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EXHIBIT 10.3
This Fourth Amendment, dated as of March 26, 2001 (this "Fourth Amendment"), is
entered into by and among WPS Receivables Corporation, as Transferor, WestPoint
▇▇▇▇▇▇▇ Inc., as initial Servicer, Blue Ridge Asset Funding Corporation, as
Transferee and Wachovia Bank, N.A., as Administrator. Capitalized terms used
herein without definition have the meanings ascribed to such terms in the
Agreement.
WHEREAS, Transferor, Servicer, Transferee and Administrator entered
into that certain Asset Interest Transfer Agreement dated as of December 18,
1998 (as amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;
NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:
1. Clause (a) of Section 3.01 of the Agreement is hereby amended as
follows:
"(a) Monthly Report. Servicer shall deliver to the
Administrator, on Transferee's behalf, on the 15th day of each
month (or if such day is not a Business Day, the next
succeeding Business Day thereafter) (each a "Reporting
Date")), a Monthly Report; provided, however, that the
Administrator reserves the right to require, with at least 30
days advance notice, the Servicer to deliver Monthly Reports
on a more frequent basis (but in no event more frequently than
weekly) and, upon the Administrator's request, each such
Monthly Report shall be accompanied by an electronic file in a
form satisfactory to the Administrator."
2. Clause (f) of Section 10.01 of the Agreement is hereby amended as
follows:
"(f) The Dilution Ratio at any Cut-Off Date exceeds 3.75%;"
3. The definition of "Dilution Factor" is hereby added to Appendix A to
the Agreement as follows:
""Dilution Factor" means (x) on and after the date on which
the Administrator has delivered written notice to the Servicer
that the Dilution Factor shall be determined in accordance
with this clause (x), an amount (expressed as a percentage)
equal to either (i) the product of the Dilution Horizon Ratio
multiplied by the Adjusted Dilution Ratio or (ii) an amount
otherwise mutually agreed to by the parties hereto, or (y)
prior to the date such notice is delivered, 0%.
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4. The definition of "Dilution Ratio" contained in Appendix A to the
Agreement is hereby amended and restated in its entirety as follows:
""Dilution Ratio" means, as of any date of determination, an
amount (expressed as a percentage) equal to a fraction, the
numerator of which is the total amount of Dilution which
occurred during the most recently ending Settlement Period,
and the denominator of which is the aggregate amount of sales
of the Originators during the Settlement Period occurring
three months prior to the most recently ended Settlement
Period."
5. The definition of "Dilution Reserve" contained in Appendix A to the
Agreement is hereby amended and restated in its entirety as follows:
""Dilution Reserve" means, as of any date of determination,
an amount (expressed as a percentage) equal to the product of
(i) (x) 2.00 multiplied by, the Adjusted Dilution Ratio, plus
(y) the Dilution Volatility Component, multiplied by, (ii) the
Dilution Horizon Ratio.
6. The definition of "Required Reserve Factor" contained in Appendix A to
the Agreement is hereby amended and restated in its entirety as
follows:
""Required Reserve Factor" means, as of any date of
determination, an amount equal to the greater of (i) 15% plus
the Dilution Factor and (ii) the sum of (a) the Loss Reserve,
(b) the Dilution Reserve, (c) the Yield Reserve and (d) the
Servicing Reserve."
7. The definition of "Scheduled Maturity Date" contained in Appendix A to
the Agreement is hereby amended and restated in its entirety as
follows:
""Scheduled Maturity Date" means January 15, 2002, as
extended pursuant to Section 1.06."
Except as expressly modified hereby, all terms and conditions of the Agreement
remain in full force and effect. This Fourth Amendment 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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IN WITNESS WHEREOF, the parties have caused this Fourth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
WPS RECEIVABLES CORPORATION, as
Transferor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
WESTPOINT ▇▇▇▇▇▇▇ INC., as initial
Servicer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President & Controller
BLUE RIDGE ASSET FUNDING
CORPORATION,
as Transferee
By: Wachovia Bank, N.A., Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
WACHOVIA BANK, N.A., as Administrator
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
