Exhibit 10.2


FIRST AMENDMENT TO


AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT


 


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, dated as of November 23, 2004 (this “Amendment”), is entered into by and
among GGRC Corp. (as “Seller”),
Georgia Gulf Corporation (“Georgia Gulf”),
Georgia Gulf Chemicals and Vinyls, LLC (individually and together with Georgia
Gulf, the “Servicers,” and the Servicers, together with
Seller, the “Seller Parties”), Blue Ridge
Asset Funding Corporation, (“Blue Ridge”),
Victory Receivables Corporation (“Victory”
and as a purchaser, a “Purchaser,”
and together with Blue Ridge, the “Purchasers”),
Wachovia Bank, National Association (individually and as a purchaser agent for
the Blue Ridge Purchaser Group, the “Blue
Ridge Purchaser Agent,” and as administrative agent, the “Administrative Agent”) and The Bank
of Tokyo-Mitsubishi, Ltd., New York Branch (individually and as purchaser
agent, the “Victory Purchaser Agent,”
and together with the Blue Ridge Purchaser Agent and the Administrative Agent,
the “Agents”).  Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below and
amended hereby).


WHEREAS, the Seller Parties, the Purchasers and the
Agents have entered into that certain Amended and Restated Receivables Purchase
Agreement, dated as of November 12, 2004 (the “Agreement”);


 


WHEREAS, the Sellers Parties, the
Purchasers and the Agents desire to amend the Agreement in certain respects as
hereinafter set forth;


 


                NOW THEREFORE, in consideration of the
premises and the other mutual covenants contained herein, the parties agree as
follows:


 


SECTION 1.           Amendments.


The Agreement is hereby
amended as follows:


 


                (a)           Section
1.1 of the Agreement is hereby amended and restated in its entirety           as follows:


 


“Upon the terms and subject to the conditions of this
Agreement (including, without limitation, Article V), from time to time
during the Revolving Period, prior to the Termination Date, the Seller may
request that the Purchasers purchase from the Seller ownership interests in
Pool Receivables and Related Assets, and Blue Ridge and Victory shall make such
purchase (each being a “Purchase”);
provided that no Purchase shall be made by any Purchaser if, after
giving effect thereto, based upon the most recent Information Package delivered
pursuant to the first sentence of Section 3.1(a), either (i) the
Invested Amount would exceed $165,000,000 (as such amount may be adjusted
pursuant to Section 3.2(b), the “Purchase Limit”),
(ii) such Purchaser Group’s Purchaser Group Invested Amount would exceed the
related Purchaser Group Limit or (iii) the Asset Interest would exceed 100%
(the “Allocation Limit”); and provided,
further that


 


 





















 


each Purchase made pursuant to this Section 1.1
shall have a purchase price equal to at least $1,000,000 and shall be an
integral multiple of $100,000.”


 


(b)           The
definition of “Blue Ridge Purchaser Group Limit” in Appendix A to the Agreement
is hereby amended and restated in its entirety as follows:


 


“Blue Ridge Purchaser Group Limit:  $82,500,000.”


 


(c)           The
definition of “Victory Purchaser Group Limit” in Appendix A to the Agreement is
hereby amended and restated in its entirety as follows:


 


“Victory Purchaser Group Limit:  $82,500,000.”


 


 


SECTION
2.           Effectiveness and
Effect.


                This
Amendment shall become effective as of the date (the “Effective Date”) on which each of the
following items has occurred: (i) this Amendment shall have been executed
and delivered by a duly authorized officer of each party thereto, (ii) Hunton
& Williams LLP, as counsel for the Administrative Agent, shall have
received from JPMorgan Chase Bank, N.A. (a) final versions of UCC
Financing Statement Amendments (the “UCC Amendments”) to the financing
statements related to the Credit Agreement increasing the Invested Amount to up
to $165,000,000 and (b) authorization (in form and substance reasonably
satisfactory to it) to file such UCC Amendments and (iii) the Credit Agreement
shall have been amended to allow for an Invested Amount of up to $165,000,000.


 


SECTION 3.           Reference to and Effect on the Agreement and the
Related Documents.


Upon the effectiveness of
this Amendment, (i) each of the Seller Parties hereby reaffirms all
representations and warranties made by it in the Agreement (as amended hereby)
and agrees that all such covenants, representations and warranties shall be
deemed to have been restated as of the Effective Date of this Amendment and
(ii) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be, and any references to the
Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Agreement shall mean and be, a reference to
the Agreement as amended hereby.


SECTION 4.           Governing Law.


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 YOUR GENERAL OBLIGATIONS LAW.


SECTION 5.           Severability.


 


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Each
provision of this Amendment shall be severable from every other provision of
this Amendment for the purpose of determining the legal enforceability of any provision
hereof, and the unenforceability of one or more provisions of this Amendment in
one jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.


SECTION 6.           Counterparts.


This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.  Delivery of an
executed counterpart of a signature page by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.


[remainder of page
intentionally left blank]


 


 


 


 


 


 


 


 


 


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IN
WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


	
   

  	
  GGRC CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
  Name:

  	
  Joel I. Beerman

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GEORGIA
  GULF CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
  Name:

  	
  Joel I. Beerman

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  GEORGIA
  GULF CHEMICALS AND VINYLS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
  Name:

  	
  Joel I. Beerman

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [additional
  signatures to follow]

  
				



 


 


 


 


 


 


 


 


 


[Signature Page to First Amendment to Amended
and Restated Receivables Purchase Agreement]


 


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  BLUE RIDGE ASSET FUNDING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  WACHOVIA CAPITAL MARKETS,
  LLC,

  AS ATTORNEY-IN-FACT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS R. WILSON, SR.

  
	
   

  	
  Name:

  	
  Douglas R. Wilson, Sr.

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN A. FOXGROVER

  
	
   

  	
  Name:

  	
  John A. Foxgrover

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [additional
  signatures to follow]

  
				



 


 


 


 


 


 


 


 


 


[Signature
Page to First Amendment to Amended and Restated Receivables Purchase Agreement]


 


5





















 


 


	
   

  	
  VICTORY RECEIVABLES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. DOUGLAS DONALDSON

  
	
   

  	
  Name:

  	
  R. Douglas Donaldson

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI, LTD.,

  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A. K. REDDY

  
	
   

  	
  Name:

  	
  A. K. Reddy

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [end
  of signatures]

  
				



 


 


 


 


 


 


 


 


 


[Signature Page to First Amendment to Amended
and Restated Receivables Purchase Agreement]


 


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