Exhibit 10.2
THIRD AMENDMENT TO
RECEIVABLES SALE AGREEMENT
THIS THIRD AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of September 18,
2006 (this "Amendment"), is entered into by and among GGRC Corp. (as the
"Company"), Georgia Gulf Corporation ("GGC"), Georgia Gulf Chemicals and Vinyls,
LLC ("GGCV") and Georgia Gulf Lake Charles, LLC ("GGLC", together with GGC and
GGCV, the "Sellers" and each, a "Seller").
Capitalized terms used and not
otherwise defined herein are used as defined in the Agreement (as defined
below).
WHEREAS, the Sellers and the Company have entered into that certain Receivables
Sale Agreement, dated as of November 15, 2002 (as the same may be amended,
restated or otherwise modified from time to time, the "Agreement");
WHEREAS, the Sellers and the Company 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.
AMENDMENT.
SECTION 5.1(L) OF THE AGREEMENT IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"(L) ACCURACY OF INFORMATION:
ALL INFORMATION HERETOFORE OR CONTEMPORANEOUSLY
FURNISHED ORALLY OR IN WRITING (AND PREPARED BY OR ON BEHALF OF) BY SUCH SELLER,
AS SELLER, TO THE COMPANY, THE PURCHASER OR THE ADMINISTRATIVE AGENT FOR
PURPOSES OF OR IN CONNECTION WITH ANY TRANSACTION DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY IS, AND ALL SUCH INFORMATION HEREAFTER FURNISHED
(AND PREPARED BY OR ON BEHALF OF) BY SUCH SELLER, AS SELLER, TO THE COMPANY, THE
PURCHASER, OR THE ADMINISTRATIVE AGENT PURSUANT TO OR IN CONNECTION WITH ANY
TRANSACTION DOCUMENT WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT AS OF
THE DATE IT WAS FURNISHED AND DOES NOT AND WILL NOT CONTAIN ANY MISSTATEMENT OF
MATERIAL FACT OR OMITTED OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE
SUCH INFORMATION, IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE, NOT
MISLEADING."
SECTION 2.
EFFECTIVENESS AND EFFECT.
This Amendment shall become effective as of the date (the "Effective Date") on
which (i) this Amendment shall have been executed and delivered by a duly
authorized officer of each party hereto; (ii) the Third Amended and Restated Fee
Letter has been executed and delivered, the renewal fees therein due on the date
hereof have been paid in full and (iii) the Third
Amendment to Amended and Restated Receivables Purchase Agreement having been
executed and delivered by each of the parties thereto.
SECTION 3.
REFERENCE TO AND EFFECT ON THE AGREEMENT AND THE RELATED
DOCUMENTS.
Upon the effectiveness of this Amendment, (i) each of the Sellers 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