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.
Effectiven
