Exhibit 10.1


 


EXECUTION COPY


 


FOURTH AMENDMENT TO CREDIT
AGREEMENT


 


THIS FOURTH
AMENDMENT TO CREDIT AGREEMENT dated as of September 11, 2008 (the “Amendment”)
is entered into among Georgia Gulf Corporation, a Delaware corporation (“GGC”),
Royal Group, Inc. (formerly known as Royal Group Technologies Limited), a
Canadian federal corporation (the “Canadian Borrower”; together with
GGC, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of
America, National Association, as Domestic Administrative Agent and Bank of
America, National Association acting through its Canada branch, as Canadian
Administrative Agent.  All capitalized
terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS, the
Borrowers, the Guarantors, the Lenders, Bank of America, National Association,
as Domestic Administrative Agent, Domestic Collateral Agent and Domestic L/C
Issuer, Bank of America, National Association acting through its Canada branch,
as Canadian Administrative Agent, Canadian Collateral Agent and Canadian L/C
Issuer and The Bank of Nova Scotia, as Canadian Swing Line Lender entered into
that certain Credit Agreement dated as of October 3, 2006 (as amended from
time to time, the “Credit Agreement”); and


 


WHEREAS, GGC
has requested that the Lenders amend the Credit Agreement as set forth below;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


Section 1.                                            Amendments.


 


(a)                                  The
following definitions are hereby added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order:


 


“Fourth
Amendment” means the Fourth Amendment to the Agreement, dated as of September 11,
2008, executed by the Borrowers, the Guarantors, the Domestic Administrative
Agent, the Canadian Administrative Agent and the Lenders party thereto.


 


“Fourth
Amendment Consenting Lender” means (i) each Lender party to the Fourth
Amendment on the Fourth Amendment Effective Date and (ii) each other
Person that was a Lender on the Fourth Amendment Effective Date but was not
given the opportunity to access the Amendment and consent thereto prior to the
Fourth Amendment Effective Date.


 


“Fourth
Amendment Effective Date” means September 11, 2008.


 


“Fourth
Supplemental Indenture” means that certain Fourth Supplemental Indenture,
to be dated on or about September 26, 2008, among GGC, the Subsidiaries of



 

















 


GGC party thereto and U.S. Bank National Association, as trustee under
the 2003 Indenture, substantially in the form of Exhibit A to the Fourth
Amendment with such other changes that do not adversely affect the Loan Parties
(it being understood that the entry into the Fourth Supplemental Indenture
shall not (i) alter the economic terms of the 2003 Indenture or the 2003
Notes (except with respect to the Consent Fee (as defined in the Settlement
Agreement) or (ii) cause the 2003 Indenture to contain terms or conditions
more restrictive on the Loan Parties than the 2006 Senior Indenture).


 


“Settlement
Agreement” means that certain Settlement Agreement, dated as of July 15,
2008, by and among GGC, the Subsidiaries of GGC party thereto, Sandelman
Partners, LP, Sandelman Partners Multi-Strategy Master Fund, Ltd. and Sandelman
Partners Opportunity Master Fund L.P., as in effect on the date hereof.


 


(b)                                 The
definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:


 


“Applicable Rate” means:


 


(i)                                     at
all times prior to October 1, 2008, (a) with respect to the Revolving
Loans that are Base Rate Loans, Eurodollar Rate Loans or Bankers’ Acceptance
Advances, Letters of Credit and Commitment Fees, the following percentages per
annum, based upon the Consolidated Adjusted Leverage Ratio as set forth in the
most recent Compliance Certificate received by the Domestic Administrative
Agent pursuant to Section 7.02(b):


 


	
  Pricing

  Tier

  	
   

  	
  Consolidated Adjusted

  Leverage Ratio

  	
   

  	
  Commitment

  Fees

  	
   

  	
  Eurodollar

  Rate Loans

  and Letter

  of Credit

  Fee

  	
   

  	
  Bankers

  Acceptance

  Advances

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  1

  	
   

  	
  > 5.00:1.00

  	
   

  	
  0.50

  	
  %

  	
  2.50

  	
  %

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  2

  	
   

  	
  > 4.50:1.0 < 5.00:1.00

  	
   

  	
  0.50

  	
  %

  	
  2.375

  	
  %

  	
  2.375

  	
  %

  	
  1.375

  	
  %

  
	
  3

  	
   

  	
  > 4.00:1.0 < 4.50:1.00

  	
   

  	
  0.50

  	
  %

  	
  2.00

  	
  %

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  
	
  4

  	
   

  	
  > 3.50:1.0 < 4.00:1.00

  	
   

  	
  0.375

  	
  %

  	
  1.75

  	
  %

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  
	
  5

  	
   

  	
  > 3.00:1.0 < 3.50:1.00

  	
   

  	
  0.375

  	
  %

  	
  1.50

  	
  %

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  
	
  6

  	
   

  	
  > 2.50:1.0 < 3.00:1.00

  	
   

  	
  0.375

  	
  %

  	
  1.25

  	
  %

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  
	
  7

  	
   

  	
  < 2.50:1.00

  	
   

  	
  0.375

  	
  %

  	
  1.00

  	
  %

  	
  1.00

  	
  %

  	
  0.00

  	
  %

  



 


and (b) with
respect to the Term Loan, the following percentages per annum, based upon the
Consolidated Adjusted Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Domestic Administrative Agent pursuant to Section 7.02(b):


 




	
  Pricing

  Tier

  	
   

  	
  Consolidated Adjusted

  Leverage Ratio

  	
   

  	
  Term Loan Eurodollar

  Rate Loans

  	
   

  	
  Term Loan Base Rate

  Loans

  	
   

  
	
  1

  	
   

  	
  > 5.00:1.00

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  2

  	
   

  	
  > 3.50:1.0 < 5.00:1.00

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  
	
  3

  	
   

  	
  < 3.50:1.00

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  






 


2

















 


and


 


(ii)                                  during
the period beginning on October 1, 2008 and ending on December 31,
2008, with respect to all Loans (including, for the avoidance of doubt,
Revolving Loans and the Term Loan), Bankers’ Acceptance Advances and Letters of
Credit and Commitment Fees, the following percentages per annum,


