EXHIBIT 10.44
AMENDMENT NO. 1
Dated as of February 10, 2003
to
SERIES 2000-1 SUPPLEMENT
Dated as of March 8, 2000
THIS AMENDMENT NO. 1 (this "Amendment") is entered into as of
February 10, 2003 by and among INGRAM FUNDING INC., as the "Company", INGRAM
MICRO INC., as "Master Servicer", REDWOOD RECEIVABLES CORPORATION, as the sole
"Purchaser", JPMORGAN CHASE BANK, as "Trustee" and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as "Agent" and as sole Liquidity Bank.
Capitalized terms used in this Amendment which are not otherwise defined herein
shall have the meanings given such terms in the Supplement referred to below.
RECITALS:
WHEREAS, the Company, the Master Servicer, the Purchaser, the
Trustee, the Agent and the Liquidity Bank are parties to a Series 2000-1
Supplement dated as of March 8, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the "Supplement");
WHEREAS, the Company, the Master Servicer, the Purchaser, the
Trustee, the Agent and the Liquidity Bank have agreed to amend the Supplement on
the terms and conditions set forth herein;
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, the Master Servicer, the Purchaser, the Trustee, the Agent and the
Liquidity Bank hereby agree as follows:
1. Amendment to Section. Effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, clause (iii) of Section 5.01(p) is hereby deleted in its entirety and
replaced with the following:
"(iii) the Receivable Collection Turnover as of
the last day of any Settlement Period shall be greater than 36
days;"
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
and the Trustee shall each have received counterparts of this Amendment duly
executed by each of the parties hereto and the Rating Agency Condition shall
have been satisfied.
3. Representations and Warranties.
3.1 Upon the effectiveness of this Amendment, the Company and the Master
Servicer each (a) hereby reaffirms in all material respects all covenants,
representations and warranties made by it in the Supplement 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 this Amendment and (c) represents and
warrants that, as of the Effective Date of this Amendment and after giving
effect hereto, no Early Amortization Event or Servicer Default has occurred and
is continuing.
3.2 The Company and the Master Servicer each hereby represent and
warrant that this Amendment and the Supplement, as amended hereby, constitute
legal, valid and binding obligations of such Person (to the extent a party
thereto) and are enforceable against such Person in accordance with their
respective terms.
4. Reference to and Effect on Transaction Documents.
4.1 Upon the effectiveness of this Amendment pursuant to Section 2
hereof, on and after the Effective Date, each reference to the Supplement in any
of the Transaction Documents shall mean and be a reference to the Supplement, as
amended hereby.
4.2 Except as specifically set forth above, the Supplement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
4.3 The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Purchaser, the Trustee, the Agent or the Liquidity Bank,
nor constitute a waiver of any provision of any of the Transaction Documents, or
any other documents, instruments and agreements executed and/or delivered in
connection therewith.
5. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
6. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
7. Entire Agreement. This Amendment, taken together with the Supplement
and all of the other Transaction Documents, embodies the entire agreement and
understanding of
2
the parties hereto and supersedes all prior agreements and understandings,
written and oral, relating to the subject matter hereof.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).
9. No Course of Dealing. The Purchaser, the Agent, the Trustee and the
Liquidity Bank have entered into this Amendment on the express understanding
with the Company and the Master Servicer that in entering into this Amendment
the Purchaser, the Agent, the Trustee and the Liquidity Bank are not
establishing any course of dealing with the Company or the Master Servicer. The
rights of the Purchaser, the Agent, the Trustee and the Liquidity Bank to
require strict performance with all the terms and conditions of the Supplement
as amended by this Amendment and the other Transaction Documents shall not in
any way be impaired by the execution of this Amendment. None of the Purchaser,
the Agent, the Trustee or the Liquidity Bank shall be obligated in any manner to
execute any further amendments or waivers, and if such waivers or amendments are
requested in the future, assuming the terms and conditions thereof are
acceptable to them, the Purchaser, the Agent, the Trustee or the Liquidity Bank
may require the payment of fees in connection therewith.
3
IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed
as of the day and year first above written.
INGRAM FUNDING INC.
By: /s/ James F. Ricketts
--------------------------------
Name: James F. Ricketts
Title: Treasurer
INGRAM MICRO INC., as Master
Servicer
By: /s/ James F. Ricketts
--------------------------------
Name: James F. Ricketts
Title: Corporate Vice President
& Treasurer
JPMORGAN CHASE BANK, not in its
individual capacity but solely as
Trustee
By: /s/ Jennifer H. McCourt
--------------------------------
Name: Jennifer H. McCourt
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By: /s/ Brian P. Schwinn
--------------------------------
Name: Brian P. Schwinn
Title: Duly Authorized Signatory
4
REDWOOD RECEIVABLES CORPORATION, as
the sole Purchaser
By: /s/ Brian P. Schwinn
--------------------------------
Name: Brian P. Schwinn
Title: Assistant Secretary
GENERAL ELECTRIC CAPITAL
CORPORATION, as sole Liquidity
Bank
By: /s/ Brian P. Schwinn
--------------------------------
Name: Brian P. Schwinn
Title: Duly Authorized Signatory
5
Consented to this 7th day of
February, 2003
AMBAC ASSURANCE CORPORATION
By: /s/ Jennifer J. Baratta
-----------------------------
Name: Jennifer J. Baratta
Title: Vice President
Signature Page to Amendment No. 1
to Series 2000-1 Supplement