carry into effect each of the foregoing resolutions and that the actions of any officer of the Corporation authorized by the foregoing resolutions or which would have been authorized by the foregoing resolutions except that such actions were taken prior to the adoption of such resolutions be, and they hereby are, ratified, confirmed, approved and adopted as actions of the Corporation.

EXHIBIT 1

CERTIFICATE OF

PRICING OFFICER OF

INGRAM MICRO INC. (a Delaware corporation)

The undersigned, the Chief Financial Officer of Ingram Micro Inc. (the “Corporation”), hereby certifies as follows:

Pursuant to the resolutions adopted by the Board of Directors of the Corporation effective as of November 10, 2014, and the authority granted to the undersigned therein, the undersigned hereby approves the terms of the offering of the 4.950% Senior Unsecured Notes due 2024 of the Corporation, in accordance with such resolutions and the following:

Title of Securities:		4.950% Senior Unsecured Notes due 2024 of the Corporation
Aggregate Principal Amount:		$500,000,000
Purchase Price to Underwriters (as % of Principal Amount):		98.999%
Discount to Underwriters (as % of Principal Amount):		0.650%
Price to Investors (as % of Principal Amount:		99.649%
Interest Rate:		4.950%
Yield to Maturity:		4.995%
Maturity Date:		December 15, 2024
Pricing Date:		December 10, 2014
Closing Date:		December 15, 2014

Dated as of: December 10, 2014


/s/ William D. Humes
William D. Humes
Chief Financial Officer

[Signature Page to the Pricing Officer’s Certificate]

ANNEX C

TRUSTEE RELIANCE LETTER

December 15, 2014

Deutsche Bank Trust Company Americas, as Trustee

Trust & Security Services

60 Wall Street

MS NYC60-1630

New York, NY 10005

Ladies and Gentlemen:

We have acted as counsel to Ingram Micro Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 4.950% notes due 2024 (the “Securities”). The Securities are to be issued pursuant to the provisions of the Indenture dated as of August 10, 2012 (the “Indenture”) between the Company and yourself, as Trustee, and an Officer’s Certificate dated December 15, 2014 issued pursuant thereto.

We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional qualification set forth below, we are of the opinion that the (i) form and terms of the Securities have been established in conformity with the provisions of the Indenture; and (ii) conditions precedent provided for in the Indenture relating to the authentication and delivery of the Securities have been complied with.

In rendering the opinions set forth above, we hereby advise you that: (i) we have read the provisions of the Indenture setting forth conditions precedent to authentication and delivery of the Securities; (ii) we have examined the documents and instruments referred to above; and (iii) it is

Deutsche Bank Trust Company Americas

December 15, 2014

our opinion that this examination is sufficient to enable us to express an informed opinion as to whether or not the conditions precedent referred to above have been complied with.

We are members of the Bars of the State of New York and the State of California, and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America.

Attached is a copy of our opinion dated today given in connection with the issuance and sale of the Securities to a group of underwriters. We advise you that, in your capacity as Trustee under the Indenture, you may rely on the opinions in paragraph numbers 1, 3, 4, 7 and 8 in the attached opinion subject to the assumptions, qualifications and limitations set forth therein, as if it were addressed to you.

This opinion is rendered solely to you in your capacity as Trustee under the Indenture. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.

Very truly yours,

/s/ Davis Polk & Warwell LLP

Exhibit 5.1

EXHIBITS 5.1 AND 23.1

OPINION OF DAVIS POLK & WARDWELL LLP

December 15, 2014

Ingram Micro Inc.

1600 E. St. Andrew Place

Santa Ana, California 92705

Ladies and Gentlemen:

We have acted as special counsel for Ingram Micro Inc., a Delaware corporation (the “Company”), in connection with the Company’s offering of $500,000,000 aggregate principal amount of 4.950% Notes due 2024 (the “Notes”) in a public offering pursuant to an underwriting agreement dated December 10, 2014 (the “Underwriting Agreement”) among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (the “Representatives”), as representatives of the several underwriters listed in Schedule II thereto (the “Underwriters”). The Notes are to be issued pursuant to an Indenture dated as of August 10, 2012 (the “Indenture”) by and between the Company and Deutsche Bank Trust Company Americas, as Trustee, and an Officer’s Certificate to be issued pursuant thereto on December 15, 2014. The Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-183108, the “Registration Statement”) pursuant to the provisions of the Securities Act of 1933, as amended.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company, as applicable, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

In addition, we have assumed that the Indenture and the Notes (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party, provided that we make no such assumption to the extent that we have specifically opined as to such matters with respect to the Company.

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that we express no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ DAVIS POLK & WARDWELL LLP