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$41	Preview Subscribers	2001	Certificate of Designations Certificate of Designations (45K) Doc #116741: Click preview link for longer preview. CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF ____________________ Pursuant to Section 607.1004 of the Florida Business Corporation Act ____________________ TRANSIT GROUP, INC. (the "Company"), a corporation organized and existing under the laws of the State of Florida, hereby certifies that pursuant to the provisions of Section 607.1004 of the Florida Business Corporation Act, its Board of Directors, by action taken April 10, 2001, adopted the following resolution, which resolution remains in full force and effect as of the date hereof: WHEREAS, the Board of Directors of the Company is authorized, within the limitations and restrictions stated in the articles of incorporation, to fix by resolution or resolutions the designation of preferred stock and the powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the Florida Business Corporation Act; and WHEREAS, it is the desire of the Board of Directors of the Company, pursuant to its authority as aforesaid, to authorize and fix the terms of the preferred stock to be designated the Series B Convertible Preferred Stock of the Company and the number of shares constituting such preferred stock; NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the Series B Convertible Preferred Stock on the terms and with the provisions herein set forth: {PAGE} TERMS, PREFERENCES, RIGHTS AND LIMITATIONS of SERIES B CONVERTIBLE PREFERRED STOCK of TRANSIT GROUP, INC. The relative rights, preferences, powers, qualifications, limitations and restrictions granted to or imposed upon the Series B Convertible Preferred Stock or the holders thereof are as follows: 1. Definitions. For purposes of this Certificate, the following definitions shall apply: "Board" shall mean the Board of Directors of the Company. "Business Day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Common Stock" shall mean the Common Stock, $.01 par value per share, of the Company. "Company" shall mean Transit Group, Inc., a Florida corporation. "Conversion Price" shall mean the amount computed by dividing the Liquidation Preference by the Conversion Ratio. "Conversion Ratio" has the meaning set forth in Section 7 hereof, and shall initially be one hundred (100). "Convertible Preferred Stock" shall refer to shares of Series B Convertible Preferred Stock, no par value per share, of the Company. "Current Market Price," when used with reference to shares of Common Stock or other securities on any date, shall mean the average of the daily market prices for the 10 consecutive Trading Days immediately prior to such date. The daily market price for each such Trading Day shall be (i) the last sale price on such day on the principal stock exchange or NASDAQ Stock Market on which such Common Stock is then listed or admitted to trading, (ii) if no sale takes place on such day on any such exchange or market, the average of the last reported closing bid and asked prices on such day as officially quoted on any such exchange or market, (iii) if the Common Stock is not then listed or admitted to trading on any stock exchange or such market, the average of the last reported closing bid and asked prices on such day in the over-the-counter market, 116741	GE Capital General Electric Capital Corp. ( Financial ) As referenced in this Certificate of Designations: General Electric Capital Corp – to purchase shares of Common Stock issued to the bank group led by Bank One, N.A., the Company's primary lender, and General Electric Capital Corp oration. "Permitted Issuances" shall also include the issuance of Convertible Preferred Stock (i) as a placement fee relating to the purchase of the _____________ dt 100988 ;	Transit Group Transit Group, Inc. ( Trucking ) As referenced in this Certificate of Designations: TRANSIT GROUP INC – TRANSIT GROUP INC _____________ TRANSIT GROUP, INC – EX-3.2 3 EXHIBIT 3.2 TRANSIT GROUP, INC . CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF ____________________ Pursuant to Section 607.1004 of the _____________ TRANSIT GROUP, INC – AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF ____________________ Pursuant to Section 607.1004 of the Florida Business Corporation Act ____________________ TRANSIT GROUP, INC . (the "Company"), a corporation organized and existing under the laws of the State of Florida, hereby certifies that pursuant to the provisions of Section 607.1004 of the Florida _____________ TRANSIT GROUP, INC – authorized the Series B Convertible Preferred Stock on the terms and with the provisions herein set forth: TERMS, PREFERENCES, RIGHTS AND LIMITATIONS of SERIES B CONVERTIBLE PREFERRED STOCK of TRANSIT GROUP, INC . The relative rights, preferences, powers, qualifications, limitations and restrictions granted to or imposed upon the Series B Convertible Preferred Stock or the holders thereof are as follows: 1. Definitions. _____________ Transit Group, Inc – York are authorized or obligated by law or executive order to close. "Common Stock" shall mean the Common Stock, $.01 par value per share, of the Company. "Company" shall mean Transit Group, Inc ., a Florida corporation. "Conversion Price" shall mean the amount computed by dividing the Liquidation Preference by the Conversion Ratio. "Conversion Ratio" has the meaning set forth in Section 7 _____________ dt 1851035
