Exhibit 10.6
SEVENTH SUPPLEMENTAL INDENTURE
dated as of July 27, 2009
to
INDENTURE
dated as of December 3, 2003
Among
GEORGIA GULF CORPORATION,
EACH OF THE SUBSIDIARY GUARANTORS PARTY
THERETO
And
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
7 1/8% SENIOR NOTES DUE 2013
SEVENTH SUPPLEMENTAL
INDENTURE
This Seventh Supplemental Indenture,
dated as of July 27, 2009 (this “ Supplemental
Indenture ”), is among Georgia Gulf Corporation, a
Delaware corporation (together with its successors and assigns,
“ GGC ”), each existing Subsidiary Guarantor
under the Indenture referred to below, and U.S. Bank National
Association, a national banking association (as successor to
SunTrust Bank, a Georgia banking corporation), as trustee under the
Indenture referred to below (the “ Trustee
”).
W I T N E S S E T H:
WHEREAS, GGC, the Subsidiary
Guarantors and the Trustee have heretofore executed and delivered
an Indenture, dated as of December 3, 2003, by and among GGC,
the Subsidiary Guarantors named therein and the Trustee, as amended
by that certain First Supplemental Indenture, dated as of
April 24, 2007, by and among GGC, the Subsidiary Guarantors
named therein and the Trustee, that certain Second Supplemental
Indenture, dated as of May 23, 2008, by and among GGC, the
Subsidiary Guarantors named therein and the Trustee, that certain
Third Supplemental Indenture, dated as of June 4, 2008, by and
among GGC, the Subsidiary Guarantors named therein and the Trustee,
that certain Fourth Supplemental Indenture, dated as of
September 29, 2008, by and among GGC, the Subsidiary
Guarantors named therein and the Trustee, that certain Fifth
Supplemental Indenture, dated as of October 23, 2008, by and
among GGC, the Subsidiary Guarantors named therein and the Trustee
and that certain Sixth Supplemental Indenture, dated as of
April 13, 2009, by and among GGC, the Subsidiary Guarantors
named therein and the Trustee (as amended, supplemented, waived or
otherwise modified, the “ Indenture ”),
providing for the issuance of the 7 1/8% Senior Notes due 2013 of
GGC (the “ Securities ”);
WHEREAS, GGC has offered to exchange
(the “ Offer ”) the outstanding Securities for
shares of its convertible preferred stock, $23.89 stated value per
share (subject to adjustment) and shares of its common stock, $0.01
par value per share, and has solicited consents of Holders of
outstanding Securities to certain amendments to eliminate
substantially all of the restrictive covenants, and modify certain
events of default and other related provisions, in the Indenture
(the “ Amendments ”), in each case upon the
terms and subject to the conditions set forth in the Amended and
Restated Confidential Offering Memorandum and Consent Solicitation
Statement dated July 2, 2009 (the “ Offering
Memorandum ”);
WHEREAS, GGC and the Subsidiary
Guarantors desire to supplement the Indenture to amend certain
covenants and other terms and provisions contained in the Indenture
as contemplated by the Amendments;
WHEREAS, the Board of Directors of
GGC has determined that it is in the best interests of GGC and the
Subsidiary Guarantors to make the Amendments;
WHEREAS, Section 9.2 of
the Indenture provides, among other things, that GGC, the
Subsidiary Guarantors and the Trustee may amend the Indenture with
the consent of Holders of at least a majority in principal amount
of the Securities then outstanding;
WHEREAS, as of the date hereof,
$100,000,000 aggregate principal amount of Securities are issued
and outstanding under the Indenture;
WHEREAS, Section 9.3 of
the Indenture provides that every amendment to the Indenture or the
Securities shall comply with the Trust Indenture Act as then in
effect;
WHEREAS, pursuant to a consent
solicitation by GGC, GGC received and delivered to the Trustee
consents of Holders of at least a majority in aggregate principal
amount of the then-outstanding Securities consenting to the
Amendments to the Indenture that require such consent, which
Amendments are set forth herein; and
WHEREAS, upon execution and delivery
of this Supplemental Indenture, all things necessary to make this
Supplemental Indenture a valid and legally binding agreement of GGC
and each of the Subsidiary Guarantors have been done;
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders
of the Securities as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined
Terms . As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recitals hereto are
used herein as therein defined. The words
“herein,” “hereof” and “hereby”
and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
ARTICLE II
Amendments
SECTION 2.1 Deletion
of Certain Sections and Subsections of the Indenture .
The text of each of the following sections and subsections of the
Indenture is hereby deleted in its entirety and replaced with the
text “[Intentionally Omitted]”:
(a)
S
