SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

OMNIBUS AMENDMENT NO. 11 and LIMITED WAIVER

Dated as of April 1, 2008

to

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 12, 2007

THIS OMNIBUS AMENDMENT No. 11 and LIMITED WAIVER (this “ Amendment ”) is entered into as of April 1, 2008, by and among SYNNEX CORPORATION, a Delaware corporation (the “ Borrower ”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“ GE Capital ”), as a Lender and in its capacity as the contractual representative for itself and the Lenders (the “ Agent ”), BANK OF AMERICA, N.A., as a Lender (“ Bank of America ”), SUMITOMO MITSUI BANKING CORPORATION, as a Lender (“ SMBC ”) and each other Person identified on the signature pages hereto as a “New Lender” (together with GE Capital, Bank of America and SMBC, the “ Lenders ”). Capitalized terms used in this Amendment which are not otherwise defined herein, shall have the meanings given such terms in the Credit Agreement (as defined below), as amended hereby.

RECITALS:

WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of February 12, 2007, as amended by that certain Amendment No. 1 and Confirmation, dated as of March 9, 2007, as further amended by that certain Amendment No. 2 and Limited Waiver, dated April 27, 2007, as further amended by that certain Amendment No. 3, dated May 14, 2007, as further amended by that certain Amendment No. 4, dated August 31, 2007, as further amended by that certain Amendment No. 5, dated September 28, 2007, as further amended by that certain Amendment No. 6, dated October 31, 2007, as further amended by that certain Amendment No. 7, dated November 30, 2007, as further amended by that certain Amendment No. 8, dated February 11, 2008, as further amended by that certain Amendment No. 9, dated February 25, 2008 (“ Amendment No. 9 ”), and as further amended by that certain Amendment No. 10, dated March 27, 2008 (the “ Credit Agreement ”);

WHEREAS, the Borrower and Agent are parties to that certain Amended and Restated Security Agreement dated as of July 9, 2002, as amended by that certain Omnibus Amendment and Reaffirmation Agreement dated as of February 12, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”);

WHEREAS, in connection with the NAE Acquisition, Borrower has requested certain amendments to the consent provided in Amendment No. 9 with respect thereto as well as certain amendments to the Credit Agreement and Security Agreement and certain limited waivers to the Credit Agreement set forth below;

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 Borrower, the Lenders and the Agent hereby agree as follows:

1. Amendment to the Consent . As of the Effective Date, Sections 3.2, 3.3(b) and 3.6 of the consent to the NAE Acquisition in Amendment No. 9 are hereby deleted and replaced with the following, respectively:

3.2 (a) No liabilities or obligations under the Existing LSA shall be assumed by Borrower or any of its Subsidiaries and no liabilities or obligations under any letter of credit shall be assumed by Borrower or any of its Subsidiaries (including, but not limited to, any letter of credit the beneficiary of which is Hewlett-Packard Company or any of its Affiliates), and (b) a payoff letter shall have been executed and delivered by the administrative agent under the Existing LSA with GE Capital as an addressee thereof in form and substance reasonably satisfactory to GE Capital providing for, inter alia, the payment in full of all obligations and liabilities under the Existing LSA and release of all Liens and delivery of documents necessary to effectuate such release (the “ Payoff Letter ”); provided , that on the date of consummation of the NAE Acquisition, Borrower may assume all principal and interest payment obligations under the Existing LSA payable on such date as set forth in the Payoff Letter and agreed to by GE Capital so long as such amounts are paid on such date in accordance with the Payoff Letter to the financing providers under the Existing LSA extinguishing any and all other obligations of Borrower with respect thereto; provided further, that with the prior consent of GE Capital (subject to its sole discretion) Borrower may be permitted to cash collateralize 102% of (x) the face amount of that certain letter of credit number 407467 issued June 14, 2000, with the beneficiary Watson Land Co. in a maximum available face amount of $120,000 and (y) the face amount of that certain letter of credit number 580342 issued September 15, 2006, with the beneficiary Shanghai Hewlett Packard in a maximum available face amount of $2,000,000;

3.3 (b) Section 6.2(g)(viii), (x), (xi) and (xii) shall be complied with in respect of the NAE Acquisition and in connection therewith, Agent hereby advises Borrower of the following required deliverables pursuant to Section 6.2(g)(x)(A) and 6.2(g)(xii): (i) the schedules with respect to the purchase agreement, (ii) execution copies of all documents delivered in connection with the closing of the NAE Acquisition, (iii) the documentation specified in Section 5.10 with respect to the NAE Assets on the terms set forth in, and subject to the terms of such

Section, and (iv) all documentation necessary to provide Agent with a first priority perfected security interest in all intellectual property constituting NAE Assets and all information necessary for Agent to make filings with the U.S. Patent and Trademark Office to reflect such security interest;

3.6 [Intentionally Omitted.]