 




	
  Commitment

  Fees

  	
   

  	
  Eurodollar Rate Loans and

  Letter of Credit Fee

  	
   

  	
  Bankers Acceptance

  Advances

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  0.50%

  	
   

  	
  5.00

  	
  %

  	
  5.00

  	
  %

  	
  4.00

  	
  %

  






 


and


 


(iii)                               thereafter,
with respect to all Loans (including, for the avoidance of doubt, Revolving
Loans and the Term Loan), Bankers’ Acceptance Advances and Letters of Credit
and Commitment Fees, the following percentages per annum,


 




	
  Commitment

  Fees

  	
   

  	
  Eurodollar Rate Loans and

  Letter of Credit Fee

  	
   

  	
  Bankers Acceptance

  Advances

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  0.50%

  	
   

  	
  5.50

  	
  %

  	
  5.50

  	
  %

  	
  4.50

  	
  %

  






 


Any increase
or decrease in the Applicable Rate resulting from a change in the Consolidated
Adjusted Leverage Ratio for any period prior to October 1, 2008 shall become
effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 7.02(b); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Tier 1 with respect to both pricing
grids shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered and shall continue
to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(b),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated Adjusted Leverage Ratio contained in such Compliance
Certificate. Notwithstanding the foregoing, (i) the Applicable Rate for
Revolving Loans, Bankers’ Acceptance Advances, Letters of Credit and Commitment
Fees in effect from the Third Amendment Effective Date through the first
Business Day immediately following the date a Compliance Certificate is
required to be delivered pursuant to Section 7.02(b) for the
fiscal quarter ending March 31, 2007 shall be determined based upon
Pricing Tier 1 in the first pricing grid and (ii) the Applicable Rate for
the Term Loan in effect from the Third Amendment Effective Date through the
first Business Day immediately following the date a Compliance Certificate is
required to be delivered pursuant to Section 7.02(b) for the
fiscal quarter ending March 31, 2007 shall be determined based upon
Pricing Tier 1 in the second pricing grid.


 


(c)                                  The
definition of “Consolidated EBITDA” in Section 1.01 of the Credit
Agreement is hereby amended by (x) replacing “and” with “,” at the end of
clause (b)(iv), (y) 


 


3

















 


replacing “.” with “and”
at the end of clause (b)(v) and (iii) inserting a new clause (b)(vi) as
follows:


 


“(vi)                        for the
fiscal quarters ended September 30, 2008 and December 31, 2008 only,
cash restructuring charges and expenses in an aggregate amount not to exceed
$12,000,000.”


 


(d)                                 The
definition of “Domestic Letter of Credit Sublimit” in Section 1.01 of the
Credit Agreement is hereby amended by replacing “US$125,000,000” with “US$150,000,000”.


 


(e)                                  The
definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is
hereby amended by adding the following new last sentence:


 


“Notwithstanding
the foregoing, beginning on October 1, 2008 the Eurodollar Rate for any
Interest Period shall not be less than 3.00%.”


 


(f)                                    The
definition of “Excluded Domestic Property” in Section 1.01 of the Credit
Agreement is hereby amended by (i) replacing “and” with “,” at the end of
clause (j), (ii) replacing “.” with “and” at the end of clause (k) and
(iii) inserting a new clause (l) as follows:


 


“(l)                               any
real property of Royal Mouldings Limited, a Nevada corporation which is located
in Virginia and Tennessee.”


 


(g)                                 Section 2.05(b)(ii)(A) of
the Credit Agreement is hereby amended by replacing “$10,000,000” with “$5,000,000”.


 


(h)                                 Section 2.09
of the Credit Agreement is hereby amended by adding a new clause (c), as
follows:


 


(c)                                  If
the Commitments have not been terminated and all Loans and Obligations (other
than any contingent indemnification obligations or any L/C Obligations which
have been cash collateralized or otherwise secured to the satisfaction of the
applicable L/C Issuer) satisfied by December 31, 2008, GGC shall pay to
the Domestic Administrative Agent, on January 6, 2009, for the account of
each Person that is a Lender on December 31, 2008, a fee in an amount
equal to 0.50% of the aggregate amount of each such Lender’s (A) Canadian
Revolving Commitment, (B) Canadian Swing Line Commitment, (C) Domestic
Revolving Commitment and (D) portion of the Term Loan outstanding, such
aggregate amounts in each case as of December 31, 2008 (it being
understood that the fees payable pursuant to this Section 2.09(c) are
in addition to the fees payable pursuant to the Fourth Amendment).


 


(i)                                     Section 2.14
of the Credit Agreement is hereby deleted in its entirety.


 


(j)                                     Section 7.12
of the Credit Agreement is hereby amended by adding a new paragraph to the end
thereof, as follows:


 


“Notwithstanding
the foregoing, within 10 Business Days after the Fourth Amendment Effective
Date (or such longer period as the Administrative Agents shall 


 


4

















 


agree in their reasonable discretion), GGC shall cause Royal Mouldings
Limited, a Nevada corporation to (A) become a Domestic Guarantor by
executing and delivering to the Domestic Administrative Agent a Joinder
Agreement or such other documents as the Domestic Administrative Agent shall
deem appropriate for such purpose, and (B) deliver to the Domestic
Administrative Agent and Domestic Collateral Agent documents of the types
referred to in Sections 5.01(e) and (f) and favorable opinions of
counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in
clause (A) above), all in form, content and scope reasonably satisfactory
to the Domestic Administrative Agent and Domestic Collateral Agent.”


 


(k)                                  A
new Section 7.18 of the Credit Agreement is hereby added, as follows:


 


7.18                        Financial
Advisor.


 


On or before September 30,
2008, retain a financial advisory firm of national standing reasonably
satisfactory to the Administrative Agents to assist the Loan Parties in their
operational restructuring efforts, with the scope of work reasonably
satisfactory to the Administrative Agents.


