Exhibit 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT , dated as of September 18, 2006 (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 ”), Variable Funding Capital Company LLC (as
successor in interest to Variable Funding Capital Corporation
(successor in interest to Blue Ridge Asset Funding Corporation)),
(“ VFCC ”), Victory Receivables
Corporation (“ Victory ” and as a
purchaser, a “ Purchaser ,” and together
with VFCC, the “ Purchasers ”), Wachovia
Bank, National Association (individually and as a purchaser agent
for the VFCC Purchaser Group, the “ VFCC Purchaser
Agent ,” and as administrative agent, the “
Administrative Agent ”) and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch (f/k/a The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch) (individually and as
purchaser agent, the “ Victory Purchaser Agent
,” and together with the VFCC 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).
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 the same may be amended, restated or otherwise modified from
time to time, 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 6.1 of the Agreement is hereby amended and modified by
adding the following clause (y) to the end of the same:
“(y) Accuracy of
Information : All information heretofore or
contemporaneously furnished orally or in writing (and prepared by
or on behalf of) by such Seller Party, to VFCC, the Purchasers 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 Party, to VFCC, the
Purchasers, 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 a material fact or
omitted or omit to state any material fact necessary to make such
information, in light of the circumstances in which it is made, not
misleading.”
(b)
Section 8.3(b) of the Agreement is hereby amended and modified by
deleting the phrase “following the occurrence of a Notice
Event” from the first sentence of such section.
(c)
Section 10.1(d) of the Agreement is hereby amended, modified and
restated in its entirety as follows:
“(d)
(i) Any Seller Party shall (A) fail to pay any principal or
interest, regardless of amount, due in respect of any Indebtedness
when the aggregate unpaid principal amount is in excess of in the
case of the Seller, $12,300, or in the case of any other Seller
Party, $20,000,000, when and as the same shall become due and
payable (after expiration of any applicable grace or cure period)
or (B) fail to observe or perform any other term, covenant,
condition or agreement (after expiration of any applicable grace
period or cure) contained in any agreement or instrument evidencing
or governing any such Indebtedness if the effect of any failure
referred to in this clause (B) is to cause, or permit the
holder or holders of such Indebtedness or a trustee on its or their
behalf (with or without the giving of notice) to cause, such
Indebtedness to become due prior to its stated maturity; (ii) any
default under any other agreement or instrument relating to the
purchase of receivables in an aggregate amount in excess of in the
case of the Seller, $12,300 , or in the case of any
other Seller Party $20,000,000, or any other event, shall occur and
shall continue after the applicable grace period, if any, specified
in such agreement or instrument, if the effect of such default (A)
is to permit the term
