AVONDALE INC
EX-10.41 AMENDMENT NO. 1 TO AGREEMENTS
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<TYPE>EX-10.41
<SEQUENCE>4
<FILENAME>g83723exv10w41.txt
<DESCRIPTION>EX-10.41 AMENDMENT NO. 1 TO AGREEMENTS
<TEXT>
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                                                                   EXHIBIT 10.41

                                 AMENDMENT NO. 1

                           DATED AS OF MARCH 28, 2003

                                       TO

                  RECEIVABLES PURCHASE AND SERVICING AGREEMENT

                                       AND

                         SALE AND CONTRIBUTION AGREEMENT

                           DATED AS OF AUGUST 30, 2002

                  THIS AMENDMENT NO. 1 (this "AMENDMENT") is entered into as of
March 28, 2003 by and among AVONDALE FUNDING, LLC ("FUNDING"), AVONDALE MILLS,
INC. ("AVONDALE MILLS" or the "SERVICER"), AVONDALE INCORPORATED (the "PARENT"),
REDWOOD RECEIVABLES CORPORATION, a Delaware corporation, as a conduit purchaser
(the "CONDUIT PURCHASER"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, in its separate capacities as a committed purchaser (the "COMMITTED
PURCHASER"), and as administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT") under the Receivables Purchase and Servicing Agreement referred to
below. Capitalized terms used in this Amendment which are not otherwise defined
herein shall have the meanings given such terms in Annex X to the Receivables
Purchase and Servicing Agreement, as amended hereby.

                                    RECITALS:

                  WHEREAS, Avondale Mills, the Parent and Funding are parties to
a Sale and Contribution Agreement dated as of August 30, 2002 (as amended,
restated, supplemented or otherwise modified from time to time, the "SALE AND
CONTRIBUTION AGREEMENT");

                  WHEREAS, Funding, the Servicer, the Conduit Purchaser, the
Committed Purchaser and the Administrative Agent are parties to a Receivables
Purchase and Servicing Agreement dated as of August 30, 2002 (as amended,
restated, supplemented or otherwise modified from time to time, the "RECEIVABLES
PURCHASE AND SERVICING AGREEMENT");

                  WHEREAS, many of the defined terms used in the Sale and
Contribution Agreement and the Receivables Purchase and Servicing Agreement are
set forth in Annex X attached thereto ("ANNEX X"); and

                  WHEREAS, Funding, Avondale Mills, the Servicer, the Parent,
the Conduit Purchaser, the Committed Purchaser and the Administrative Agent have
agreed to amend Annex X on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Funding, Avondale Mills, the Servicer, the

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Parent, the Conduit Purchaser, the Committed Purchaser and the Administrative
Agent hereby agree as follows.

                  1. AMENDMENT TO ANNEX X. Effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, Annex X is hereby amended as follows:

                  The definition of "Credit Agreement" is hereby amended and
restated in its entirety to read as follows:

                  "Credit Agreement" means that certain Third Amended and
         Restated Credit Agreement dated as of March 28, 2003, among the
         Originator, as borrower, the lenders party thereto and Wachovia Bank,
         N.A., as agent for itself and the other lenders party thereto.

                  2. CONDITIONS OF EFFECTIVENESS OF THIS AMENDMENT. This
Amendment shall become effective as of the date hereof (the "EFFECTIVE DATE")
when, and only when, the Administrative Agent shall have received each of the
following:

                  (a)      counterparts of this Amendment duly executed by each
         of Funding, Avondale Mills, the Servicer, the Parent, the Conduit
         Purchaser, the Committed Purchaser and the Administrative Agent; and

                  (b)      such other documents, instruments and agreements as
         the Administrative Agent may reasonably request.

                  3. REPRESENTATIONS AND WARRANTIES.

                  3.1      Upon the effectiveness of this Amendment, each of
Funding, Avondale Mills, the Servicer and the Parent (a) hereby reaffirms all
covenants, representations and warranties made by it in the Sale and
Contribution Agreement, the Receivables Purchase and Servicing Agreement and
each other Related Document to the extent the same are not amended hereby and
except to the extent the same expressly relates solely to an earlier date, (b)
agrees that all such covenants, representations and warranties shall be deemed
to have been re-made as of the Effective Date, (c) represents and warrants that,
as of the Effective Date and after giving effect hereto, no Termination Event,
Incipient Termination Event, Event of Servicer Termination or Incipient Servicer
Termination Event has occurred and is continuing and (d) represents and warrants
that no event or circumstance has occurred since the Closing Date that has
resulted, or could reasonably be expected to result in, a Material Adverse
Effect.

                  3.2      Each of Funding, Avondale Mills, the Servicer and the
Parent hereby represents and warrants that this Amendment and each of the Sale
and Contribution Agreement and the Receivables Purchase and Servicing Agreement,
as amended hereby, (i) are within the corporate or limited liability company
powers of such Person, (ii) have been duly authorized by all necessary corporate
or limited liability company action, (iii) have received all necessary
governmental approvals, (iv) do not and will not contravene or conflict with any
provision of law or the applicable charter, by-laws, operating agreement or
other organizational documents of

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such Person or any such Person and (v) constitute legal, valid and binding
obligations of such Person and are enforceable against such Person in accordance
with their respective terms.

                  4. REFERENCE TO AND EFFECT ON RELATED DOCUMENTS.

                  4.1      Upon the effectiveness of this Amendment pursuant to
Section 2 hereof, on and after the Effective Date, each reference to Annex X,
the Sale and Contribution Agreement and the Receivables Purchase and Servicing
Agreement in any of the Related Documents shall mean and be a reference to Annex
X, the Sale and Contribution Agreement or the Receivables Purchase and Servicing
Agreement, as the case may be, as amended hereby.

