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EXHIBIT 10.20
THIRD AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as
of
July 2, 2003 (this "Amendment"), is entered
into among ATRIUM FUNDING CORP., 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 CORPORATION, a Delaware corporation
(the "Purchaser"), and 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
"Receivables Purchase Agreement").
2. The parties hereto desire to amend the Receivables Purchase
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 use
