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EXHIBIT 10.63
GENERAL ELECTRIC CAPITAL CORPORATION
000 XXXX XXXXX XXXX
XXXXXXXX, XXXXXXXXXXX 00000
Xxxxx 0, 0000
Xxxxxx Micro Inc.
Xxxxxx Funding Inc.
0000 Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Liquidity Loan Agreement
dated as of March 8, 2000 between Redwood Receivables Corporation, as Borrower
and General Electric Capital Corporation, in its separate capacities as
Liquidity Agent, Initial Liquidity Lender, Operating Agent and Collateral Agent
(as the same may be amended, restated or otherwise modified from time to time,
the "Loan Agreement"). Capitalized terms used herein without definition are used
as defined in the Loan Agreement.
In consideration of Xxxxxx Funding Inc.'s agreement to sell the
VFC Certificate, Series 2000-1 issued by the Ingram Funding Master Trust,
General Electric Capital Corporation ("GE Capital") hereby agrees that: (i) it
does not intend to syndicate its Liquidity Commitment to other Liquidity
Lenders, (ii) if and to the extent that it does syndicate its Liquidity
Commitment it intends to do so by selling participations to Eligible Liquidity
Assignees pursuant to Section 9.02 of the Loan Agreement and will not do so
pursuant to Section 9.01 of the Loan Agreement, (iii) it will not amend the Loan
Agreement without giving prior notice thereof to Xxxxxx Funding Inc. and Xxxxxx
Micro Inc. and (iv) it will not amend Section 3.04 of the Loan Agreement or the
definitions of the terms used therein without the prior written consent of
Xxxxxx Funding Inc. and Xxxxxx Micro Inc.
Except as expressly set forth above, nothing in this letter
agreement shall be deemed to waive any rights or remedies available to GE
Capital under the terms of the Loan Agreement and the Related Documents, nor to
amend or modify any terms or provisions of the Loan Agreement or the the other
Redwood Program Documents.
This letter agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.
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Xxxxxx Funding Inc
March 8, 2000
Page 2
This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
Sincerely,
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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(Duly Authorized Signatory)
Agreed to and accepted
this 8th day of March, 2000.
XXXXXX FUNDING INC.
By: /s/ P. Xxxx Xxxxxxxx
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Title: Attorney-in-Fact
XXXXXX MICRO INC.
By: /s/ P. Xxxx Xxxxxxxx
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Title: Senior Director and
Assistant Worldwide
Treasurer
