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EXHIBIT 10.42
EXECUTION COPY
LOCKBOX AGREEMENT
October 24, 2003
Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Attention:
Ladies and Gentlemen:
Ingram Funding Inc., a Delaware corporation (the "Company"),
has agreed to purchase certain receivables
(the "Receivables") from Ingram Micro
Inc. and certain other sellers (the
"Sellers"), and in their capacity as
servicers pursuant to the Transaction
Documents, (the "Servicers") pursuant to
the Amended and Restated Receivables Sale
Agreement, dated as of March 8, 2000
(as amended, supplemented or otherwise
modified from time to time, the
"Receivables Sale Agreement"), among the
Sellers, the Servicer and the Company.
The Company has in turn assigned the
Receivables to a master trust (the "Master
Trust") pursuant to an Amended and Restated
Pooling Agreement, dated an of March
8, 2000 (as amended, supplemented or
otherwise modified from time to time, the
"Pooling Agreement"), among the Company,
Ingram Micro Inc., as master servicer
(the "Master Servicer") and The Chase
Manhattan Bank, a New York banking
corporation, as trustee (the "Trustee" or
"Secured Party"). The Receivables are
serviced pursuant to the terms of an
Amended and Restated Servicing Agreement
dated as of March 8, 2000 (as the same may
be amended, supplemented or otherwise
modified from time to time, the "Servicing
Agreement"; and, collectively with
the Pooling Agreement, the "Pooling and
Servicing Agreements") among the
Company, the Master Servicer and the
Trustee. Capitalized terms used herein but
not defined herein shall have the meanings
assigned to such terms in the Pooling
Agreement.
Pursuant to the terms of the Pooling and Servicing Agreements
and except as otherwise provided therein,
(i) the Servicer party hereto has
agreed to instruct all Obligors under the
Receivables originated by it as Seller
to make all payments in respect of such
Receivables to a blocked deposit account
(each, a "Lockbox Account") designated by
such Servicer to such Obligor and (ii)
the Company has agreed to grant a security
interest in its right, title and
interest in each Lockbox Account and all
funds and other evidences of payment
held therein to the Secured Party.
Furthermore, the Company, such Servicer and
the Secured Party have agreed, pursuant to
the Pooling and Servicing Agreements,
that the Servicer shall enter into an
agreement with each bank maintaining a
Lockbox Account, and hereby request that
Fleet National Bank, a national banking
association organized under the laws of the
United States and having a principal
place of business at 100 Federal Street,
Boston, Massachusetts (the "Lockbox
Bank") act, and the Lockbox Bank hereby
agrees to act, as a lockbox deposit bank
for the Company with respect to the Lockbox
Account. This Letter Agreement
defines certain rights and obligations with
respect to the appointment of the
Lockbox Bank.
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Accordingly, the Company, the Servicer party hereto and the
Lockbox Bank agree as follows:
Reference is made to the Lockbox Account (Account No.
9429282435), including each of the
lockboxes related thereto (collectively, the
"Specified Account"), maintained with you
by the Servicer party hereto. Such
Servicer hereby transfers the Specified
Account to the Company and hereafter the
Specified Account shall be in the name of
the Company and maintained by the
Lockbox Bank for the benefit of the Company
and the Secured Party, as set forth
herein. All funds and other evidences of
payment received by the Lockbox Bank in
its capacity as Lockbox Bank shall be
deposited in the Specified Account. Such
payments shall not be commingled with other
funds. All funds and other evidences
of payment at any time on deposit in the
Specified Account shall be held by the
Lockbox Bank for application strictly in
accordance with the terms of this
Letter Agreement. The Lockbox Bank agrees
to give the Secured Party, the Company
and the Servicer party hereto, prompt
notice if the Specified Account shall
become subject to any writ, judgment,
warrant of attachment, execution or
similar process. Except as otherwise
provided in this letter agreement and
except to the extent inconsistent with any
term or provision of this Letter
Agreement, the Account shall be governed by
the Lockbox Bank's standard terms
and conditions applicable to such accounts,
as amended from time to time, a copy
of which is attached hereto as Exhibit A,
and the Lockbox Bank is hereby
authorized to follow its usual operating
procedures in connection with the
Specified Account and payments to the
Specified Account are to be processed in
accordance with the standard procedures
currently in effect. All service,
administrative, maintenance and other
related charges and fees with respect to
the Specified Account shall continue to be
payable by us as under the
arrangements currently in effect. Nothing
contained in this Letter Agreement
shall prevent the Lockbox Bank from
complying with any legal process or other
order of a court of competent jurisdiction
affecting funds in the Specified
Account.
The
Secured Party shall have sole and exclusive dominion over
and control of the Specified Account and
all Collections and other property from
time to time deposited therein, shall have
the sole right of withdrawal from the
Specified Account and except as otherwise
provided below and in the Pooling
Agreement, shall have the sole right as
information agent to advise the Lockbox
Bank as to the payment instructions
pertaining to transfers from the Specified
Account. Each of the Company and the
Servicer acknowledge and agree that it
shall not have any dominion over or control
of the Specified Account or any
Collections or other property from time to
time deposited therein including any
right to withdraw or utilize any funds or
other evidences of payment on deposit
in the Specified Account, other than the
right to authorize transfers to the
Collection Account as set forth herein and
pursuant to the terms of the Pooling
and Servicing Agreements. The Lockbox Bank
shall automatically, by 3:00 p.m.,
eastern standard time, at least as often as
once each day that is a business day
for the Lockbox Bank and for the Trustee,
transfer, by means of the Automated
Clearing House System, all available funds
on deposit in the Specified Account,
including all funds transferred from
Obligors on or before the end of the
preceding day, along with, subject to the
next succeeding sentence, all
remittance advisements and payment invoices
on deposit therein, to the
Collection Account provided such funds
constitute good and clear monies. The
Lockbox Bank acknowledges that, until it
receives written instructions from the
Secured Party to the contrary, the Lockbox
Bank shall return to the Company,
upon the Company's reasonable request
therefor, any remittance advisements and
payment invoices deposited into the
Specified Account.
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Deposited checks with respect to the Specified Account
returned to the Lockbox Bank for any reason
will be charged against the
Specified Account. Nothing contained in the
previous sentence shall be construed
to prejudice other rights of the Lockbox
Bank, which rights include the right of
recourse against the Company for any
overdrafts or other service,
administrative, maintenance and other
related expenses and/or fees with respect
to the Specified Account. In addition, if
sufficient collected and available
funds do not exist in the Specified Account
to cover the Account charges,
service, administrative, maintenance and
other related expenses and/or fees with
respect to the Specified Account, you may
charge any other of the Company's
accounts at the Lockbox Bank. The
provisions of this paragraph shall survive the
Termination of this Agreement.
The Secured Party is authorized to receive mail delivered to
the Lockbox Bank with respect to the
Specified Account and the Company has filed
a form of standing delivery order with the
United States Postal Service
authorizing the Secured Party to receive
mail delivered to the Lockbox Bank with
respect to the Specified Account.
The Company shall utilize one of Lockbox Bank's online
transaction reporting systems, or a
comparable online monitoring system of
another bank, to monitor, on a daily basis,
transactions posting against the
Account and immediately notify the Lockbox
Bank of any errors, discrepancies
and/or irregularities, such
