Exhibit 10.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT , dated as of September 30, 2005 (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
(as amended by the First Amendment to Amended and Restated
Receivables Purchase Agreement, dated as of November 23, 2004,
and as amended hereby, 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 3.1(b) is
hereby amended and restated in its entirety as follows:
“(b)
Earned Discount and CP Costs; Other Amounts Due .
(A) (I) on or before 12:00 noon, New York City time on the
Business Day before the last day of each Yield Period, each
Purchaser Agent shall notify the Servicers of the amount of Earned
Discount accrued with respect to any Asset Tranche funded by a
Liquidity Funding corresponding to such Yield Period and (II) on or
before 12:00 noon (New York City time) five (5) Business Days
before each Reporting Date, each Purchaser Agent shall notify the
Servicers of the CP Costs accrued during the most recently ended CP
Accrual Period with respect to any Asset Tranche funded with
Commercial Paper Notes of such Purchaser Group during all or any
portion of such CP Accrual Period, (B) the Servicers shall pay
to such Purchaser Agent for the benefit of the related