2. Amendment to the Credit Agreement . As of the Effective Date, the Credit Agreement is hereby amended as follows:

(a) The preamble is hereby amended by deleting the parenthetical “(this “ Agreement ”)” and replacing it with the following: “(as amended, restated, supplemented and otherwise modified from time to time, this “ Agreement ”)”.

(b) The following new Section 1.2(h) is added in the proper alphanumerical order:

(h) For the purposes of increasing the Revolving Credit Commitments, the Borrower may request new or additional commitments in an amount of up to $30,000,000 (a “ 3rd Incremental Commitment ”) from one or more Lenders or other Persons consented to by the Agent pursuant to the 3rd Incremental Commitment Agreement (each such Person upon satisfaction of the conditions set forth herein, a “ 3rd Incremental Lender ”) so long as (w) the effective date of such 3rd Incremental Commitment (as determined based upon when the applicable conditions precedent thereto are satisfied) shall be on or prior to May 31, 2008, (x) after giving effect to such 3rd Incremental Commitment, the Revolving Credit Commitment shall not exceed $150,000,000, (y) Borrower provides Lenders with at least 10 days’ prior written notice of its request for a 3rd Incremental Commitment, and (z) on the date on which such 3rd Incremental Commitment is requested to be effective (such date, an “ 3rd Incremental Commitment Date ”), no Default or Event of Default shall have occurred and be continuing, or will occur after giving effect to such 3rd Incremental Commitment. No 3rd Incremental Commitment pursuant to this Section 1.2(h) shall be effective unless the Borrower delivers to the Agent (1) a 3rd Incremental Commitment Agreement executed and delivered by the Borrower and the related 3rd Incremental Lenders, (2) a certificate executed by an officer of the Borrower listed in Schedule 10.8 to the effect that the condition set forth in clause (z)  above is satisfied and (3) substantially similar legal opinions and corporate certificates as requested in connection with funding the 2 ^nd Incremental Commitment under clause (g)  above. Neither the Agent nor any Lender shall be obligated to deliver or fund any 3rd Incremental Commitment pursuant hereto unless such Person

becomes party to a 3rd Incremental Commitment Agreement as a 3rd Incremental Lender. On each 3rd Incremental Commitment Date, and as a condition to becoming a Lender hereunder, the applicable 3rd Incremental Lenders shall fund Advances to the Agent in an amount necessary for such 3 ^rd Incremental Lender’s Pro Rata Share to be equal to (I) the sum of (A) such Lender’s Revolving Credit Advances, plus (B) such Lender’s share of the obligations to purchase participations in Swing Line Advances and refinance Swing Line Advances pursuant to Section 1.1(b) of this Agreement, divided by (II) the aggregate outstanding principal amount of the Revolving Credit Loan and the Swing Line Loan on such 3rd Incremental Commitment Date. Upon receipt of such amount, the Agent shall disburse such amounts to the other Lenders ratably in accordance with their Pro Rata Shares. Notwithstanding anything herein to the contrary, in connection with any request by Borrower for a 3rd Incremental Commitment hereunder by any Person, Borrower shall first deliver to the Agent a written notice requesting that the existing Lenders provide such 3rd Incremental Commitment hereunder based on such Lenders’ Pro Rata Shares, and to the extent that any Lender hereunder agrees to provide any portion of such 3rd Incremental Commitment, such Lender shall always be entitled to fund a portion of such 3rd Incremental Commitment that is necessary to preserve its Pro Rata Share hereunder as in effect immediately prior to giving effect to such 3rd Incremental Commitment.

(c) ARTICLE V of the Credit Agreement is hereby amended by adding Section 5.18 thereto to read as follows:

Section 5.18. Dissolution of NAE Newco . Borrower shall dissolve NAE Newco within thirty (30) days of the date of the Eleventh Amendment.

