Exhibit 10.2
FIFTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIFTH AMENDMENT
TO RECEIVABLES
PURCHASE AGREEMENT, dated as of
December 17, 2004 (this "Amendment"), is entered into among ATRIUM FUNDING
CORPORATION, a Delaware corporation, as
seller (the "Seller"), ATRIUM COMPANIES,
INC., a Delaware corporation, as initial servicer (in such
capacity, together
with its successors and permitted
assigns in such
capacity, the "Servicer"),
FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway
Finance Corporation),
a
Delaware limited liability company (the
"Purchaser"),
and HARRIS NESBITT
CORP.
(f/k/a BMO Nesbitt Burns Corp.), a Delaware corporation as agent for the
Purchaser (in such capacity, together with its successors and assigns in such
capacity, the "Agent").
BACKGROUND
1. The Seller, the Servicer, the Purchaser and the Agent are
parties to
that certain Receivables Purchase Agreement, dated as of July 31, 2001 (as
amended through the date hereof, the
"Agreement").
2. The parties hereto desire to amend the Agreement as set forth
herein.
NOW, THEREFORE,
in consideration of the foregoing and other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby
agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment
and not
otherwise defined herein shall have the meanings assigned thereto in the
Agreement.
SECTION 2. Amendment. The Agreement is hereby amended as
follows:
2.1. The definition of "Purchase Limit" as set forth in Exhibit I
to the
Agreement is hereby amended by deleting the amount
"$50,000,000"
therein and
substituting the amount "$60,000,000"
therefor.
SECTION 3.
Representations and
Warranties. Each of
the Seller and the
Servicer hereby represents and warrants to the Agent and the Purchaser as
follows:
(a) Representations
and Warranties. The representations and
warranties of such Person contained in Exhibit III to the
Agreement are
true and correct as of the date hereof (unless stated to relate solely
to an earlier date, in which case such representations and warranties
were true and correct as of such earlier date).
(b) Enforceability.
The execution and delivery by such Person of
this Amendment,
and the performance of its obligations under this
Amendment and the Agreement, as amended hereby, are within its
corporate
powers and have been duly authorized by all necessary corporate action
on its part. This Amendment and the
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Agreement, as
amended hereby, are its valid and
