Exhibit 10.30
FIRST AMENDMENT TO LIQUIDITY ASSET PURCHASE AGREEMENT
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(Re: Mohawk Factoring, Inc.)
This FIRST Amendment to the Liquidity Asset Purchase Agreement
(this "Amendment") is entered into as of October 24, 2001 among WACHOVIA BANK,
N.A. a national banking association (in its individual capacity, "Wachovia
Bank" and each of the parties who has executed as an "Assignee" an Assignment of
Liquidity Asset Purchase Commitment in the form of Exhibit A hereto (each, an
"Assignment") (Wachovia Bank and each such other party being referred to
collectively as the "Purchasers" and individually as a "Purchaser"), WACHOVIA
BANK, N.A. as agent for the Purchasers under this Agreement (in such capacity,
together with its successors and permitted assigns in such capacity, the
"Liquidity Agent"), BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation
(together with its successors and permitted assigns, the "Issuer"), and Wachovia
Bank, as the administrative agent for the Issuer (in such capacity, together
with its successors and permitted assigns in such capacity, the "Agent"), with
respect to the Liquidity Asset Purchase Agreement dated as of October 25, 2000
by and among the parties hereto (as amended, restated, supplemented or otherwise
modified from time to time in accordance with the provisions hereof, the
"Agreement"). Capitalized terms used and not otherwise defined herein are used
with the meanings attributed thereto in the Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. The "Liquidity Termination Date" shall be amended to mean
October 23, 2002.
2. Except as expressly amended hereby, the Agreement remains
unaltered and in full force and effect and is hereby ratified and
confirmed.
3. In order to induce the other parties hereto to enter into this
Amendment, each of the parties represents and warrants to the
other parties hereto that this Amendment has been duly
authorized, executed and delivered by it, and constitutes its
legally valid and binding obligation, enforceable against it in
accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, receivership,
reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally or by general
principles of equity.
4. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF).
5. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original
and all of which
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when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.
6. This Amendment shall become effective as of October 24, 2001 upon
execution by all parties subject to conditions precedent that (a)
agent shall have received a fully executed amendment to the Fee
Letter dated as of the date hereof, and (b) agent shall have
received a fully earned and non-refundable amendment fee of
$10,000 U.S. Dollars.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.
WACHOVIA BANK, N.A.,
as Liquidity Agent
By: ______________________
Name:
Title:
Address: 191 Peachtree Street, N.E.
Atlanta, GA 30303
Attention: Kenny Karpowicz
Telephone: (404) 332-1164
Telecopy: (404) 332-5152
WACHOVIA BANK, N.A.,
as Administrator
By: ______________________
Name:
Title:
Address: 191 Peachtree Street, N.E.
Atlanta, GA 30303
Attention: Kenny Karpowicz
Telephone: (404) 332-1164
Telecopy: (404) 332-5152
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BLUE RIDGE ASSET FUNDING CORPORATION
as Issuer
By: ________________________
Name:
Title:
Address:
c/o AMACAR Group, L.L.C.
6706-D Fairview Road
Charlotte, North Carolina 28210
Attention: Douglas K. Johnson
Telephone: (704) 365-0569
Telecopy: (704) 365-1362
With a copy to: Wachovia Bank, N.A.,
as Administrative Agent
Address: 100 North Main Street
Winston, Salem, NC 27150
Attention: John Dillon
Telephone: (336) 732-2690
Telecopy: (336) 732-5021
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THE PURCHASERS
WACHOVIA BANK, N.A.
By: _____________________________
Name:
Title:
Wachovia Bank, N.A.
Address: 191 Peachtree Street, N.E.
Atlanta, GA 30303
Attention: Kenny Karpowicz
Telephone: (404) 332-1164
Telecopy: (404) 332-5152
Purchaser Percentage: 100%
Maximum Liquidity Purchase: $209,100,000
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