 


(l)                                     Section 8.04
of the Credit Agreement is hereby amended by (i) replacing “and” with “,”
at the end of clause (f), (ii) replacing “.” with “and” at the end of
clause (g) and (iii) inserting a new clause (h) as follows:


 


“(h)                           any
Subsidiary may dissolve or liquidate (each as “Dissolving Subsidiary”)
so long as substantially simultaneously therewith the assets of such Dissolving
Subsidiary are Disposed or otherwise transferred (x) in the case of a
Dissolving Subsidiary that is a Domestic Subsidiary, to a Domestic Loan Party, (y) in
the case of a Dissolving Subsidiary that is organized under the laws of Canada,
to a Canadian Loan Party or (z) otherwise, to any Loan Party.”


 


(m)                               Section 8.06(e) of
the Credit Agreement is hereby amended by replacing “$50,000,000” with “$25,000,000”.


 


(n)                                 Section 8.11
of the Credit Agreement is hereby amended to read as follows:


 


8.11                        Financial
Covenants.


 


(a)                                  Consolidated
Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of GGC
to be less than the ratio set forth opposite such fiscal quarter below:


 




	
  Fiscal
  Quarter Ending

  	
   

  	
  Consolidated
  Interest

  Coverage Ratio

  	
   

  
	
  March 31, 2007

  	
   

  	
  1.50:1.0

  	
   

  
	
  June 30, 2007

  	
   

  	
  1.50:1.0

  	
   

  
	
  September 30, 2007

  	
   

  	
  1.50:1.0

  	
   

  
	
  December 31, 2007

  	
   

  	
  1.75:1.0

  	
   

  






 


5

















 




	
  Fiscal
  Quarter Ending

  	
   

  	
  Consolidated
  Interest

  Coverage Ratio

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.75:1.0

  	
   

  
	
  June 30, 2008

  	
   

  	
  2.00:1.0

  	
   

  
	
  September 30, 2008

  	
   

  	
  1.70:1.0

  	
   

  
	
  December 31, 2008

  	
   

  	
  1.50:1.0

  	
   

  
	
  March 31, 2009

  	
   

  	
  1.45:1.0

  	
   

  
	
  June 30, 2009

  	
   

  	
  2.50:1.0

  	
   

  
	
  September 30, 2009

  	
   

  	
  2.75:1.0

  	
   

  
	
  December 31, 2009 and thereafter

  	
   

  	
  3.00:1.0

  	
   

  






 


(b)                                 Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio as of the end of any fiscal quarter of GGC to be
greater than the ratio set forth opposite such fiscal quarter below:


 




	
  Fiscal
  Quarter Ending

  	
   

  	
  Consolidated
  Leverage

  Ratio

  	
   

  
	
  March 31, 2007

  	
   

  	
  6.50:1.0

  	
   

  
	
  June 30, 2007

  	
   

  	
  8.50:1.0

  	
   

  
	
  September 30, 2007

  	
   

  	
  8.25:1.0

  	
   

  
	
  December 31, 2007

  	
   

  	
  7.00:1.0

  	
   

  
	
  March 31, 2008

  	
   

  	
  6.25:1.0

  	
   

  
	
  June 30, 2008

  	
   

  	
  6.25:1.0

  	
   

  
	
  September 30, 2008

  	
   

  	
  7.20:1.0

  	
   

  
	
  December 31, 2008

  	
   

  	
  7.75:1.0

  	
   

  
	
  March 31, 2009

  	
   

  	
  8.00:1.0

  	
   

  
	
  June 30, 2009

  	
   

  	
  4.25:1.0

  	
   

  
	
  September 30, 2009

  	
   

  	
  4.00:1.0

  	
   

  
	
  December 31, 2009

  	
   

  	
  3.75:1.0

  	
   

  
	
  March 31, 2010 and thereafter

  	
   

  	
  3.50:1.0

  	
   

  






 


(o)                                 Section 8.12(a) of
the Credit Agreement is hereby amended by inserting the following proviso to
the end thereof:


 


“provided,
that nothing in this Section 8.12(a) shall prohibit GGC or any of its
Subsidiaries from amending or modifying the terms of the 2003 Indenture or the
2003 Senior Notes by entering into the Fourth Supplemental Indenture or from
paying the Consent Fee (as defined in and as contemplated by the Settlement
Agreement) to holders of the 2003 Notes, in an aggregate amount not to exceed
$1,500,000.”


 


(p)                                 Section 8.12(b) of
the Credit Agreement is hereby amended by inserting the following proviso to
the end thereof:


 


“provided,
that nothing in this Section 8.12(b) shall prohibit GGC or any of its
Subsidiaries from paying the Consent Fee (as defined in and as contemplated by
the Settlement Agreement) to 


 


6

















 


holders of the
2003 Notes, in an aggregate amount not to exceed $1,500,000 or from entering
into the Fourth Supplemental Indenture.”


 


(q)                                 Section 8.14
of the Credit Agreement is hereby amended by replacing “$10,000,000” with “$60,000,000”.


 


(r)                                    Section 8.15
of the Credit Agreement is hereby amended to read as follows:


 


8.15                        Capital
Expenditures.


 


(a)                                  Permit
Consolidated Capital Expenditures during any fiscal year to exceed an amount
equal to the amount set forth opposite such fiscal year below:


 


	
  Fiscal Year

  	
   

  	
  Consolidated Capital

  Expenditures

  	
   

  
	
  2007

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
  2008

  	
   

  	
  $

  	
  65,000,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  65,000,000

  	
   

  
	
  2010 and
  thereafter

  	
   

  	
  $

  	
  135,000,000

  	
   

  



 


(b)                                 Permit
Consolidated Capital Expenditures during any fiscal quarter set forth below to
exceed an amount equal to the amount set forth opposite such fiscal quarter
below:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Consolidated Capital

  Expenditures

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  17,625,000

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  15,625,000

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  19,250,000

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  21,250,000

  	
   

  



 


; provided, however, that so long as
no Default has occurred and is continuing or would result from such
expenditure, any portion of any amount set forth in the table above in this
clause (b), if not expended in the fiscal quarter for which it is permitted
above, may be carried over for expenditure in the next following fiscal quarter
(any such carried over amount, an “Unused Capex Amount”); and provided,
further, that any Unused Capex Amount (x) shall be deemed used
before the amount set forth in the table above opposite such next following
fiscal quarter has been used and (y) shall not be carried
over into any subsequent fiscal quarters.