                  4.2      Except as specifically set forth above, Annex X, the
Sale and Contribution Agreement and the Receivables Purchase and Servicing
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.

                  4.3      The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Funding, the Conduit Purchaser, the Committed
Purchaser, the Administrative Agent or the Collateral Agent, nor constitute a
waiver of any provision of any of the Related Documents, or any other documents,
instruments and agreements executed and/or delivered in connection therewith.

                  4.4      Each party hereto agrees and acknowledges that this
Amendment constitutes a Related Document under and as defined in the Receivables
Purchase and Servicing Agreement.

                  5. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  6. COUNTERPARTS. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.

                  7. ENTIRE AGREEMENT. This Amendment, taken together with the
Sale and Contribution Agreement, the Receivables Purchase and Servicing
Agreement and all of the other Related Documents, embodies the entire agreement
and understanding of the parties hereto and supersedes all prior agreements and
understandings, written and oral, relating to the subject matter hereof.

                  8. GOVERNING LAW. THIS AMENDMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES).

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                  9. NO COURSE OF DEALING. The Conduit Purchaser, the Committed
Purchaser and the Administrative Agent have entered into this Amendment on the
express understanding with Funding, Avondale Mills, the Servicer and the Parent
that in entering into this Amendment the Conduit Purchaser, the Committed
Purchaser and the Administrative Agent are not establishing any course of
dealing with Funding, Avondale Mills, the Servicer or the Parent. The rights of
the Conduit Purchaser, the Committed Purchaser and the Administrative Agent to
require strict performance with all the terms and conditions of the Sale and
Contribution Agreement and the Receivables Purchase and Servicing Agreement as
amended by this Amendment and the other Related Documents shall not in any way
be impaired by the execution of this Amendment. None of the Conduit Purchaser,
the Committed Purchaser and the Administrative Agent shall be obligated in any
manner to execute any further amendments or waivers, and if such waivers or
amendments are requested in the future, assuming the terms and conditions
thereof are acceptable to them, the Conduit Purchaser, the Committed Purchaser
and the Administrative Agent may require the payment of fees in connection
therewith.

                  10. WAIVER OF CLAIMS. In consideration for the execution by
the Conduit Purchaser, the Committed Purchaser and the Administrative Agent of
this Amendment, each of Funding, Avondale Mills, the Servicer and the Parent
hereby waives each and every claim, defense, demand, action and suit of any kind
or nature whatsoever against each of the Conduit Purchaser, the Committed
Purchaser, the Administrative Agent, the Operating Agent, the Collateral Agent
and each other Affected Party arising on or prior to the date hereof in
connection with the Purchase Agreement, any of the Related Documents and the
transactions contemplated thereby.

                  11. EXPENSES. In consideration for the execution by the
Conduit Purchaser, the Committed Purchaser, the Administrative Agent and the
Collateral Agent of this Amendment, each of Funding, Avondale Mills, the
Servicer and the Parent severally agrees to promptly reimburse each of the
Conduit Purchaser, the Committed Purchaser, the Administrative Agent and the
Collateral Agent for all of the reasonable out-of-pocket expenses, including,
without limitation, attorneys' and paralegals' fees and expenses, it has
heretofore or hereafter incurred or incurs in connection with the preparation,
negotiation and execution of this Amendment.

                  12. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon each of Funding, Avondale Mills, the Servicer, the Parent, the Conduit
Purchaser, the Committed Purchaser, the Administrative Agent and the Collateral
Agent and their respective successors and assigns and shall inure to the benefit
of each such Person.

                  13. INTEGRATION. This Amendment contains the entire
understanding of the parties hereto with regard to the subject matter contained
herein. This Amendment supercedes all prior or contemporaneous negotiations,
promises, covenants, agreements and representations of every nature whatsoever
with respect to the matters contained in this Amendment, all of which have
become merged and finally integrated into this Amendment. Each of the parties
hereto understands that in the event of any subsequent litigation, controversy
or dispute concerning any of the terms, conditions or provisions of this
Amendment, no party shall be entitled to offer or introduce into evidence any
oral promises or oral agreements among the parties relating to the subject
matter of this Amendment not included or referred to herein and not reflected by
a writing included or referred to herein.

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                  IN WITNESS WHEREOF, this Amendment No. 1 has been duly
executed as of the day and year first above written.

                                   AVONDALE FUNDING, LLC

                                   By:________________________________
                                      Name:
                                      Title:

                                   AVONDALE MILLS, INC., as Originator and the
                                   Servicer

                                   By:________________________________
                                      Name:
                                      Title:

                                   AVONDALE INCORPORATED, as Parent

                                   By:________________________________
                                      Name:
                                      Title:

                                 Amendment No. 1
                           dated as of March 28, 2002
                 to Receivables Purchase and Servicing Agreement
                       and Sale and Contribution Agreement
                           dated as of August 30, 2002

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                                   REDWOOD RECEIVABLES CORPORATION, as Conduit
                                   Purchaser

                                   By:________________________________
                                      Name:
                                      Title:

                                   GENERAL ELECTRIC CAPITAL CORPORATION, as
                                   Committed Purchaser

                                   By:________________________________
                                      Name:
                                      Title: Duly Authorized Signatory

                                   GENERAL ELECTRIC CAPITAL CORPORATION, as
                                   Administrative Agent

                                   By:________________________________
                                      Name:
                                      Title: Duly Authorized Signatory

Acknowledged and Agreed to
as of the date first written above:

GENERAL ELECTRIC CAPITAL CORPORATION,
as Collateral Agent

By:________________________________
Name:
Title: Duly Authorized Signatory

                                 Amendment No. 1
                           dated as of March 28, 2002
                 to Receivables Purchase and Servicing Agreement
                       and Sale and Contribution Agreement
                           dated as of August 30, 2002

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