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EXHIBIT 10.2
AMENDMENTS TO SECURITIZATION AGREEMENTS
AMENDMENTS TO SECURITIZATION AGREEMENTS, dated as of January 11, 2000,
among WESTPOINT XXXXXXX, INC. ("WestPoint Xxxxxxx"), WPS RECEIVABLES
CORPORATION ("WPS Xxxxx"), BLUE RIDGE ASSET FUNDING CORPORATION ("Blue Ridge")
and WACHOVIA BANK, N.A. ("Wachovia").
WHEREAS, WestPoint Xxxxxxx, as seller (in such capacity, the "Seller")
and WPS Xxxxx are parties to a Receivables Purchase Agreement, dated as of
December 18, 1998, (the "Purchase Agreement").
WHEREAS, WPS Xxxxx, as transferor (in such capacity, the
"Transferor"), Blue Ridge, as transferee (in such capacity, the "Transferee"),
Wachovia, as administrator (in such capacity, the "Administrator") and
WestPoint Xxxxxxx, as initial servicer (in such capacity, the "Servicer") are
parties to an Asset Interest Transfer Agreement, dated as of December 18, 1998
as amended by the First Amendment thereto, dated as of December 17, 1999 (the
"Transfer Agreement").
WHEREAS, subject to the terms and conditions hereof, the parties
hereto desire to amend the Purchase Agreement and the Transfer Agreement (such
amendments collectively referred to herein as these "Amendments").
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH
ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND
HEREBY, AGREE AS FOLLOWS:
ARTICLE I
DEFINITIONS
All capitalized terms used herein, unless otherwise defined, are used
as defined in Appendix A to the Purchase Agreement and Transfer Agreement.
ARTICLE II
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
SECTION 2.1 AMENDMENTS TO SECTION 2.2 OF THE PURCHASE AGREEMENT.
(a) The definition of "Purchase Price Percentage" is hereby
amended and restated to read as follows:
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(a) "Purchase Price Percentage" for the Receivables to be sold by
Seller on any day shall mean the percentage determined in accordance with the
following formula:
PPP = 100%-PD
where:
PPP = the Purchase Price Percentage in effect on such day
PD = the Purchase Discount (expressed as a percentage) shall
mean for any day, an amount, calculated in good
faith by the Purchaser, equal to the Product of
(A) the sum of (x) the A1-P1 asset backed commercial
paper rate for a maturity most closely corresponding
to the estimated maturity period of the Receivables,
and (y) the greater of (1) 0.25% or (2) the Loss
Reserve, and (B) a fraction the numerator of which
is the estimated maturity period of the Receivables
and the denominator of which is 360, determined
pursuant to paragraph (b) below.
(b) The Purchase Price Percentage and the Purchase Discount shall
be recomputed by the Servicer on each Reporting Date, in each case for
the then most recent ended Reporting Period, and such recomputed
amounts shall be used for purposes of calculating the Purchase Price
payable to Seller for Receivables sold to WPS Xxxxx through the next
Reporting Date.
ARTICLE III
AMENDMENT NO. 2 TO THE TRANSFER AGREEMENT
(a) The definition of "Receivable" in Appendix A is hereby amended
by adding the phrase "and Receivables of Other Excluded Obligors in an aggregate
amount not to exceed $10 million" at the end thereof.
(b) A new definition is hereby added to Appendix A to read as
follows:
"Other Excluded Obligors" means any Person
designated from time to time by the Seller and approved by the
Administrator as an Other Excluded Obligor; provided, that such
approval shall be deemed to have been given if after five Business
Days' notice of such designation by the Seller, the Administrator
has not disapproved such designation.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each of WestPoint Xxxxxxx and WPS Xxxxx represents and warrants that:
(a) these Amendments have been duly authorized, executed and delivered
pursuant to its corporation power; and
(b) these Amendments constitute its legal, valid and binding obligation
subject to the effect of bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 Confirmation of Purchase Agreement and Transfer Agreement.
Each of the parties hereto agrees that, except for the specific amendments set
forth herein, nothing herein shall be deemed to be a waiver or amendment of any
covenant or agreement contained in the Purchase Agreement or the Transfer
Agreement and each of the other documents executed in connection therewith are
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with its terms. Each reference in the Purchase Agreement to "this
Agreement" or "this Purchase Agreement" and in each of the other documents to be
executed in connection therewith to the "Purchase Agreement," shall mean the
Purchase Agreement as amended by these Amendments and as each such agreement may
be hereafter amended or restated. Each reference in the Transfer Agreement to
"this Agreement" or "this Transfer Agreement" and in each of the other documents
to be executed in connection therewith to the "Transfer Agreement", shall mean
the Transfer Agreement as amended by these Amendments and as each such agreement
may be hereafter amended or restated. Nothing herein shall obligate the parties
hereto, to enter into any future amendment (whether similar or dissimilar).
SECTION 5.2 Counterparts. Delivery of an executed counterpart of a
signature page to these Amendments by facsimile shall be effective as delivery
of a manually executed counterpart of these Amendments. These Amendments 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 taken together shall constitute one and the same
agreement.
SECTION 5.3 Governing Law. These Amendments shall be governed by, and
construed in accordance with, New York law.
SECTION 5.4 Effective Date of Amendments. Upon the execution and
delivery of these Amendments by the parties hereto, the Purchase Agreement, the
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Transfer Agreement and Appendix A shall be amended by these Amendments,
effective as of the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused these Amendments to
be duly executed by their respective authorized officers as of the date and
year first above written.
WESTPOINT XXXXXXX, INC.,
as Seller and Servicer
By:
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Title:
Name:
WPS RECEIVABLES CORPORATION,
as Purchaser and Transferor
By:
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Title:
Name:
BLUE RIDGE ASSET FUNDING CORPORATION
As Transferee
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Vice President
Name: Xxxxxxx X. Xxxxxxxx
WACHOVIA BANK, N.A.
as Administrator
By: /s/ Xxxxx X. XxXxxxxxx
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Title: Xxxxx X. XxXxxxxxx
Name: Senior Vice President
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IN WITNESS WHEREOF, the parties hereto have caused these Amendments to
be duly executed by their respective authorized officers as of the date and year
first above written.
WESTPOINT XXXXXXX, INC.,
as Seller and Servicer
By: /s/ Xxxxxx Xxxxxxxx
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Title: Controller - Corporate Accounting
Name: Xxxxxx Xxxxxxxx
WPS RECEIVABLES CORPORATION,
as Purchaser and Transferor
By: /s/ Xxxxxx Xxxxxxxx
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Title: Vice President/Assistant Treasurer
Name: Xxxxxx Xxxxxxxx
BLUE RIDGE ASSET FUNDING CORPORATION
as Transferee
By:
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Title:
Name:
WACHOVIA BANK, N.A.
as Administrator
By:
--------------------------------------
Title:
Name:
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