 


Section 2.                                            Conditions
Precedent.  This Amendment shall be
effective upon satisfaction of the following conditions precedent (the date on
which such conditions have been satisfied, the “Amendment Effective Date”):


 


7

















 


(a)                                  Receipt
by the Domestic Administrative Agent of counterparts of this Amendment duly
executed by the Borrowers, the Guarantors, the Required Lenders, the Required
Domestic Revolving Lenders, the Required Canadian Revolving Lenders, each
Domestic L/C Issuer and Bank of America, N.A., as Administrative Agent;


 


(b)                                 Receipt
by the Domestic Administrative Agent (i) for the account of (x) each
Lender who executes this Amendment on or prior to the date on which it becomes
effective and (y) each other Lender that has not been given the
opportunity to access this Amendment and consent thereto (each of the Lenders
described in the foregoing clauses (x) and (y) a “Consenting
Lender”), a fee equal to 0.50% of the aggregate amount of each such
Consenting Lender’s (A) Canadian Revolving Commitment, (B) Canadian
Swing Line Commitment, (C) Domestic Revolving Commitment and (D) portion
of the Term Loan outstanding and (ii) any fees and expenses of the
Administrative Agents (including reasonable attorneys’ fees of the
Administrative Agents);


 


(c)                                  Receipt
by BAS of all fees, expenses and other amounts that have become due and payable
to BAS, in its capacity as arranger of the Amendment, on or prior to the
Amendment Effective Date pursuant to that certain letter agreement dated as of August 15,
2008 between GGC and BAS; and


 


(d)                                 Receipt
by any Administrative Agent of such other documents, instruments, agreements
and information as reasonably requested by such Administrative Agent.


 


Section 3.                                            Miscellaneous.


 


(a)                                  The
Credit Agreement, and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in
full force and effect according to their terms.


 


(b)                                 Each
Guarantor (a) acknowledges and consents to all of the terms and conditions
of this Amendment, (b) affirms all of its obligations under the Loan
Documents and (c) agrees that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge its obligations under
the Credit Agreement or the Loan Documents.


 


(c)                                  The
Borrowers and the Guarantors hereby represent and warrant as follows:


 


(i)                                     Each
Loan Party has taken all necessary action to authorize the execution, delivery
and performance of this Amendment.


 


(ii)                                  This
Amendment has been duly executed and delivered by the Loan Parties and constitutes
each of the Loan Parties’ legal, valid and binding obligations, enforceable in
accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws and general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


 


(iii)                               No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in 


 


8

















 


connection with the execution, delivery or performance
by any Loan Party of this Amendment.


 


(d)                                 The
Loan Parties represent and warrant to the Lenders that (i) the
representations and warranties of the Loan Parties set forth in Article VI
of the Credit Agreement and in each other Loan Document are true and correct in
all material respects as of the date hereof and will be true and correct in all
material respects as of the Amendment Effective Date with the same effect as if
made on and as of such dates, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event
has occurred and is continuing which constitutes a Default or an Event of
Default.


 


(e)                                  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of this
Amendment by telecopy shall be effective as an original and shall constitute a
representation that an executed original shall be delivered.


 


(f)                                    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[remainder of page intentionally
left blank]


 


9

















 


Each of the
parties hereto has caused a counterpart of this Amendment to be duly executed
and delivered as of the date first above written.


 


	
  BORROWERS:

  	
  GEORGIA
  GULF CORPORATION,

  
	
   

  	
  a Delaware corporation, as
  a Borrower and, with 

  respect to the Canadian Obligations, as a 

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Berman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL
  GROUP, INC. (formerly known as 

  ROYAL GROUP TECHNOLOGIES 

  LIMITED), a
  Canadian federal corporation, as a 

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Berman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DOMESTIC
  GUARANTORS:

  	
  GEORGIA
  GULF CHEMICALS & VINYLS,

  LLC, a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEORGIA
  GULF LAKE CHARLES, LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President & Secretary

  



 














 


	
   

  	
  GREAT RIVER OIL & GAS 

  CORPORATION,
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROME DELAWARE CORP., a Delaware 

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL PLASTICS GROUP (U.S.A.) 

  LIMITED, a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLASTIC TRENDS, INC., a Michigan 

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL OUTDOOR PRODUCTS, INC., an 

  Indiana corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  



 

















 


	
   

  	
  ROYAL WINDOW AND DOOR PROFILES 

  PLANT 12 INC.,
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL WINDOW AND DOOR PROFILES 

  PLANT 13 INC.,
  a Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL WINDOW AND DOOR PROFILES 

  PLANT 14 INC.,
  a Washington corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL WINDOW COVERINGS (USA) L.P., 

  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: NOVO MANAGEMENT, INC.,

  
	
   

  	
  a Nevada corporation, its
  Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CANADIAN GUARANTORS:

  	
  ROME ACQUISITION HOLDING CORP.,

  
	
   

  	
  a Nova Scotia unlimited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  



 

















 


	
   

  	
  6632149 CANADA INC.,

  
	
   

  	
  a Canadian federal
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
   

  	
  Name: Joel I. Beerman

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DOMESTIC ADMINISTRATIVE 

  AGENT: 

  	
  BANK OF AMERICA, N.A.,  

  as Domestic Administrative Agent and Domestic 

  Collateral Agent 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin M. Behan

  
	
   

  	
   

  	
  Name: Kevin
  M. Behan

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANADIAN ADMINISTRATIVE 

  AGENT: 

  	
  BANK OF AMERICA, N.A.,  

  acting through its Canada branch, as Canadian 

  Administrative Agent and Canadian Collateral 

  Agent 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina Sales de
  Andrade

  
	
   

  	
   

  	
  Name: Medina
  Sales de Andrade

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
  as a
  Canadian Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David W. Stack

  
	
   

  	
   

  	
  Name: David
  W. Stack

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Parker H. Douglas

  
	
   

  	
   

  	
  Name: Parker
  H. Douglas

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  



 

















 


	
  LENDERS AND L/C ISSUERS:

  	
  AIG ANNUITY INSURANCE COMPANY

  
	
   

  	
  By: AIG
  Global Investment Corp.,

  
	
   

  	
  Its Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  
	
   

  	
   

  	
  Name: W.
  Jeffrey Baxter

  
	
   

  	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY V CLO, LTD.