$52	Preview Subscribers	2002	Certificate of Merger Certificate of Merger (123K) Doc #356780: Click preview link for longer preview. CERTIFICATE OF MERGER OF GENERAL ELECTRIC CAPITAL CORPORATION WITH AND INTO GECS MERGER SUB, INC. (UNDER SECTION 252 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) Each of the undersigned corporations, in connection with the merger of General Electric Capital Corporation, a New York corporation, with and into GECS Merger Sub, Inc., a Delaware corporation (the "Merger"), does hereby certify: . . . 356780	GE Capital General Electric Capital Corp. ( Financial ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Certificate of Merger: Bank of New York – otherwise by the Federal Reserve Bank -6- {PAGE} of New York on such date, or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate by 2:00 P.M., New York City time, on such date, the Money Market Yield _____________ Bank of New York – case may be, for the close of business on the Business Day immediately preceding such date. In the event that the Federal Reserve Bank of New York does not make available such a rate and if any Commercial Paper Dealer does not quote a rate required to determine the Effective _____________ Bank of New York – Funds Rate" shall mean, on any date, (i) the overnight Federal funds rate as such rate is made available by the Federal Reserve Bank of New York or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate by 2:00 _____________ Bank of New York – as such rate is made available by the Federal Reserve Bank of New York or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate by 2:00 P.M., New York City time, on any day, then the arithmetic _____________ Bank of New York – years from such date, as such bid price quotation is published on the Business Day immediately preceding such date by the Federal Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U.S. Government Securities report for such Business Day, or (ii) if such yield _____________ dt 708420 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Certificate of Merger: Goldman Sachs & Co. – of the rates on commercial paper of such maturity placed on behalf of such issuers, as quoted on a discount basis or otherwise by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. , and Shearson Lehman Commercial Paper Incorporated, or, in lieu of any thereof, their respective affiliates or successors that are commercial paper dealers (the "Commercial Paper Dealers"), to the Trust _____________ dt 756371 ; Morgan Stanley Morgan Stanley & Co. Inc. ( Financial ) As referenced in this Certificate of Merger: Morgan Stanley & Co. – Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. "Substitute Commercial Paper Dealers" shall mean The First Boston Corporation or Morgan Stanley & Co. Incorporated or, in lieu of either thereof, their respective affiliates or successors that are commercial paper dealers. In the event that no quoted rates are available for a maturity _____________ dt 732845
$31	Preview Subscribers	2003	Forward Share Transaction Forward Share Transaction (41K) Doc #167033: Click preview link for longer preview. FORWARD SHARE TRANSACTION DATE: JUNE 18, 2003 TO: SECURITY CAPITAL SHOPPING MALL BUSINESS TRUST ADDRESS: C/O GE CAPITAL REAL ESTATE 292 LONG RIDGE ROAD STAMFORD, CT 06927 ATTENTION: PHILIP MINTZ FACSIMILE: (203) 585-0179 FROM: WACHOVIA SECURITIES, LLC AS AGENT OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE "AGENT") WACHOVIA REFERENCE NUMBER: 484996 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Wachovia Bank, National Association ("Wachovia" or "Party B") and Security Capital Shopping Mall Business Trust ("Party A") (collectively with Wachovia, the "parties") on the Trade Date as specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (including the June 2000 Version Annex thereto) (the "2000 Definitions") and the 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the 2000 Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated into, and subject to, this Confirmation. References herein to "Transaction" shall be deemed references to "Swap Transaction" for purposes of the 2000 Definitions. In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will prevail. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties, dated as of June 18, 2003 as may be amended and supplemented from time to time (the "Master Agreement"). All provisions contained in or incorporated by reference into the Master Agreement will govern this Confirmation except as expressly modified below. 1. The terms of the particular Transaction to which this Confirmation relates are as follows: GENERAL TERMS: Trade Date: June 18, 2003. Effective Date: June 24, 2003, or on such later date as designed pursuant to the terms of the Underwriting Agreement dated the date hereof among the Issuer, Party A, Party B, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other underwriters named therein (the "UNDERWRITING AGREEMENT"). {PAGE} Base Amount: Initially, 3,906,666 Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date. Maturity Date: June 21, 2004. Forward Price: On the Effective Date, the Initial Forward Price, and on any other day, (i) the Forward Price on the immediately preceding calendar day multiplied by the sum of (A) 1 PLUS (B) the Daily Rate for such day, MINUS (ii) the sum of any cash dividend paid on such day (other than any cash dividend for which the ex-dividend date occurred prior to the Effective Date); PROVIDED that if on any Settlement Date an ex-dividend date for a cash dividend has occurred, but such dividend has not yet been paid, then, solely for the purpose of calculating the Settlement Amount for such Settlement Date, the present value (as determined by the Calculation Agent) of such dividend shall be deducted from the Forward Price on such Settlement Date. Initial Forward Price: USD 31.1355 per Share. Daily Rate: For any day, (i)(A) "USD-Federal Funds" MINUS (B) the Spread DIVIDED by (ii) 360. Where, "USD-Federal Funds" means the rate as determined by the Calculation Agent as of 9:00 a.m. (New York City time) on such day and reported on the page FEDSOPEN [Index] [GO] on the BLOOMBERG Professional Service or any successor page available on Bloomberg for determining such rate. In the event such rate is not available, the Federal Funds rate shall be determined by the Calculation Agent in good faith in a commercially reasonable manner. Spread: 0.20%. Shares: Common Stock, $0.01 par value per share, of Regency Centers Corporation (the "ISSUER") (Exchange identifier: "REG"). Exchange: New