EXHIBIT 99.1
SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED
ASSET INTEREST TRANSFER AGREEMENT
THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED ASSET INTEREST
TRANSFER AGREEMENT, dated as of January 10, 2003 (this "Amendment"), is entered
into by and among WPS RECEIVABLES CORPORATION, as transferor (the
"Transferor"), WESTPOINT ▇▇▇▇▇▇▇ INC., as servicer (the "Servicer"), BLUE RIDGE
ASSET FUNDING CORPORATION, as transferee ("Blue Ridge"), NORTH AMERICAN
CAPACITY INSURANCE COMPANY, as insurer (the "Insurer") and WACHOVIA BANK,
NATIONAL ASSOCIATION (successor in interest to Wachovia Bank, N.A.), as the
administrator (the "Administrator"). Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below and
amended hereby).
WHEREAS, the parties hereto have entered into that certain First
Amended and Restated Asset Interest Transfer Agreement, dated as of October 31,
2001, as amended by the First Amendment dated as of January 14, 2002 (as
amended, restated, supplemented or otherwise modified, the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:
SECTION 1.1 AMENDMENTS.
The Agreement is hereby amended as follows:
(a) The definition of "Scheduled Maturity Date" in Appendix A to
the Agreement is hereby amended and restated in its entirety to read as
follows:
"Scheduled Maturity Date" means February 17, 2003, as extended
pursuant to Section 1.06.
SECTION 1.2 REFERENCE TO AND EFFECT ON THE AGREEMENT AND THE
RELATED DOCUMENTS.
(a) Upon the effectiveness of this Amendment, (i) each of the
Transaction Parties hereby reaffirms all representations and warranties made by
it in Article VI of the Agreement (as amended hereby) and agrees that all such
covenants, representations and warranties shall be deemed to have been remade
as of the effective date of this Amendment, (ii) each of the Transaction
Parties hereby represents and warrants that no Liquidation Event or Unmatured
Liquidation Event shall have occurred and be continuing and (iii) each
reference in the Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be, and any references to the
Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Agreement shall mean and be, a reference to
the Agreement as amended hereby.
(b) The Transferor hereby agrees that in addition to any costs
otherwise required to be paid pursuant to the Transaction Documents, the
Transferor shall pay to the Administrator any reasonable legal fees and out-of
pocket expenses, audit fees and due diligence costs in connection with the
consummation of this Amendment.
SECTION 1.3 EFFECT.
Except as otherwise amended by this Amendment, the Agreement shall
continue in full force and effect and is hereby ratified and confirmed.
SECTION 1.4 GOVERNING LAW.
This Amendment will be governed by and construed in accordance with
the laws of the State of New York.
SECTION 1.5 SEVERABILITY.
Each provision of this Amendment shall be severable from every other
provision of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of one or more
provisions of this Amendment in one jurisdiction shall not have the effect of
rendering such provision or provisions unenforceable in any other jurisdiction.
SECTION 1.6 COUNTERPARTS.
This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of
a signature page by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.
-2-
IN WITNESS WHEREOF, the parties have caused this 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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
WESTPOINT ▇▇▇▇▇▇▇, INC.,
as Servicer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Controller
[additional signatures to follow]
NORTH AMERICAN CAPACITY
INSURANCE COMPANY,
as Insurer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Securitization Manager
[additional signatures to follow]
BLUE RIDGE ASSET FUNDING
CORPORATION,
as Transferee
by Wachovia Securities, Inc.,
as Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
WACHOVIA BANK,
NATIONAL ASSOCIATION,
as Administrator
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
[end of signatures]