  
	
   

  	
  By: AIG
  Global Investment Corp.,

  
	
   

  	
  Its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  
	
   

  	
   

  	
  Name: W.
  Jeffrey Baxter

  
	
   

  	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY IV CLO, LTD.

  
	
   

  	
  By: AIG
  Global Investment Corp.,

  
	
   

  	
  Its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  
	
   

  	
   

  	
  Name: W.
  Jeffrey Baxter

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALAXY X CLO, LTD.

  
	
   

  	
  By: AIG
  Global Investment Corp.,

  
	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  
	
   

  	
   

  	
  Name: W. Jeffrey
  Baxter

  
	
   

  	
   

  	
  Title:   Managing
  Director

  



 

















 


	
  LENDERS AND L/C ISSUERS:

  	
  AMMC CLO III, LIMITED

  
	
   

  	
  By: 

  	
  American
  Money Management Corp.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  as a Lender
  and a Domestic L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  
	
   

  	
   

  	
  Name: Chester M. Eng

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  AMMC CLO IV, LIMITED

  
	
   

  	
  By:

  	
  American
  Money Management Corp.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  as a Lender
  and a Domestic L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  
	
   

  	
   

  	
  Name: Chester M. Eng

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  AMMC CLO VI, LIMITED

  
	
   

  	
  By:

  	
  American
  Money Management Corp.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  as a Lender
  and a Domestic L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  
	
   

  	
   

  	
  Name: Chester M. Eng

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  AMMC VII, LIMITED

  
	
   

  	
  By:

  	
  American
  Money Management Corp.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  as a Lender
  and a Domestic L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  
	
   

  	
   

  	
  Name: Chester M. Eng

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
				



 

















 


	
  LENDERS AND L/C ISSUERS:

  	
  AMMC VIII, LIMITED

  
	
   

  	
  By: 

  	
  American Money
  Management Corp.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender
  and a Domestic L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  
	
   

  	
   

  	
  Name: Chester M. Eng

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  BABSON CLO LTD. 2004-I

  
	
   

  	
  BABSON
  CLO LTD. 2005-I

  
	
   

  	
  BABSON
  CLO LTD. 2005-II

  
	
   

  	
  BABSON
  CLO LTD. 2005-III

  
	
   

  	
  BABSON
  CLO LTD. 2006-II

  
	
   

  	
  BABSON
  CLO LTD. 2007-I

  
	
   

  	
  SAPPHIRE
  VALLEY CDO I, LTD.

  
	
   

  	
  SUFFIELD
  CLO LIMITED

  
	
   

  	
  as Lenders

  
	
   

  	
  By: 

  	
  Babson
  Capital Management LLC as 

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Geoffrey Takacs

  
	
   

  	
   

  	
  Name: Geoffrey Takacs

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAPLEWOOD (CAYMAN) LIMITED

  
	
   

  	
  as a Lender

  
	
   

  	
  By: 

  	
  Babson
  Capital Management LLC as 

  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Geoffrey Takacs

  
	
   

  	
   

  	
  Name: Geoffrey Takacs

  
	
   

  	
   

  	
  Title:   Director

  
					



 

















 


	
   

  	
  JFIN CLO 2007 LTD.

  
	
   

  	
  as a Lender

  
	
   

  	
  By: 

  	
  Jefferies
  Finance LLC as Collateral 

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Thompson

  
	
   

  	
   

  	
  Name: Paul Thompson

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BACCHUS (US) 2006-1 LTD

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Snyder

  
	
   

  	
   

  	
  Name: David Snyder

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  as a Lender, a Domestic
  L/C Issuer and a Canadian 

  LC Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin M. Behan

  
	
   

  	
   

  	
  Name: Kevin M. Behan

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Roof

  
	
   

  	
   

  	
  Name: Michael Roof

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  acting through its Canada
  branch, as Canadian 

  Lender and Canadian L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina Sales de
  Andrade

  
	
   

  	
   

  	
  Name: Medina Sales de
  Andrade

  
	
   

  	
   

  	
  Title:   Vice President

  
				



 

















 


	
  LENDERS AND L/C ISSUERS:

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  as a Lender and a Canadian
  L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David G. Mills

  
	
   

  	
   

  	
  Name: David G. Mills

  
	
   

  	
   

  	
  Title:   Director and Head of Energy Execution

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ 

  TRUST COMPANY

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Noda

  
	
   

  	
   

  	
  Name: David Noda

  
	
   

  	
   

  	
  Title:   Vice President & Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK, PLC

  
	
   

  	
  as a Domestic Revolver and
  Term Loan Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Incognito

  
	
   

  	
   

  	
  Name: James Incognito

  
	
   

  	
   

  	
  Title:   Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRAYSTON CLO II 2004-1 LTD.

  
	
   

  	
  By:

  	
  Bear Stearns
  Asset Management, Inc.

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
   

  	
   

  	
  Name: Justin Driscoll

  
	
   

  	
   

  	
  Title:   Senior Managing Director

  
				



 

















 


	
   

  	
  GALLATIN FUNDING I LTD.

  
	
   

  	
  By: 

  	
  Bear Stearns
  Asset Management Inc.

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
   

  	
   

  	
  Name: Justin Driscoll

  
	
   

  	
   

  	
  Title:   Senior Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALLATIN CLO II 2005-1 LTD.

  
	
   

  	
  By: 

  	
  Bear Stearns
  Asset Management Inc.

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
   

  	
   

  	
  Name: Justin Driscoll

  
	
   

  	
   

  	
  Title:   Senior Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALLATIN CLO III 2007-1 LTD.

  
	
   

  	
  As Assignee

  
	
   

  	
  By: 

  	
  Bear Stearns
  Asset Management, Inc.

