Third Amendment to Second Amended and Restated Rec



  
  
 EXHIBIT 10.6 
  
 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS 
  

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of October 23, 2002 (this “Amendment”) among G-P Receivables,
Inc., as the seller (the “Seller”), Georgia-Pacific Corporation, as collection agent (the “Collection Agent”), Blue Ridge Asset Funding Corporation (“Blue Ridge”), Corporate Receivables Corporation
(“CRC”), Corporate Asset Funding Company, Inc. (“CAFCO”), Four Winds Funding Corporation (“Four Winds”), Victory Receivables Corporation (“Victory” and, together with Blue Ridge,
CRC, CAFCO and Four Winds, the “Purchasers”), Citibank, N.A. (“Citibank”), Commerzbank AG (New York Branch) (“Commerzbank”), The Bank of Tokyo-Mitsubishi, Ltd. (New York Branch)
(“BTM”), Wachovia Bank National Association (“Wachovia” and, together with Citibank, Commerzbank and BTM, the “Secondary Purchasers”) and Citicorp North America, Inc., as administrative agent (the
“Administrative Agent”). 
  
 WITNESSETH 
  
 WHEREAS, the Seller, the Collection Agent, the Purchasers and the Administrative Agent entered into that certain Second Amended and Restated Receivables Purchase Agreement
dated as of December 19, 2001, as amended (the “Primary Purchase Agreement”); 
  
 WHEREAS, the
Seller, the Collection Agent, the Secondary Purchasers and the Administrative Agent entered into that certain Second Amended and Restated Receivables Purchase Agreement dated as of December 19, 2001 (the “Secondary Purchase
Agreement” and, together with the Primary Purchase Agreement, the “Agreements”); 
  
 WHEREAS, the parties hereto wish to amend the Agreements in the manner and on the terms and conditions set forth herein; 
  
 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the parties hereto agree as follows: 
  
 SECTION 1.   DEFINED TERMS. 
  
 Unless otherwise defined herein, the
capitalized terms used herein shall have the meanings assigned to such terms in the Agreements. 
  
 SECTION 2.  AMENDMENT TO
THE PRIMARY PURCHASE AGREEMENT. 
  
 (a)     The definition of “Concentration
Limitation” in Section 1.01 of the Primary Purchase Agreement is hereby amended by deleting the second proviso thereof and substituting in replacement thereof the following: 
  
 provided, further, that any Special Concentration Limit may be cancelled (i) by the Administrative Agent (acting upon the instructions of any Purchaser), upon
not less than three Business Days’ notice to the Seller or (ii) under such other circumstances as may be 







  
 specified in the writing delivered to the Seller which designated such Special Concentration Limit.

  
 SECTION 3.     EFFECTIVE DATE. 
  
 This Amendment and the amendment to the Agreements shall be effective on the first date on which the Administrative Agent shall have received this Amendment executed by
each of the parties hereto. 
  
 SECTION 4.    EXPENSES. 
  

The Seller and the Collection Agent jointly and severally agree to pay on demand all reasonable costs and expenses actually incurred in connection with the
preparation, execution, delivery and administration of this Amendment, including, without limitation, the reasonable fees and disbursements of outside counsel to the Purchasers, the Secondary Purchasers and the Administrative Agent and the
reasonable due diligence expenses of the Administrative Agent or its agent or representatives. 
  
 SECTION
5.    EXECUTION IN COUNTERPARTS. 
  
 This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, when taken together, shall constitute but one and
the same agreement. 
  
 SECTION 6.    GOVERNING LAW. 
  
 THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  

SECTION 7.    SEVERABILITY OF PROVISIONS. 
  
 Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 
  
 SECTION
8.    CAPTIONS. 
  
 The captions in this Amendment are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof. 
  
 SECTION 9.    AGREEMENTS TO REMAIN IN FULL FORCE
AND EFFECT. 
  
 This Amendment shall be deemed to be an amendment to the Agreements. All references to the
Agreements in any other agreement or document shall on and after the effective date of this Amendment be deemed to refer to the Agreements as amended hereby. 