York Stock Exchange Related Exchange(s): The principal exchanges(s) for options contracts or futures contracts, if any, with respect to the Shares. Clearance System: DTC Calculation Agent: Wachovia. The Calculation Agent shall promptly notify the parties of its calculations and determinations in respect of the Transaction. The calculations and determinations of the Calculation Agent shall be final absent manifest error. The Calculation Agent shall promptly correct any instances of manifest error following any notice of such error from a party. If Party A in good faith claims that a calculation or determination is erroneous, both parties shall promptly negotiate in good faith to resolve the dispute, failing which Party A shall promptly appoint two independent leading market dealers and Party B shall 167033	GE Capital General Electric Capital Corp. ( Financial ) ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Forward Share Transaction: ISDA – to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (including the June 2000 Version Annex thereto) (the "2000 Definitions") and the 1996 _____________ ISDA – ISDA Definitions (including the June 2000 Version Annex thereto) (the "2000 Definitions") and the 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the 2000 Definitions, the "Definitions"), in _____________ International Swaps and Derivatives Association – and together with the 2000 Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association , Inc. ("ISDA") are incorporated into, and subject to, this Confirmation. References herein to "Transaction" _____________ ISDA" – the "Definitions"), in each case as published by the International Swaps and Derivatives Association, Inc. ("ISDA" ) are incorporated into, and subject to, this Confirmation. References herein to "Transaction" shall be _____________ ISDA – this Confirmation will prevail. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties, dated as of June 18, 2003 as may be amended _____________ dt 75649 ; MLBFS Merrill Lynch, Pierce, Fenner & Smith Inc. ( Financial ) As referenced in this Forward Share Transaction: Merrill Lynch, Pierce, Fenner & Smith – the Underwriting Agreement dated the date hereof among the Issuer, Party A, Party B, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other underwriters named therein (the "UNDERWRITING AGREEMENT"). {PAGE} Base Amount: Initially, dt 44007 ;	UBS Securities UBS Securities LLC ( Financial ) As referenced in this Forward Share Transaction: UBS Securities LLC – the event that the Borrower (Party B) under that certain Securities Loan Agreement dated as of June 18, 2003 among Party B and UBS Securities LLC , as Agent, and supplemented by the Supplemental Securities Loan Agreement, among Party A, Party B, and UBS Securities LLC, as Agent, dated _____________ UBS Securities LLC – among Party B and UBS Securities LLC, as Agent, and supplemented by the Supplemental Securities Loan Agreement, among Party A, Party B, and UBS Securities LLC , as Agent, dated as of June 18, 2003 (collectively, the "Securities Loan Agreement") does not deliver Shares to Party A under that _____________ dt 106576 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Forward Share Transaction: WACHOVIA BANK, – REAL ESTATE 292 LONG RIDGE ROAD STAMFORD, CT 06927 ATTENTION: PHILIP MINTZ FACSIMILE: (203) 585-0179 FROM: WACHOVIA SECURITIES, LLC AS AGENT OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE "AGENT") WACHOVIA REFERENCE NUMBER: 484996 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and _____________ Wachovia Bank, – NUMBER: 484996 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Wachovia Bank, National Association ("Wachovia" or "Party B") and Security Capital Shopping Mall Business Trust ("Party A") (collectively with Wachovia, the "parties") on the _____________ Wachovia Bank, – Attention: Senior Vice President - Corporate Treasury and Global Funding Operation Telecopier: 203-357-4975 Address for notices or communications to Party B: Address: Wachovia Bank, National Association c/o Wachovia Securities, LLC 12 East 49th Street, 45th Floor New York, NY 10017 Attention: Equity Linked Products Division - _____________ WACHOVIA BANK, – fax at (212) 891-5042 (Attention: Cathleen Burke, by telephone contact (212) 909-0951). Very truly yours, {TABLE} {S} {C} WACHOVIA SECURITIES, LLC, WACHOVIA BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: Wachovia Securities, LLC, of Wachovia Bank, National Association acting solely in its _____________ Wachovia Bank, – yours, {TABLE} {S} {C} WACHOVIA SECURITIES, LLC, WACHOVIA BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: Wachovia Securities, LLC, of Wachovia Bank, National Association acting solely in its capacity as its Agent By: /s/ STEVEN GRAY By: /s/ MARY LOUISE GUTTMANN -------------------------------- ----------------------------------------- Name: Steven Gray _____________ dt 88821 ; More...
$39	Preview Subscribers	2003	Forward Share Transaction Forward Share Transaction (41K) Doc #254553: Click preview link for longer preview. FORWARD SHARE TRANSACTION DATE: JUNE 18, 2003 TO: SECURITY CAPITAL SHOPPING MALL BUSINESS TRUST ADDRESS: C/O GE CAPITAL REAL ESTATE 292 LONG RIDGE ROAD STAMFORD, CT 06927 ATTENTION: PHILIP MINTZ FACSIMILE: (203) 585-0179 FROM: WACHOVIA SECURITIES, LLC AS AGENT OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE "AGENT") WACHOVIA REFERENCE NUMBER: 484996 The purpose of this letter agreement (this "Confirmation") is to confirm the . . . 