3. Amendment to Annex A to the Credit Agreement . As of the Effective Date, Annex A to the Credit Agreement is hereby amended as follows:

(a) The defined term “Intercreditor Agreements” is hereby deleted in its entirety and replaced with the following:

“ Intercreditor Agreements ” shall mean each of (i) that certain Amended and Restated Intercreditor Agreement dated as of the date hereof, among the Borrower, SFC, the other Subsidiaries of the Borrower from time to time party thereto and GE Capital, and acknowledged by Redwood Receivables Corporation, (ii) the IBM Intercreditor Agreement, (iii) the GECDFC Intercreditor Agreement, and (iv) each other intercreditor agreement entered

into from time to time by the Borrower, SFC, any Subsidiaries of the Borrower, GE Capital in various capacities, and other creditors, in each case as amended, supplemented or otherwise modified from time to time.

(b) The defined term “NAE Assets” is hereby deleted in its entirety and replaced with the following:

“ NAE Assets ” means all assets acquired in connection with the NAE Acquisition.

(c) The following new defined terms are hereby added to Annex A in the proper alphabetical order as follows:

“ Eleventh Amendment ” means that certain Amendment No. 11, dated as of April 1, 2008, to the Agreement.

“ 3rd Incremental Commitment ” shall have the meaning assigned to it in Section 1.2(h) .

“ 3rd Incremental Commitment Agreement ” means an agreement delivered by a 3rd Incremental Lender, in form and substance reasonably satisfactory to the Agent and accepted by it and the Borrower, by which such 3rd Incremental Lender confirms its new or additional commitment pursuant to Section 1.2(h) and agrees to become bound to this Agreement and the other Loan Documents as a “Lender” thereunder.

“ 3rd Incremental Commitment Date ” shall have the meaning assigned to it in Section 1.2(h) .

“ 3rd Incremental Lender ” shall have the meaning assigned to it in Section 1.2(h) .

(d) The defined term “Canadian Subsidiary Securitization Agreement” is hereby amended by deleting the word “and” prior to the words “the Sixth Amendment” and by adding the following language immediately prior to the “.” at the end of such definition:

“the Seventh Amendment to Receivables Purchase Agreement, dated as of November 28, 2007, the Eighth Amendment to Receivables Purchase Agreement, dated as of November 28, 2007, and the Ninth Amendment to Receivables Purchase Agreement, dated as of February 8, 2008”

(e) The parenthetical in clause (ii) of the “Borrowing Base” definition is hereby deleted in its entirety and replaced with the following:

“( provided , however , that the sum of clauses (i) and (ii) of this definition shall in no event exceed $120,000,000)”

4. Amendment to Annex B to Credit Agreement . As of the Effective Date, Annex B to the Credit Agreement is hereby amended as follows:

(a) Paragraph 4 is hereby amended by adding the phrase “or which are flexible spending accounts” at the end of the first parenthetical of the first sentence thereof.

(b) New paragraph 13 is added in the proper alphanumerical order as follows:

13. Account Number 2655107909428 maintained with Wachovia Bank (as successor to First Union National Bank) acquired by Borrower in connection with the NAE Acquisition shall be used only to deposit cash and checks received consistent with past practices in the ordinary course of business in connection with goods, merchandise or services sold on the same day on which such payment is received, and such deposit account shall be closed no later than 30 days after the date hereof. At no time shall amounts on deposit therein be greater than $100,000. No Blocked Account Agreement or Restricted Account Agreement shall be required to be delivered with respect to the aforementioned Wachovia deposit account.

(c) New paragraph 14 is added in the proper alphanumerical order as follows:

14. Borrower may maintain in the name of New Age Electronics, Inc. the five deposit accounts maintained with Wells Fargo Bank acquired by Borrower in connection with the NAE Acquisition provided that within 10 days of the date hereof the name of such account is changed to the name of Borrower or such deposit account is closed.

(d) Attachment I to Annex B is hereby deleted in its entirety and replaced with Exhibit B attached hereto.

5. Amendments to Schedules to the Credit Agreement . As of the Effective Date, the following schedules to the Credit Agreement are hereby amended by deleting them in their entirety and replacing them to read as set forth in Exhibit C :

Schedules 3.2 (Executive Offices, Collateral Locations; Corporate or Other Names), 3.5 (Litigation), 3.6 (Taxes), 3.8 (Real Property), 3.9 (Material Contracts), 3.11 (Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt), 3.14 (ERISA), 3.16 (Intellectual Property), 3.19 (Insurance Policies), 3.20 (Deposit and Disbursement Accounts), 6.2 (Investments), 6.4 (Affiliate and Employee Loans and Transactions), and 6.7 (Liens) and 10.8 (Authorized Officers).