Wachovia - Blue Ridge - LAPA Template



Exhibit No. 10.40






SECOND AMENDMENT TO LIQUIDITY ASSET PURCHASE AGREEMENT


 


(Re: Mohawk Factoring, Inc.)


 


                        This
SECOND Amendment to the Liquidity Asset Purchase Agreement (this
"Amendment") is entered into as of October 23, 2002 among WACHOVIA BANK, NATIONAL
ASSOCIATION 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, NATIONAL ASSOCIATION 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 22, 2003.




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 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.
 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, NATIONAL
ASSOCIATION,


as Liquidity Agent




By:                   _______________________


                        Name:


                        Title:




Address:           191 Peachtree Street,


                        22nd Floor, GA - 8407


                        Atlanta, Georgia 30303


Attention:          Elizabeth Wagner


Telephone:        (404) 332-1398


Telecopy:         (404) 332-5152








WACHOVIA BANK, NATIONAL
ASSOCIATION,


as Administrator






By:                   _______________________


                        Name: 
 


                        Title:    
 




Address:           191 Peachtree Street,


                        22nd Floor, GA - 8407


                        Atlanta, Georgia 30303


Attention:          Elizabeth Wagner


Telephone:        (404) 332-1398


Telecopy:         (404) 332-5152 
 


 
 BLUE RIDGE ASSET FUNDING
CORPORATION


  as Issuer




By: Wachovia Bank, National
Association,


as Attorney in Fact




By:                   _______________________


                        Name: 
 


                        Title:    
 




Address:           301 South College Street, TW-10


                        Charlotte, NC 28288


Attention:          Douglas R. Wilson


Telephone:        (704) 374-2520


Telecopy:         (704) 383-9579






With a copy to:




Blue Ridge Asset Funding
Corporation


c/o AMACAR Group, L.L.C.


6525 Morrison Blvd., Suite
318


Charlotte, North Carolina
28211




Attention: Douglas K.
Johnson


Telephone: (704) 365-0569


Telecopy: (704) 365-1362











THE PURCHASERS


WACHOVIA BANK, NATIONAL
ASSOCIATION




By:                   _______________________


                        Name: 
 


                        Title:    
 




Wachovia Bank, National
Association




Address:           191 Peachtree Street,
 


                        22nd Floor, GA-8407


                        Atlanta, Georgia 30303


Attention:          Elizabeth Wagner


Telephone:        (404) 332-1398


Telecopy:         (404) 332-5152
 






Purchaser Percentage:                           100%  
 


Maximum Liquidity Purchase:    $209,100,000