254553	GE Capital General Electric Capital Corp. ( Financial ) ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Forward Share Transaction: ISDA – Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (including the June 2000 Version Annex thereto) (the "2000 Definitions") and the 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions", and _____________ ISDA – The definitions and provisions contained in the 2000 ISDA Definitions (including the June 2000 Version Annex thereto) (the "2000 Definitions") and the 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the 2000 Definitions, the "Definitions"), in each case as published by the International _____________ International Swaps and Derivatives Association – 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the 2000 Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association , Inc. ("ISDA") are incorporated into, and subject to, this Confirmation. References herein to "Transaction" shall be deemed references to "Swap Transaction" for _____________ ISDA – Equity Definitions", and together with the 2000 Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association, Inc. ("ISDA ") are incorporated into, and subject to, this Confirmation. References herein to "Transaction" shall be deemed references to "Swap Transaction" for purposes of _____________ ISDA – between either set of Definitions and this Confirmation, this Confirmation will prevail. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between the parties, dated as of June 18, 2003 as may be amended and supplemented from time to time (the " _____________ dt 115861 ; MLBFS Merrill Lynch, Pierce, Fenner & Smith Inc. ( Financial ) As referenced in this Forward Share Transaction: Merrill Lynch, Pierce, Fenner & Smith – date as designed pursuant to the terms of the Underwriting Agreement dated the date hereof among the Issuer, Party A, Party B, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other underwriters named therein (the "UNDERWRITING AGREEMENT"). {PAGE} Base Amount: Initially, 3,906,666 Shares. On each Settlement Date, _____________ dt 125393 ;	UBS Securities UBS Securities LLC ( Financial ) As referenced in this Forward Share Transaction: UBS Securities LLC – the event that the Borrower (Party B) under that certain Securities Loan Agreement dated as of June 18, 2003 among Party B and UBS Securities LLC , as Agent, and supplemented by the Supplemental Securities Loan Agreement, among Party A, Party B, and UBS Securities LLC, as Agent, dated _____________ UBS Securities LLC – among Party B and UBS Securities LLC, as Agent, and supplemented by the Supplemental Securities Loan Agreement, among Party A, Party B, and UBS Securities LLC , as Agent, dated as of June 18, 2003 (collectively, the "Securities Loan Agreement") does not deliver Shares to Party A under that _____________ dt 106660 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Forward Share Transaction: WACHOVIA BANK, – REAL ESTATE 292 LONG RIDGE ROAD STAMFORD, CT 06927 ATTENTION: PHILIP MINTZ FACSIMILE: (203) 585-0179 FROM: WACHOVIA SECURITIES, LLC AS AGENT OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE "AGENT") WACHOVIA REFERENCE NUMBER: 484996 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and _____________ Wachovia Bank, – NUMBER: 484996 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Wachovia Bank, National Association ("Wachovia" or "Party B") and Security Capital Shopping Mall Business Trust ("Party A") (collectively with Wachovia, the "parties") on the _____________ Wachovia Bank, – Attention: Senior Vice President - Corporate Treasury and Global Funding Operation Telecopier: 203-357-4975 Address for notices or communications to Party B: Address: Wachovia Bank, National Association c/o Wachovia Securities, LLC 12 East 49th Street, 45th Floor New York, NY 10017 Attention: Equity Linked Products Division - _____________ WACHOVIA BANK, – fax at (212) 891-5042 (Attention: Cathleen Burke, by telephone contact (212) 909-0951). Very truly yours, {TABLE} {S} {C} WACHOVIA SECURITIES, LLC, WACHOVIA BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: Wachovia Securities, LLC, of Wachovia Bank, National Association acting solely in its _____________ Wachovia Bank, – yours, {TABLE} {S} {C} WACHOVIA SECURITIES, LLC, WACHOVIA BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: Wachovia Securities, LLC, of Wachovia Bank, National Association acting solely in its capacity as its Agent By: /s/ STEVEN GRAY By: /s/ MARY LOUISE GUTTMANN -------------------------------- ----------------------------------------- Name: Steven Gray _____________ dt 119655 ; More...
$53	Preview Subscribers	2003	Master Agreement Master Agreement (136K) Doc #130013: Click preview link for longer preview. MASTER AGREEMENT This Master Agreement (this Agreement) is made and entered into as of July 17, 2003, between BRUNSWICK CORPORATION, a Delaware corporation (Brunswick), FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation (FPII), FOUNTAIN POWERBOATS INC., a North Carolina corporation (the Company), and REGINALD M. FOUNTAIN, JR. (RMF). RECITALS The Company, a wholly-owned subsidiary of Fountain Powerboat Industries, Inc. (FPII), is in the business of manufacturing, selling, distributing and marketing high-performance boats (the Business) using, in large part, Mercury outboard, inboard and sterndrive engines (Mercury Engines). The Company is obtaining certain loans intended to enable the Company to achieve financial stability and to grow and maintain the Business, and Brunswick is willing to guarantee such loans and to enter into an exclusive supply agreement for Mercury Engines with the Company. In addition, RMF will give Brunswick the option to acquire the shares of and options to acquire shares of FPII owned by RMF, and FPII will grant Brunswick options to acquire certain shares of FPII. In consideration of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. The following terms shall have the meanings set forth herein for the purposes of the transactions described in this Agreement: Affiliate of any Person shall mean any corporation, proprietorship, partnership or business entity which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such Person, including such Persons Subsidiaries; except that any non-marine/powerboat entity of RMF shall not be an Affiliate hereunder. 