Exhibit 10.7
SIXTH SUPPLEMENTAL INDENTURE
dated as of July 27, 2009
to
INDENTURE
dated as of October 3, 2006
Among
GEORGIA GULF CORPORATION,
EACH OF THE GUARANTORS PARTY THERETO
And
WILMINGTON TRUST FSB
as Trustee
9.5% SENIOR NOTES DUE 2014
SIXTH SUPPLEMENTAL
INDENTURE
This Sixth 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 Guarantor under the
Indenture referred to below, and Wilmington Trust FSB (as successor
to Bank of America, N.A., as successor by merger to LaSalle Bank
National Association), as trustee under the Indenture referred to
below (the “ Trustee ”).
W I T N E S S E T H:
WHEREAS, GGC, the Guarantors and the
Trustee have heretofore executed and delivered an Indenture, dated
as of October 3, 2006, by and among GGC, the 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 Guarantors named therein and the Trustee, that
certain Second Supplemental Indenture, dated as of April 14,
2008, by and among GGC, the Guarantors named therein and the
Trustee, that certain Third Supplemental Indenture, dated as of
June 13, 2008, by and among GGC, the Guarantors named therein
and the Trustee, that certain Fourth Supplemental Indenture, dated
as of October 22, 2008, by and among GGC, the Guarantors named
therein and the Trustee and that certain Fifth Supplemental
Indenture, dated as of April 13, 2009, by and among GGC, the
Guarantors named therein and the Trustee (as amended, supplemented,
waived or otherwise modified, the “ Indenture
”), providing for the issuance of the 9.5% Senior Notes due
2014 of GGC (the “ Notes ”);
WHEREAS, GGC has offered to exchange
(the “ Offer ”) the outstanding Notes 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 Notes 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 Offering
Memorandum and Consent Solicitation Statement dated July 2,
2009 (the “ Offering Memorandum ”);
WHEREAS, GGC and the 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
Guarantors to make the Amendments;
WHEREAS, Section 9.02 of
the Indenture provides, among other things, that GGC and the
Trustee may amend or supplement the Indenture and the Notes and the
Note Guarantees with the consent of Holders of at least a majority
in aggregate principal amount of the then outstanding
Notes;
WHEREAS, as of the date hereof,
$500,000,000 aggregate principal amount of Notes are issued and
outstanding under the Indenture;
WHEREAS, Section 9.03 of
the Indenture provides that every amendment or supplement to the
Indenture or the Notes will be set forth in an amended or
supplemental indenture that complies 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 Notes 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 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 Notes 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)
Section 3.09 (Offer to Purchase
by Application of Excess Proceeds);
(b)
Section 4.02 (Maintenance of
Office or Agency);
(c)
Section 4.03
(Reports);
(d)
Section 4.04 (Compliance
Certificate);
(e)
Section 4.05
(Taxes);
(f)
Section 4.06 (Stay, Extension
and Usury Laws);
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