Ingram Micro 2013 Annual Report Download - page 82

Exhibit 10.34
AMENDMENT NO. 4
RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 1, 2013 (this “ Amendment”), is entered into
among INGRAM FUNDING INC., a Delaware corporation, as seller (the “ Seller”), INGRAM MICRO INC., a Delaware corporation, as servicer (in such
capacity, the “Servicer”), THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchasers”), THE PURCHASER AGENTS
LISTED ON THE SIGNATURE PAGES HERETO (the “Purchaser Agents”) and THE BANK OF NOVA SCOTIA, as program administrator (in such
capacity, the “Administrative Agent”) for each Purchaser Group.
BACKGROUND
The parties to this Amendment are also parties to a Receivables Purchase Agreement, dated as of April 26, 2010 (as amended by that certain
Amendment No. 1 to Receivables Purchase Agreement dated as of June 24, 2010, that certain Omnibus Amendment No. 1, dated as of April 28, 2011, that
certain Amendment No. 2 to Receivables Purchase Agreement dated as of December 16, 2011 and that certain Omnibus Amendment No. 2, dated as of
November 1, 2012, and as otherwise amended, supplemented or otherwise modified from time to time, the “ Receivables Purchase Agreement ”).
Market Street Funding LLC (“Market Street”), as the assignor (in such capacity, the “Assignor”), desires to sell, assign and delegate to PNC Bank,
National Association (“PNC”), as the assignee (in such capacity, the “Assignee”), all of the Assignor’s rights under, interest in, title to and obligations under
the Receivables Purchase Agreement and the other Transaction Documents (collectively, the “Assigned Documents”), and the Assignee desires to purchase and
assume from the Assignor all of the Assignor’s rights under, interest in, title to and obligations under the Assigned Documents.
After giving effect to the assignment and assumption contemplated in Section 2 of this Amendment, each of the parties hereto desires that Market
Street cease to be a party to the Receivables Purchase Agreement and each of the other Assigned Documents to which it is a party and to be discharged from its
duties and obligations as a Purchaser or otherwise under the Receivables Purchase Agreement and each of the other Assigned Documents.
Concurrently herewith, the Seller, the Servicer and PNC are entering into that certain Amended and Restated Fee Letter, dated as of the date hereof (the
“Amended and Restated PNC Fee Letter ”).
AGREEMENT
1. Definitions. Capitalized terms are used in this Amendment as defined in Exhibit I of the Receivables Purchase Agreement.
2. Assignment and Assumption.
(a) . At or before 2:00 pm (New York time) on the date hereof, the Assignee shall pay to the
Assignor, in immediately available funds, (i) the amount set forth on Exhibit A hereto (such amount, the “Capital Payment”) representing 100.00% of the
aggregate Capital of the Assignor under the Receivables Purchase Agreement on the date hereof and (ii) the amount set forth on Exhibit A hereto representing all
accrued but unpaid (whether or not then due) Yield, Fees and other costs and expenses payable in respect of such Capital to but excluding the date hereof (such
amount, the “CP Costs and Other Costs”; together with the Capital Payment, collectively, the “Payoff Amount”). Upon the Assignor’s receipt of the Payoff
Amount in its entirety, the Assignor hereby sells, transfers, assigns and delegates to the Assignee, without recourse, representation or warranty except as
otherwise provided herein, and the Assignee hereby irrevocably purchases, receives, accepts and assumes from the Assignor, all of the Assignor’s rights
under, interest in, title to and all its obligations under the Receivables Purchase