EXHIBIT 10.1
This First Amendment, dated as of January 14, 2002 (this "First Amendment"), is
entered into by and among WPS Receivables Corporation, as Transferor, WestPoint
Xxxxxxx Inc., as initial Servicer, Blue Ridge Asset Funding Corporation, as
Transferee, North American Capacity Insurance Company, as Insurer, 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, Insurer, and Administrator
entered into that certain First Amended And Restated Asset Interest Transfer
Agreement dated as of October 31, 2001 (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:
SECTION 1. 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 13, 2003, as extended
pursuant to Section 1.06."
SECTION 1. Amended Agreements in Full Force and Effect
as Amended. Except as specifically amended hereby, the Agreement shall remain
in full force and effect. This First Amendment shall not constitute a novation
of the Agreement, but shall constitute an amendment thereof. The parties hereto
agree to be bound by the terms and conditions of the Agreement, as amended by
this First Amendment, as though such terms and conditions were set forth
herein.
SECTION 2. Miscellaneous.
(a) This First 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. Delivery of an executed counterpart of a signature page to this
First Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this First Amendment.
(b) The descriptive headings of the
various sections of this First Amendment are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of
any of the provisions hereof.
(c) This First Amendment may not be
amended or otherwise modified except as provided in the Agreement.
(d) THIS FIRST AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
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IN WITNESS WHEREOF, the parties have caused this First
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/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President
WESTPOINT XXXXXXX INC., as initial Servicer
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President and
Controller
BLUE RIDGE ASSET FUNDING CORPORATION,
as Transferee
By: Wachovia Bank, N.A., Attorney-in-Fact
By: /s/ Xxxxx X. XxXxxxxxx
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Name: Xxxxx X. XxXxxxxxx
Title: Senior Vice President
WACHOVIA BANK, N.A., as Administrator
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
NORTH AMERICAN CAPACITY INSURANCE
COMPANY, as Insurer
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Securitization Manager