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
   

  	
   

  	
  Name: Justin Driscoll

  
	
   

  	
   

  	
  Title:   Senior Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Blessing

  
	
   

  	
   

  	
  Name: Brian Blessing

  
	
   

  	
   

  	
  Title:   Attorney-In-Fact

  
				



 

















 


	
   

  	
  CONGRESSIONAL FUNDING, LLC

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth Heisler

  
	
   

  	
   

  	
  Name: Elizabeth
  Heisler

  
	
   

  	
   

  	
  Title:   As Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENIOR DEBT PORTFOLIO

  
	
   

  	
  By: 

  	
  Boston
  Management and Research

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR INCOME TRUST

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE INSTITUTIONAL SENIOR 

  LOAN FUND

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice President

  
				



 














 


	
   

  	
  EATON VANCE CDO VII PLC

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Interim Investment
  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE CDO VIII, LTD.

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE CDO IX LTD.

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE CDO X PLC

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
				



 

















 


	
   

  	
  GRAYSON & CO

  
	
   

  	
  By: 

  	
  Boston
  Management and Research

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE VT FLOATING-RATE 

  INCOME FUND

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE LIMITED DURATION 

  INCOME FUND

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR

  
	
   

  	
  FLOATING-RATE
  TRUST

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
				



 

















 


	
   

  	
  EATON VANCE FLOATING-RATE INCOME 

  TRUST

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SHORT DURATION

  
	
   

  	
  DIVERSIFIED
  INCOME FUND

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE VARIABLE LEVERAGE 

  FUND LTD.

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE LOAN OPPORTUNITIES 

  FUND, LTD.

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
				



 

















 


	
   

  	
  EATON VANCE MEDALLION

  
	
   

  	
  FLOATING-RATE
  INCOME PORTFOLIO

  
	
   

  	
  By: 

  	
  Eaton Vance
  Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig P. Russ

  
	
   

  	
   

  	
  Name: Craig P. Russ

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  THE ASSETS MANAGEMENT 

  COMMITTEE OF THE COCA-COLA 

  COMPANY MASTER RETIREMENT 

  TRUST, BY FRAMES GLOBAL ADVISORS 

  TRUST COMPANY, AS INVESTMENT 

  MANAGER UNDER POWER OF 

  ATTORNEY

  
	
   

  	
   

  
	
   

  	
  as a Lender
  (Term Loan)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Carroll

  
	
   

  	
   

  	
  Name: James Carroll

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  PYRAMIS HIGH YIELD FUND, LLC

  
	
   

  	
  BY:
  PYRAMIS GLOBAL ADVISORS TRUST 

  COMPANY, AS INVESTMENT MANAGER 

  UNDER POWER OF ATTORNEY

  
	
   

  	
   

  
	
   

  	
  as a Lender
  (Term Loan)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Carroll

  
	
   

  	
   

  	
  Name: James Carroll

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
				



 

















 


	
  LENDERS AND L/C ISSUERS:

  	
  ARIZONA STATE RETIREMENT SYSTEM,

  
	
   

  	
  BY:
  PYRAMIS GLOBAL ADVISORS TRUST 

  COMPANY, AS INVESTMENT MANAGER 

  UNDER POWER OF ATTORNEY

  
	
   

  	
   

  
	
   

  	
  as a Lender
  (Term Loan)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Carroll

  
	
   

  	
   

  	
  Name: James Carroll

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  FIDELITY CENTRAL INVESTMENT 

  PORTFOLIOS LLC: FIDELITY HIGH 

  INCOME CENTRAL FUND 2

  
	
   

  	
   

  
	
   

  	
  as a Lender
  (Term Loan)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter L. Lydecker

  
	
   

  	
   

  	
  Name: Peter L.
  Lydecker

  
	
   

  	
   

  	
  Title:   Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  FIDELITY ADVISOR SERIES I: FIDELITY 

  ADVISOR FLOATING RATE HIGH 

  INCOME FUND

  
	
   

  	
   

  
	
   

  	
  as a Lender
  (Term Loan)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter L. Lydecker

  
	
   

  	
   

  	
  Name: Peter L.
  Lydecker

  
	
   

  	
   

  	
  Title:   Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  FIDELITY SUMMER STREET TRUST: 

  FIDELITY HIGH INCOME FUND

  
	
   

  	
   

  
	
   

  	
  as a Lender
  (Term Loan)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter L. Lydecker

  
	
   

  	
   

  	
  Name: Peter L.
  Lydecker

  
	
   

  	
   

  	
  Title:   Assistant
  Treasurer

  



 

















 


	
   

  	
  FORTRESS CREDIT INVESTMENTS I LTD.

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn P. Cummins

  
	
   

  	
   

  	
  Name: Glenn P.
  Cummins

  
	
   

  	
   

  	
  Title:   Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  as a Term
  Loan Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert E. Kelly

  
	
   

  	
   

  	
  Name: Robert E. Kelly

  
	
   

  	
   

  	
  Title:   Duly
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
  GOLDMAN SACHS CREDIT PARTNERS 

  L.P., as a
  Domestic Revolving Lender and a Term 

  Loan Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Caditz

  
	
   

  	
   

  	
  Name: Andrew Caditz

  
	
   

  	
   

  	
  Title:   Authorized
  Signatory

  



 

















 


	
   

  	
   

  	
  GULF STREAM ASSET MANAGEMENT

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
  GULF
  STREAM-SEXTANT CLO 2006-I 

  	
   

  	
  GULF
  STREAM-RASHINBAN CLO 2006-I LTD

  
	
  LTD

  	
   

  	
  By: 

  	
  Gulf Stream
  Asset Management LLC

  
	
  By: 

  	
  Gulf Stream
  Asset Management LLC

  	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
  As Collateral Manager

  	
   

  	
   

  	
  (Sumitomo Deal)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GULF
  STREAM-SEXTANT CLO 2007-I 

  	
   

  	
  GULF
  STREAM-COMPASS CLO 2006-I LTD

  
	
  LTD

  	
   

  	
  By: 

  	
  Gulf Stream
  Asset Management LLC

  
	
  By: 

  	
  Gulf Stream
  Asset Management LLC

  	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
  As Collateral Manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Barry Love

  
	
   

  	
   

  	
   

  	
  Name: Barry Love

  
	
   

  	
   

  	
   

  	
  Title:   Chief Credit
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tara E. Kenny