130013	GE Capital General Electric Capital Corp. ( Financial ) As referenced in this Master Agreement: General Electric Capital Corp – set forth in Section 2.9.1. FPII Shares shall be defined as set forth in Section 2.9.1. GE shall mean General Electric Capital Corp oration and GE Capital Small Business Finance Corporation, as applicable. Governmental Authority shall mean the government of the United States, any state or _____________ dt 101009 ; Fountain Fountain Powerboat Industries Inc. ( Recreational Products ) As referenced in this Master Agreement: FOUNTAIN POWERBOAT INDUSTRIES, – AGREEMENT This Master Agreement (this Agreement) is made and entered into as of July 17, 2003, between BRUNSWICK CORPORATION, a Delaware corporation (Brunswick), FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation (FPII), FOUNTAIN POWERBOATS INC., a North Carolina corporation (the Company), and REGINALD M. FOUNTAIN, JR. (RMF). RECITALS The _____________ Fountain Powerboat Industries, – FOUNTAIN POWERBOATS INC., a North Carolina corporation (the Company), and REGINALD M. FOUNTAIN, JR. (RMF). RECITALS The Company, a wholly-owned subsidiary of Fountain Powerboat Industries, Inc. (FPII), is in the business of manufacturing, selling, distributing and marketing high-performance boats (the Business) using, in large part, Mercury _____________ Fountain Powerboat Industries, – charges prepaid (as of the date of confirmation of receipt): 12.6.1 If to FPII, the Company or RMF addressed as follows: Fountain Powerboat Industries, Inc. PO Drawer 457 Wichards Beach Road Washington, NC 27889 Attention: Reginald M. Fountain, Jr. Facsimile: (919) 975-6793 with a copy _____________ FOUNTAIN POWERBOAT INDUSTRIES, – as of the date and year first above written. BRUNSWICK CORPORATION By: /s/ Patrick C. Mackey Name: Patrick C. Mackey Title: Vice President FOUNTAIN POWERBOAT INDUSTRIES, INC. By: /s/ Reginald M. Fountain, Jr. Name: Reginald M. Fountain, Jr. Title: Chairman, CEO and President /s/ Reginald M. Fountain, Jr. _____________ Fountain Powerboat Industries, – Exhibit B ENGINE SUPPLY AGREEMENT This Agreement, dated as of July 17, 2003, is entered into among Reginald M. Fountain, Jr. (hereinafter RMF), Fountain Powerboat Industries, Inc., a Nevada corporation (hereinafter FPII), Fountain Powerboats, Inc., a North Carolina corporation (Company), and the Mercury Marine division (hereinafter Mercury) of _____________ dt 224147 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Master Agreement: Bank of America, – marine/powerboat entity of RMF shall not be an Affiliate hereunder. Bank shall mean the Bank of America, N.A. Bank Collateral shall mean (a) all of the assets of the Company BANK OF AMERICA, – GUARANTY dated as of July 17, 2003 is executed by the undersigned in favor of BANK OF AMERICA, N.A. (the Bank). W I T N E S S E T H: BANK OF AMERICA, – The Bank hereby accepts this Guaranty and agrees to the provisions of Section 12 hereof. BANK OF AMERICA, N.A. By: Name Printed: Title: A-6 Exhibit B ENGINE SUPPLY AGREEMENT This Bank of America, – CONTINGENT PURCHASE AGREEMENT dated as of July 17, 2003 is between Brunswick Corporation (Brunswick) and Bank of America, N.A. (the Bank). WITNESSETH: WHEREAS, the Bank has entered into a Loan Agreement Bank of America, – 54936-1939 Attn: General Counsel Facsimile: 920-929-5253 (b) If to the Bank, at: Bank of America, N.A. NC7-002-02-01 One Hannover Square, Suite 201 Raleigh, North Carolina dt 39817 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Master Agreement: JPMorgan Chase – November 15, 2002 among the undersigned, various subsidiaries of the undersigned, various financial institutions and JPMorgan Chase Bank, as Administrative Agent, as amended, amended and restated, supplemented or otherwise modified from time dt 45728 ; Brunswick Corporation
$40	Preview Subscribers	2001	Assignment of Lease, Rents and Guarantee Assignment of Lease, Rents and Guarantee (54K) Doc #120487: Click preview link for longer preview. ASSIGNMENT OF LEASE, RENTS AND GUARANTEE from HANOVER EQUIPMENT TRUST 2001B, Assignor to WILMINGTON TRUST FSB, as Collateral Agent, Assignee August 31, 2001 {PAGE} TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1.1 Defined Terms......................................................... 1 SECTION 2. EQUIPMENT AND TERM 2.1 Equipment............................................................. 1 2.2 Lease Term............................................................ 1 2.3 Title................................................................. 1 SECTION 3. RENT 3.1 Rent.................................................................. 2 3.2 Supplemental Rent..................................................... 2 SECTION 4. WARRANTIES 4.1 Warranties............................................................ 2 SECTION 5. QUIET ENJOYMENT 5.1 Quiet Enjoyment....................................................... 3 SECTION 6. NET LEASE 6.1 Net Lease; No Setoff; Ect............................................. 3 6.2 No Termination or Abatement........................................... 4 SECTION 7. OWNERSHIP OF EQUIPMENT 7.1 Ownership of the Equipment............................................ 4 SECTION 8. CONDITION OF EQUIPMENT 8.1 Disclaimer of Warranties.............................................. 6 8.2 Possession and Use of the Equipment................................... 7 SECTION 9. COMPLIANCE 9.1 Compliance with Legal Requirements and Insurance Requirements......... 7 9.2 Environmental Matters................................................. 7 SECTION 10. MAINTENANCE, REPAIR AND RETURN REQUIREMENTS i {PAGE} 10.1 Maintenance and Repair............................................... 8 10.2 Return Requirements.................................................. 9 10.3 Right of Inspection and Location..................................... 10 SECTION 11. MODIFICATIONS 11.1 Modifications........................................................ 10 SECTION 12. TITLE 12.1 Warranty of Title.................................................... 11 12.2 Indentification...................................................... 11 SECTION 13. PERMITTED CONTESTS 13.1 Permitted Contests Other Than in Respect of Impositions.............. 