AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

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                                                                   EXHIBIT 10.41

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 1

                                        TO

                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

                          Dated as of October 24, 2003

                  THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE

AGREEMENT (this "Amendment") is entered into as of October 24, 2003 by and

between INGRAM FUNDING, INC., a Delaware corporation (the "Company") and INGRAM

MICRO INC., a Delaware corporation ("Ingram Micro"). Capitalized terms used in

this Amendment which are not otherwise defined herein shall have the meanings

given such terms in the Amended and Restated Receivables Sale Agreement referred

to below or the "Pooling Agreement" defined therein.

                                    RECITALS:

                  WHEREAS, the Company and Ingram Micro, in its capacities as

seller and servicer, are parties to an Amended and Restated Receivables Sale

Agreement dated as of March 8, 2000 (as amended, restated, supplemented or

otherwise modified from time to time, the "Receivables Sale Agreement"); and

                   WHEREAS, the Company and Ingram Micro have agreed to amend the

Receivables Sale Agreement on the terms and conditions set forth herein and in

the Receivables Sale Agreement;

                  NOW, THEREFORE, in consideration of the premises set forth

above, the terms and conditions contained herein, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

Company and Ingram Micro hereby agree as follows.

                  1.        Amendment to Receivables Sale Agreement. Effective as

of the date hereof and subject to the satisfaction of the conditions precedent

set forth in Section 2 below, the Receivables Sale Agreement is amended to

replace Schedule 3 thereto with Schedule 3 attached hereto.

                   2.        Conditions of Effectiveness of this Amendment. This

Amendment shall become effective as of the date hereof (the "Effective Date")

when, and only when, the Agent shall have received each of the following:

                                     (a)       counterparts of this Amendment duly

                  executed by the Company, Ingram Micro and the Agent;

                                    (b)       evidence satisfactory to the Agent

                  that the Rating Agency Condition is satisfied; and

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                                    (c)       such other documents, instruments

                  and agreements as the Agent may reasonably request.

                  3.        Representations and Warranties.

                            3.1       Upon the effectiveness of this Amendment,

         the Company and Ingram Micro each (a) hereby reaffirms in all material

         respects all covenants, representations and warranties made by it in

         the Receivables Sale Agreement and each other Transaction Document to

         the extent the same are not amended hereby and except to the extent the

         same expressly relates solely to an earlier date, (b) agrees that all

         such covenants, representations and warranties shall be deemed to have

         been re-made as of the Effective Date of thi