  
	
   

  	
   

  	
   

  	
  Name: Tara E. Kenny

  
	
   

  	
   

  	
   

  	
  Title:   Assistant
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
  as a Lender and Domestic
  L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stacey Haimes

  
	
   

  	
   

  	
   

  	
  Name: Stacey Haimes

  
	
   

  	
   

  	
   

  	
  Title:   Executive
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
   

  	
  JPMORGAN CHASE BANK, N.A., 

  TORONTO BRANCH

  
	
   

  	
   

  	
  as a Canadian Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Muhammad Hasan

  
	
   

  	
   

  	
   

  	
  Name: Muhammad Hasan

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
						



 

















 


	
   

  	
   

  	
  J. P. MORGAN WHITEFRIARS INC.,

  
	
   

  	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Virginia R. Conway

  
	
   

  	
   

  	
   

  	
  Name: Virginia R.
  Conway

  
	
   

  	
   

  	
   

  	
  Title:   Attorney-In-Fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LAKE CLARK SPIRE & LOAN TRUST

  
	
   

  	
   

  	
  By: 

  	
  Wilmington
  Trust Company not in its 

  individual capacity but solely as trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a Term
  Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Yvette L. Howell

  
	
   

  	
   

  	
   

  	
  Name: Yvette L.
  Howell

  
	
   

  	
   

  	
   

  	
  Title:   Financial
  Services Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LASALLE BANK NATIONAL 

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin M. Behan

  
	
   

  	
   

  	
   

  	
  Name: Kevin M. Behan

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LENDERS AND L/C ISSUERS:

  	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  	
  as a Lender and a Domestic
  Revolving Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Randall Braunfeld

  
	
   

  	
   

  	
   

  	
  Name: Randall
  Braunfeld

  
	
   

  	
   

  	
   

  	
  Title:   Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LONG LANE MASTER TRUST IV

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tara E. Kenny

  
	
   

  	
   

  	
   

  	
  Name: Tara E. Kenny

  
	
   

  	
   

  	
   

  	
  Title:   Authorized
  Agent

  
					



 

















 


	
   

  	
   

  	
  MALIBU CBNA LOAN FUNDING LLC, for

  itself or as agent for Malibu CFPI Loan Funding 

  LLC

  
	
   

  	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Valerie Opperman

  
	
   

  	
   

  	
   

  	
  Name: Valerie
  Opperman

  
	
   

  	
   

  	
   

  	
  Title:   Attorney-In-Fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORGAN STANLEY SENIOR FUNDING, 

  INC.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Janine Haas

  
	
   

  	
   

  	
   

  	
  Name: Janine Haas

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERRILL LYNCH CAPITAL CANADA INC.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eric P. Giroux

  
	
   

  	
   

  	
   

  	
  Name: Eric P. Giroux

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MIZUHO CORPORATE BANK, LTD

  
	
   

  	
   

  	
  as a Domestic Revolving
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Hidekatsu Take

  
	
   

  	
   

  	
   

  	
  Name: Hidekatsu Take

  
	
   

  	
   

  	
   

  	
  Title:   Deputy
  General Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAVIGARE FUNDING I CLO LTD

  
	
   

  	
   

  	
  By:

  	
  Navigare Partners LLC

  
	
   

  	
   

  	
   

  	
  its collateral manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joel G. Serebransky

  
	
   

  	
   

  	
   

  	
  Name: Joel G. Serebransky

  
	
   

  	
   

  	
   

  	
  Title:   Managing
  Director

  
					



 

















 


	
   

  	
   

  	
  NAVIGARE FUNDING II CLO LTD

  
	
   

  	
   

  	
  By:

  	
  Navigare Partners LLC

  
	
   

  	
   

  	
   

  	
  as collateral manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joel G. Serebransky

  
	
   

  	
   

  	
   

  	
  Name: Joel G.
  Serebransky

  
	
   

  	
   

  	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAVIGARE FUNDING III CLO LTD

  
	
   

  	
   

  	
  By:  

  	
  Navigare Partners LLC

  
	
   

  	
   

  	
   

  	
  as collateral manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joel G. Serebransky

  
	
   

  	
   

  	
   

  	
  Name: Joel G.
  Serebransky

  
	
   

  	
   

  	
   

  	
  Title:   Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTHERN TRUST

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Olga Georgiev

  
	
   

  	
   

  	
   

  	
  Name: Olga Georgiev

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FAIRWAY LOAN FUNDING COMPANY,

  
	
   

  	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  	
  By:  

  	
  Pacific Investment
  Management Company, 

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
   

  	
  Name: Arthur Y. D.
  Ong

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LOAN FUNDING III LLC,

  
	
   

  	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  	
  By:  

  	
  Pacific Investment
  Management Company, 

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
   

  	
  Name: Arthur Y. D.
  Ong

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice
  President

  
					



 














 


	
   

  	
  MAYPORT CLO LTD.,

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
  By:  

  	
  Pacific Investment
  Management Company,

  LLC, as its Investment
  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
  Name:  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PIMCO FLOATING RATE STRATEGY

  FUND,

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company,

  LLC, as its Investment Advisor, acting

  through Investors Fiduciary Trust Company in

  the Nominee Name of IFTCO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
  Name:  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:    Senior Vice President

  
	
   

  	
   

  
				



 


	
   

  	
  PORTOLA CLO, LTD.,

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company,

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
  Name:  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:    Senior Vice President

  
				



 


 


	
   

  	
  SOUTHPORT CLO, LIMITED,

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company,

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
  Name:  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:    Senior Vice President

  
				



 

















 


	
   

  	
  WAVELAND - INGOTS, LTD.,

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
  By:  

  	
  Pacific Investment
  Management Company,

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arthur Y. D. Ong

  
	
   

  	
   

  	
  Name:  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:    Senior Vice President

  
				



 


 


	
   

  	
  SERVICES 2006-1, LTD.

