EXHIBIT 10.51
EXECUTION COPY
October 24, 2003
Ingram Funding Inc.
1610 East St. Andrew Place
Santa Ana, CA 92705
Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705
Re: The Pooling Agreement and the Series 2000-1 Supplement (each
as defined below)
Ladies and Gentlemen:
Reference is hereby made to (i) that certain Ingram Funding Master
Trust Amended and Restated Pooling Agreement dated as of March 8, 2000, among
Ingram Funding Inc. ("Funding"), Ingram Micro Inc., as master servicer (the
"Master Servicer"), and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee (the "Trustee") (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Pooling
Agreement"), and (ii) that certain Ingram Funding Master Trust Series 2000-1
Supplement dated as of March 8, 2000, among Funding, the Master Servicer,
Redwood Receivables Corporation, as the initial purchaser ("Redwood"), the
several financial institutions party thereto from time to time as liquidity
banks (the "Liquidity Banks"), General Electric Capital Corporation, as agent
for Redwood and the Liquidity Banks (the "Agent"), and the Trustee (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Series 2000-1 Supplement"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Pooling Agreement or the Series
2000-1 Supplement, as the case may be.
The Master Servicer has requested the consent of the Agent and Redwood
to (1) terminate that certain Lockbox Agreement dated as of March 8, 2000 among
Funding, the Master Servicer, the Trustee and Bank of America N.A. (the "Bank of
America Lockbox Agreement"), (2) close the Lockbox Accounts referred to in the
Bank of America Lockbox Agreement (the "Bank of America Lockbox Accounts") and
(3) open new Lockbox Accounts at Fleet National Bank (such Lockbox Accounts, the
"Fleet Lockbox Accounts"). Each of the undersigned parties hereby consents to
(a) the termination of the Bank of America Lockbox Agreement, (b) the closing of
the Bank of America Lockbox Accounts and (c) the opening of the Fleet Lockbox
Accounts; provided that the foregoing consent is conditioned upon the receipt by
the Agent of a fully-executed Lockbox Agreement with respect to the Fleet
Lockbox Accounts in the form attached hereto as Exhibit A.
Except as otherwise expressly provided herein, this letter agreement
shall not operate as a waiver of any Early Amortization Event, or of any right,
power, or remedy of Redwood, the Liquidity Banks, the Trustee or the Agent under
the Pooling Agreement or the Series 2000-1 Supplement or any other applicable
Transaction Document; and the Pooling Agreement and the Series 2000-1 Supplement
and the other Transaction Documents shall remain in full force and effect and
are hereby ratified and confirmed.
This letter agreement shall he governed by, and construed in accordance
with, the laws of the State of New York. This letter agreement may be executed
in any number of counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and sole Liquidity Bank
By: /s/ Howard Bailey
---------------------------------
Name: Howard Bailey
Title: Duly Authorized Signatory
REDWOOD RECEIVABLES CORPORATION,
as Initial Purchaser and as sole VFC Certificateholder
By: /s/ [ILLEGIBLE]
--------------------------
Name: [ILLEGIBLE]
Title: Assistant Secretary
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Acknowledged and agreed to:
AMBAC ASSURANCE CORPORATION,
as Insurer
By: /s/ Nicholas G. Goumas
------------------------------
Name: Nicholas G. Goumas
Title: Managing Director
JPMORGAN CHASE BANK, not in its
individual capacity but solely as
Trustee
By: /S/ Joseph M. Costantino
------------------------------
Name: Joseph M. Costantino
Title: Trust Officer
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