 
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 SECTION 10.    NO PROCEEDINGS. 
  
 Each of the parties hereto hereby agrees that it will not institute against, or join any other Person in instituting against, the
Purchasers any bankruptcy, reorganization, insolvency or similar proceeding until the date which is one year and one day since the last day on which any commercial paper notes issued by the Purchasers shall have matured. 
  
 [Signature Pages Follow] 

 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by
their duly authorized officers as of the date first above written. 
  
 
	 G-P RECEIVABLES, INC.
  
 
	 
	 By:
 	 	  
 /s/    Phillip M. Johnson
 

	  	 	   Name: Phillip M. Johnson
   Title: Vice President and Treasurer
 

 
  
 
	 GEORGIA-PACIFIC CORPORATION
  
 
	 
	 By:
 	 	  
 /s/    Phillip M. Johnson
 

	  	 	   Name: Phillip M. Johnson
   Title: Vice President and Treasurer
 

 
  
 
	 BLUE RIDGE ASSET FUNDING CORPORATION
  
 
	 
	 By:
 	 	  
 /s/    Douglas R. Wilson, Sr.
 

	  	 	   Name: Douglas R. Wilson, Sr.
   Title: Vice President
 

 
  
 
	 CORPORATE RECEIVABLE CORPORATION
     By:  CITICORP NORTH AMERICA, INC.,
            AS ATTORNEY-IN-FACT
 

 
 
	 
	 By:
 	 	  
 /s/    David J. Donofrio
 

	  	 	   Name: David J. Donofrio
   Title: Vice President
 

 
  
 
	 CORPORATE ASSET FUNDING COMPANY, INC.
     By:  CITICORP NORTH AMERICA, INC.,
            AS ATTORNEY-IN-FACT
 

 
 
	 
	 By:
 	 	  
 /s/    David J. Donofrio
 

	  	 	   Name: David J. Donofrio
   Title: Vice President
 

 

 
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	 FOUR WINDS FUNDING CORPORATION
     By: COMMERZBANK
AG(NEW YORK     BRANCH), AS ATTORNEY-IN-FACT
 
	 
	 By:
 	 	 /s/  Carl H. Jackson
 

	  	 	 Name: Carl H. Jackson
 Title: Senior Vice President
 

 
  
 
	 
	 By:
 	 	 /s/  Al Caputo
 

	  	 	 Name: Al Caputo
 Title: Assistant Treasurer
 

 
  
 
	 
	 VICTORY RECEIVABLES CORPORATION
 
	 
	 By:
 	 	 /s/  Dimitris Spiliakos
 

	  	 	 Name: Dimitris Spiliakos
 Title: Secretary
 

 
  
 
	 
	 CITIBANK, N.A.
 
	 
	 By:
 	 	 /s/  David J. Donofrio
 

	  	 	 Name: David J. Donofrio
 Title: Attorney-In-Fact
 

 
  
 
	 
	 COMMERZBANK AG (NEW YORK BRANCH)
 
	 
	 By:
 	 	 /s/  Carl H. Jackson
 

	  	 	 Name: Carl H. Jackson
 Title: Senior Vice President
 

 
  
 
	 
	 By:
 	 	 /s/  Al Caputo
 

	  	 	 Name: Al Caputo
 Title: Assistant Treasurer
 

 
  
 
	 
	 THE BANK OF TOKYO-MITSUBISHI, LTD.
     (NEW YORK
BRANCH)
 
	 
	 By:
 	 	 /s/  Vincent DeLuca
 

	  	 	 Name: Vincent DeLuca
 Title: Senior Vice President
 

 
  

 
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	 WACHOVIA BANK NATIONAL ASSOCIATION
 
	 
	 By:
 	 	 /s/  Eero H. Maki
 

	  	 	 Name: Eero H. Maki
 Title: Vice President
 

 
  
 
	 
	 CITICORP NORTH AMERICA, INC., as     Administrative Agent
 
	 
	 By:
 	 	 /s/  David J. Donofrio
 

	  	 	 Name: David J. Donofrio
 Title: Vice President
 

 

 
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