12 SECTION 14. INSURANCE 14.1 Public Liability and Worker's Compensation Insurance................. 12 14.2 Hazard and Other Insurance........................................... 12 14.3 Coverage............................................................. 13 SECTION 15. CONDEMNATION AND CASUALTY 15.1 Casualty and Condemnation............................................ 14 SECTION 16. LEASE TERMINATION 16.1 Termination upon Certain Events...................................... 15 16.2 Procedures........................................................... 15 SECTION 17. DEFAULT 17.1 Lease Events of Default.............................................. 16 17.2 Final Liquidated Damages............................................. 17 17.3 Remedies............................................................. 17 17.4 Additional Remedies.................................................. 19 17.5 Proceeds of Sale; Deficiency......................................... 19 17.6 Waiver of Certain Rights............................................. 19 17.7 Assignment of Rights Under Contracts................................. 19 SECTION 18. LESSOR'S RIGHT TO CURE 18.1 Lessor's Right to Cure Lessee's Lease Defaults....................... 20 SECTION 19. LEASE TERMINATION 19.1 Provisions Relating to Lessee's Termination of this Lease or Exercise of Purchase Option.......................................... 20 iii {PAGE} SECTION 20. PURCHASE OF OPTION 20.1 Purchase Option...................................................... 20 20.2 Expiration Date Purchase Option...................................... 22 20.3 Obligation to Purchase All Equipment................................. 22 SECTION 21. SALE OF EQUIPMENT 21.1 Sale Procedure....................................................... 23 21.2 Application of Proceeds of Sale...................................... 23 21.3 Indemnity for Excessive Wear......................................... 24 21.4 Appraisal Procedure.................................................. 24 21.5 Certain Obligations Continue......................................... 24 SECTION 22. HOLDING OVER 22.1 Holding Over......................................................... 24 SECTION 23. RISK OF LOSS 23.1 Risk of Loss......................................................... 25 SECTION 24. SUBLETTING AND ASSIGNMENT 24.1 Subletting and Assignment............................................ 25 24.2 Subleases or Licenses................................................ 25 SECTION 25. ESTOPPEL CERTIFICATES 25.1 Estoppel Certificates................................................ 25 SECTION 26. NO WAIVER 26.1 No Waiver............................................................ 26 SECTION 27. ACCEPTANCE OF SURRENDER 27.1 Acceptance of Surrender.............................................. 26 SECTION 28. OWNERSHIP, GRANT OF SECURITY INTEREST AND FURTHER ASSURANCES 28.1 Grant of Security Interests.......................................... 26 28.2 UCC Remedies......................................................... 27 28.3 Deficiency........................................................... 28 28.4 Trustee's Appointment as Attorney-in-Fact; Trustee's Performance of Lessee's Obligations.............................................. 28 iii {PAGE} SECTION 29. NOTICES 29.1 Notices............................................................. 29 SECTION 30. SUBSTITUTION 30.1 Substitution........................................................ 31 SECTION 31. SUBORDINATION 31.1 Agreement to Subordinate............................................ 33 31.2 Liquidation, Dissolution, Bankruptcy................................ 33 31.3 Default on Guarantor Senior Indebtedness of Lessee.................. 34 31.4 Acceleration of Payment of Rent..................................... 34 31.5 When Rents Must be Paid Over........................................ 34 31.6 Subrogation......................................................... 35 31.7 Relative Rights..................................................... 35 31.8 Subordination May Not Be Impaired by Lessee......................... 35 31.9 Distribution or Notice to Representative............................ 35 31.10 Section 31 Not to Prevent Events of Default or Limit Right to Accelerate........................................... 35 31.11 Reliance by Holders of Guarantor Senior Indebtedness on Subordination Provisions......................................... 35 SECTION 32. MISCELLANEOUS 32.1 Miscellaneous....................................................... 36 32.2 Amendments and Modifications........................................ 36 32.3 Successors and Assigns.............................................. 36 32.4 Headings and Table of Contents...................................... 36 32.5 Counterparts........................................................ 36 32.6 GOVERNING LAW....................................................... 36 32.7 Limitations on Recourse............................................. 36 32.8 Priority............................................................ 