Third Amendment to Asset Interest Transfer Agreement among WPS Receivables Corporation, WestPoint Stevens Inc., Blue Ridge Asset Funding Corporation, and Wachovia Bank, N.A.

Summary

This amendment updates the Asset Interest Transfer Agreement originally signed on December 18, 1998, by WPS Receivables Corporation, WestPoint Stevens Inc., Blue Ridge Asset Funding Corporation, and Wachovia Bank, N.A. The main change is the extension of the "Scheduled Maturity Date" to March 30, 2001, as outlined in the agreement. All other terms remain unchanged. The amendment is effective as of March 12, 2001, and is executed by authorized representatives of each party.

EX-10.2 3 g69122ex10-2.txt THIRD AMENDMENT 1 EXHIBIT 10.2 This Third Amendment, dated as of March 12, 2001 (this "Third Amendment"), is entered into by and among WPS Receivables Corporation, as Transferor, WestPoint Stevens 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. 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 March 30, 2001, 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 Third 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. [remainder of page intentionally left blank] 2 IN WITNESS WHEREOF, the parties have caused this Third 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/ Nelson Griffith ------------------------------------------- Name: Nelson Griffith Title: President WESTPOINT STEVENS INC., as initial Servicer By: /s/ Nelson Griffith ------------------------------------------- Name: Nelson Griffith Title: Senior Vice President & Controller BLUE RIDGE ASSET FUNDING CORPORATION, as Transferee By: Wachovia Bank, N.A., Attorney-in-Fact By: /s/ Elizabeth R. Wagner --------------------------------------- Name: Elizabeth R. Wagner Title: Senior Vice President WACHOVIA BANK, N.A., as Administrator By: /s/ Frances W. Josephic ------------------------------------------- Name: Frances W. Josephic Title: Vice President