Exhibit 10.1



 



AMENDMENT TO LIQUIDITY ASSET
PURCHASE AGREEMENT



[Mohawk Factoring, Inc.]


 



This
AMENDMENT TO Liquidity Asset Purchase Agreement (this "Amendment") is entered into as
of July 30, 2007, among SUNTRUST BANK, a Georgia banking corporation, individually
and as Liquidity Agent, THREE PILLARS FUNDING LLC, a Delaware limited liability
company (together with its successors and permitted assigns, the "Company"),
and SUNTRUST CAPITAL MARKETS, INC., a Tennessee corporation, as "TPF
Agent," and pertains to the Amended and Restated Liquidity Asset
Purchase Agreement among the parties hereto dated as of August 4, 2003 (the "Existing
Agreement").  Capitalized terms used and not otherwise defined herein
are used with the meanings attributed thereto in the Existing Agreement.



For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the parties hereto agrees that the Existing Agreement is
hereby amended to extend the Purchase Termination Date to July 28, 2008. 


Except as expressly amended
above, the Existing Agreement remains unaltered and in full force and effect
and is hereby ratified and confirmed.  This Amendment shall become effective
when it shall have been executed and delivered by each of the parties hereto and
thereafter shall be binding upon and inure to the benefit of the Conduit, the
Administrator, the Liquidity Agent and each Purchaser and their respective
successors and assigns.  


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 (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).  


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 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.


<signature page follows>


 


 










 












 


 


 


 


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.


THREE
PILLARS FUNDING LLC


 


 


By:    /s/
Doris J. Hearn                                                       


Name:     Doris
J. Hearn                                                       


Title:       Vice
President                                                       


 


 


SUNTRUST
BANK, Individually and as Liquidity
Agent


 


 


By:    /s/
Robert Maddox                                                     


Name:     Robert
Maddox                                                    


Title:       Vice
President                                                       


 


 


SUNTRUST
CAPITAL MARKETS, INC., as TPF Agent


 


 


By:    /s/
Michael G. Maza                                                   


Name:     Michael
G. Maza                                                  


Title:       Managing
Director                                              


 


 


 


 


 



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