37 Description of Equipment........................................... Schedule A Form of Lease Supplement........................................... Exhibit A iv {PAGE} ASSIGNMENT OF LEASE, RENTS AND GUARANTEE THIS ASSIGNMENT OF LEASE, RENTS AND GUARANTEE dated as of August 31, 2001 (this "Assignment"), made by HANOVER EQUIPMENT TRUST 2001B, a Delaware business trust (the "Assignor"), to WILMINGTON TRUST FSB, a federal savings bank, in its capacity as Collateral Agent (in such capacity, "Assignee") under the Indenture dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Indenture") among the Assignor, Wilmington Trust FSB, as Indenture Trustee, and the Hanover Guarantors, and under the Participation Agreement (as defined below), for the first priority benefit of the Securityholders and the second priority benefit of the Certificate Holders. Preliminary Statement A. On the date hereof, the Assignor and Hanover Compression Limited Partnership (the "Lessee") entered in a Lease whereby the Assignor agreed to lease certain Equipment to the Lessee. Simultaneously with the execution of the Lease, the Guarantors entered into the Hanover Guarantee which, among other obligations, guarantees all of the Lessee's obligations under the Lease. B. Pursuant to the Indenture, the Securityholders have agreed to advance to the Assignor in an aggregate amount not to exceed $250,000,000 upon the terms and subject to the conditions set forth therein, to be evidenced by the Securities issued by the Assignor under the Indenture. C. Pursuant to the Trust Agreement and the Participation Agreement, the Certificate Holders have agreed to make the Certificate Holder Contributions to the Assignor in an aggregate amount not to exceed $7,750,000 upon the terms and subject to the conditions set forth therein, to be evidenced by Certificates issued by Assignor under the Trust Agreement. D. It is a condition, among others, to the obligation of the Securityholders to purchase Securities and the Certificate Holders to make Certificate Holder Contributions to the Assignor that the Assignor shall have executed and delivered, and the Lessee and the Guarantors shall have consented to, this Assignment to the Assignee for the ratable benefit of, first, the Securityholders and thereafter the Certificate Holders. NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings specified in Annex A to the Participation Agreement dated as of the date hereof among the Lessor, the Lessee, the Certificate Holders, the Hanover Guarantors, the Indenture Trustee and the Trust Company, as such Participation Agreement may be amended, supplemented or otherwise modified from time to time. A copy of the Participation Agreement or of the other agreements referenced herein or therein may be obtained from any of the parties hereto at the addresses set forth herein. 120487	GE Capital General Electric Capital Corp. ( Financial ) As referenced in this Assignment of Lease, Rents and Guarantee: GENERAL ELECTRIC CAPITAL CORP – this Assignment (provided, however, that the Certificate Holders shall not be liable for any of the obligations of the Assignor under this Agreement). GENERAL ELECTRIC CAPITAL CORP ORATION, as a Certificate Holder By: -------------------------------------- Name: Title: {PAGE} LESSEE'S AND GUARANTOR'S CONSENT As of this 31st day of August, 2001, _____________ dt 100992 ; Applied Process Applied Process Solutions Inc. ( Miscellany ) As referenced in this Assignment of Lease, Rents and Guarantee: APPLIED PROCESS SOLUTIONS, – date first written above. HANOVER COMPRESSION LIMITED PARTNERSHIP, as Lessee By: -------------------------------------- Name: Title: HANOVER COMPRESSOR COMPANY, as a Guarantor By: -------------------------------------- Name: Title: HANOVER APPLIED PROCESS SOLUTIONS, INC., as a Guarantor By: -------------------------------------- Name: Title: EUREKA ENERGY LIMITED PARTNERSHIP, as a Guarantor By: -------------------------------------- Name: Title: HANOVER ACQUISITION LIMITED PARTNERSHIP, as _____________ dt 101478 ; Hanover Hanover Compression LP ( Rental & Leasing ) As referenced in this Assignment of Lease, Rents and Guarantee: Hanover Compression Limited Partnership – benefit of the Securityholders and the second priority benefit of the Certificate Holders. Preliminary Statement A. On the date hereof, the Assignor and Hanover Compression Limited Partnership (the "Lessee") entered in a Lease whereby the Assignor agreed to lease certain Equipment to the Lessee. Simultaneously with the execution of _____________ HANOVER COMPRESSION LIMITED PARTNERSHIP, – Name: Title: {PAGE} LESSEE'S AND GUARANTOR'S CONSENT As of this 31st day of August, 2001, HANOVER COMPRESSOR COMPANY, a Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a Delaware limited partnership ("Lessee"), and certain of their Subsidiaries listed on the signature pages hereto (collectively the "Guarantors", individually a "Guarantor"), _____________ HANOVER COMPRESSION LIMITED PARTNERSHIP, – IN WITNESS WHEREOF, the Lessee and the Guarantors have caused this Consent to be duly executed as of the date first written above. HANOVER COMPRESSION LIMITED PARTNERSHIP, as Lessee By: -------------------------------------- Name: Title: HANOVER COMPRESSOR COMPANY, as a Guarantor By: -------------------------------------- Name: Title: HANOVER APPLIED PROCESS SOLUTIONS, INC., as a Guarantor _____________ dt 100529 ;	HCC Hanover Compressor Co. ( Rental & Leasing ) As referenced in this Assignment of Lease, Rents and Guarantee: HANOVER COMPRESSOR – PAGE} LESSEE'S AND GUARANTOR'S CONSENT As of this 31st day of August, 2001, HANOVER COMPRESSOR COMPANY, a Delaware corporation, HANOVER COMPRESSION LIMITED PARTNERSHIP, a Delaware limited partnership ("Lessee"), and HANOVER COMPRESSOR – of the date first written above. HANOVER COMPRESSION LIMITED PARTNERSHIP, as Lessee By: -------------------------------------- Name: Title: HANOVER COMPRESSOR COMPANY, as a Guarantor By: -------------------------------------- Name: Title: HANOVER APPLIED PROCESS SOLUTIONS, INC., as a Guarantor HANOVER COMPRESSOR – By: -------------------------------------- Name: Title: HANOVER ACQUISITION LIMITED PARTNERSHIP, as a Guarantor By: -------------------------------------- Name: Title: {PAGE} 6 HANOVER COMPRESSOR LIMITED HOLDINGS LLC, as a Guarantor By: -------------------------------------- Name: Title: HANOVER LAND LIMITED PARTNERSHIP, as a dt 69533 ; OEC Compression OEC Compression Corp. ( Rental & Leasing ) As referenced in this Assignment of Lease, Rents and Guarantee: OEC COMPRESSION CORP – Name: Title: HANOVER MAINTECH LIMITED PARTNERSHIP, as a Guarantor By: -------------------------------------- Name: Title: HANOVER/SMITH LIMITED PARTNERSHIP, as a Guarantor By: -------------------------------------- Name: Title: HANOVER OEC COMPRESSION CORP ORATION, as a Guarantor By: -------------------------------------- Name: Title: PRODUCTION OPERATORS CORPORATION, as a Guarantor By: -------------------------------------- Name: Title: {PAGE} 7 PRODUCTION OPERATORS, INC., as a _____________ dt 101444 ; Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Assignment of Lease, Rents and Guarantee: Wilmington Trust Co – Assignor has caused this Assignment to be duly executed as of the day and year first above written. HANOVER EQUIPMENT TRUST 2001B By: Wilmington Trust Co mpany, not in its individual capacity but solely as Trustee By: -------------------------------------- Name: Title: {PAGE} 9 By execution of this Assignment, the Certificate Holders _____________ Wilmington Trust Co – Title: {PAGE} 7 PRODUCTION OPERATORS, INC., as a Guarantor By: -------------------------------------- Name: Title: For purposes of Section 5 hereof: HANOVER EQUIPMENT TRUST 2001B By: Wilmington Trust Co mpany, not in its individual capacity but solely as Trustee By: -------------------------------------- Name: Title: _____________ dt 99534
$31	Preview Subscribers	2003	Acknowledgment, Release and Amendment to Credit Agreement Acknowledgment, Release and Amendment to Credit Agreement (12K) Doc #132259: Click preview link for longer preview. ACKNOWLEDGMENT, RELEASE and AMENDMENT TO CREDIT AGREEMENT ACKNOWLEDGMENT, RELEASE AND AMENDMENT TO CREDIT AGREEMENT, dated as of January 30, 2003 (this "Agreement"), to the Credit Agreement referred to below, is entered into by and among GOTTSCHALKS INC., a Delaware corporation ("Borrower"); KIMCO CAPITAL CORP., a Delaware corporation (in its individual capacity, "Kimco"), for itself, as a Lender, and as Agent for Lenders (the "Agent"); and the other Lenders party thereto from time to time. W I T N E S S E T H WHEREAS, Borrower, Agent and Lenders are parties to that certain Credit Agreement dated as of March 22, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"); WHEREAS, Borrower and Gottschalks Credit Receivables Corporation, a Delaware corporation ("GCRC"), desire (i) to sell, free and clear of Agent's Liens, all of their interests in the Account Portfolio Assets (as defined in the Household Purchase Agreement defined below) to Household Bank (SB), N.A. ("Household") pursuant to the terms and conditions of that certain Purchase and Sale Agreement attached as Exhibit B hereto (the "Household Purchase Agreement"), (ii) to provide for certain temporary services by Borrower to Household pursuant to that certain Interim Servicing Agreement attached as Exhibit C hereto (the "Household Servicing Agreement") and (iii) to provide for the termination of the Securitization Facility and the prepayment and cancellation of the Certificates (as defined in that certain Escrow Agreement attached as Exhibit D hereto (the "Escrow Agreement")) including, without limitation, the Pledged Certificates (as defined in the GCRC Pledge Agreement), pursuant to the terms and conditions of the Prepayment Agreements (as defined in the Escrow Agreement); WHEREAS, in connection with the transactions contemplated by the Household Purchase Agreement, Borrower desires to terminate the private label credit card program presently in place pursuant to the Securitization Facility and enter into a private label credit card program to be provided by Household pursuant to that certain Credit Card Program Agreement attached as Exhibit A hereto (the "Household Credit Card Agreement"); WHEREAS, Borrower has requested that Agent and each Lender release their Liens on the Released Assets (as hereinafter defined), and Agent and each Lender is willing to do so but only on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the agreement herein contained and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: RELATION TO THE CREDIT AGREEMENT; DEFINITIONS. Capitalized Terms. For all purposes of this Amendment, capitalized terms used herein without definition shall have the meaning specified in the Credit Agreement, and if not defined therein then in the other Loan Documents, as said agreements shall be in effect on the Effective Date (as hereinafter defined) after giving effect to this Agreement. 132259	GE Capital General Electric Capital Corp. ( Financial ) As referenced in this Acknowledgment, Release and Amendment to Credit Agreement: General Electric Capital Corp – Effective Date under GE Documents. The "Effective Date" shall have occurred under that certain Consent and Fourth Amendment to Credit Agreement among Borrower, General Electric Capital Corp oration, and certain other parties thereto dated as of the date hereof. MISCELLANEOUS. Representations and Warranties. To induce Agent and Lenders to enter _____________ dt 100802 ; Gottschalks Gottschalks Inc. ( Department & Discount ) As referenced in this Acknowledgment, Release and Amendment to Credit Agreement: GOTTSCHALKS INC – CREDIT AGREEMENT, dated as of January 30, 2003 (this "Agreement"), to the Credit Agreement referred to below, is entered into by and among GOTTSCHALKS INC ., a Delaware corporation ("Borrower"); KIMCO CAPITAL CORP., a Delaware corporation (in its individual capacity, "Kimco"), for itself, as a Lender, and as _____________ GOTTSCHALKS INC – WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. GOTTSCHALKS INC . By: /s/ James Famalette Title: President & CEO KIMCO CAPITAL CORP., as Agent and Lender By: /s/ Raymond Edwards Title: Vice President [Signature _____________ dt 651038 ; Kimco Capital Corp.;	Gottschalks Credit Receivables Corporation; Household Bank (SB), N.A.
$31	Preview Subscribers	2003	Series 2000-1 Supplement [Amendment No. 1] Series 2000-1 Supplement [Amendment No. 1] (10K) Doc #241585: Click preview link for longer preview. 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 241585	GE Capital General Electric Capital Corp. ( Financial ) ; Ingram Micro Ingram Micro Inc. ( Computer Hardware ) As referenced in this Series 2000-1 Supplement [Amendment No. 1]: INGRAM MICRO – 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 " INGRAM MICRO – 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 dt 67923 ;