  
	
   

  	
  Term Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  PPM America, Inc., as
  Collateral Manager

  
				



 


 


	
   

  	
  PPM RIVIERA CBNA LOAN FUNDING LLC

  
	
   

  	
  as a Term Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela M. Gwin

  
	
   

  	
   

  	
  Name:  Pamela M. Gwin

  
	
   

  	
   

  	
  Title:    As Attorney-In-Fact

  
				



 


 


	
   

  	
  PPM SHADOW CREEK FUNDING LLC

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tara E. Kenny

  
	
   

  	
   

  	
  Name:  Tara E. Kenny

  
	
   

  	
   

  	
  Title:    Assistant Vice President

  
				



 

















 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Ameriprise
  Certificate Company

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Assistant Vice President

  
				



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  RiverSource
  Bond Series, Inc.

  
	
   

  	
  RiverSource Floating Rate
  Fund

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Assistant Vice President

  
				



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Atlas Loan
  Funding (CENT I) LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource
  Investments, LLC

  
	
   

  	
   

  	
  Attorney-In-Fact

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
				



 

















 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO VI, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
					



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO VII, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
					



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO 8, Limited

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
					



 

















 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO 9, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
				



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Cent CDO 10,
  Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
					



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Cent CDO XI,
  Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
					



 

















 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Cent CDO 12
  Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
				



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Cent CDO 14
  Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
					



 


 


	
   

  	
  Term Loan
  Lender

  
	
   

  	
   

  
	
   

  	
  Cent CDO 15
  Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC as Collateral

  Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:  Robin C. Stancil

  
	
   

  	
   

  	
  Title:    Director of Operations

  
				



 

















 


	
   

  	
  DENARIUS FUNDING LLC as a Term Loan

  Lender

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  The Royal Bank of Scotland
  Plc as

  
	
   

  	
   

  	
  attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Greenwich
  Capital Markets, Inc., its agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Q. Stuebe

  
	
   

  	
   

  	
  Name:  Kevin Q. Stuebe

  
	
   

  	
   

  	
  Title:    Vice President

  
				



 


 


	
   

  	
  DENARIUS FUNDING II LLC as a Term Loan

  Lender

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  The Royal Bank of Scotland
  Plc as

  
	
   

  	
   

  	
  attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Greenwich
  Capital Markets, Inc., its agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Q. Stuebe

  
	
   

  	
   

  	
  Name:  Kevin Q. Stuebe

  
	
   

  	
   

  	
  Title:    Vice President

  
				



 


 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  AVERY POINT CLO. LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 

















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  Castle Hill I - INGOTS, Ltd., as Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  Castle Hill II - INGOTS, Ltd., as Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  Castle Hill III CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  Loan Funding XI LLC, As Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 

















 


	
   

  	
  Chatham
  Light II CLO, Limited by

  
	
   

  	
  Sankaty Advisors, LLC as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Chatham
  Light III CLO, Ltd

  
	
   

  	
  By: 

  	
  Sankaty
  Advisors, LLC

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Katonah III,
  Ltd. by Sankaty Advisors, LLC as

  Sub-Advisors

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Katonah IV,
  Ltd. by Sankaty Advisors, LLC as

  Sub-Advisors

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 

















 


	
   

  	
  Nash Point
  II CLO

  
	
   

  	
  By: 

  	
  Sankaty
  Advisors, LLC

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Nash Point
  III CLO

  
	
   

  	
  By: 

  	
  Sankaty
  Advisors, LLC

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 


 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  Race Point CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant
  Secretary

  
				



 














 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager for

  Race Point II CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant Secretary

  
				



 


	
   

  	
  Race Point
  IV CLO, Ltd

  
	
   

  	
  By: 

  	
  Sankaty
  Advisors, LLC as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
   

  	
   

  	
  Name:  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:    Chief Compliance Officer

  
	
   

  	
   

  	
               Assistant Secretary

  
				



 


 


	
   

  	
  CANNINGTON FUNDING LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Silvermine
  Capital Management LLC

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  	
  As Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  As a Term
  Loan Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aaron A. Meyer

  
	
   

  	
   

  	
  Name:  Aaron A. Meyer

  
	
   

  	
   

  	
  Title:    Principal

  
	
   

  	
   

  	
               Silvermine Capital Management
  LLC

  
				



 

















 


	
   

  	
  COMSTOCK FUNDING LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Silvermine
  Capital Management LLC

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  	
  As Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  As a Term
  Loan Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aaron A. Meyer

  
	
   

  	
   

  	
  Name:  Aaron A. Meyer

  
	
   

  	
   

  	
  Title:    Principal

  
	
   

  	
   

  	
               Silvermine Capital Management
  LLC

  
				



 


 


	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Mark Hedrick

  
	
   

  	
   

  	
  Name:  C. Mark Hedrick

  
	
   

  	
   

  	
  Title:    Managing Director

  
				



 


 


	
   

  	
  WACHOVIA CAPITAL FINANCE

  CORPORATION (CANADA)

  
	
   

  	
  as a Canadian Revolving
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond Eghobamien

  
	
   

  	
   

  	
  Name:  Raymond Eghobamien

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
               Wachovia Capital Finance
  Corporation

  
	
   

  	
   

  	
               (Canada)

  
				



 

















 


EXHIBIT A


 


FOURTH SUPPLEMENTAL INDENTURE


 


This Fourth
Supplemental Indenture, dated as of               
      , 2008 (this “Fourth 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, 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, and that
certain Third Supplemental Indenture, dated as of June 4, 2008, 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
and the Subsidiary Guarantors desire to execute and deliver this Fourth
Supplemental Indenture to, among other things: 
(i) amend Section 6.1 (Events of Default) of the Indenture, (ii) waive
any Defaults and Events of Default, and their consequences, that may exist as
of the date of this Fourth Supplemental Indenture, (iii) amend certain
definitions contained in the Indenture and add certain definitions thereto, and
(iv) make certain additional conforming amendments to the Indenture
(collectively, the “Proposed 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 Proposed Amendments;


 


WHEREAS, Section 9.2
of the Indenture provides that GGC, the Subsidiary Guarantors and the Trustee
may amend the Indenture without notice to any Securityholder but with the
written consent of the Holders of at least a majority in principal amount of
the Securities then outstanding (the “Required Consent”);


 


WHEREAS, GGC
has obtained the Required Consent;


 


WHEREAS, pursuant
to Section 6.4 of the Indenture, subject to certain exceptions, the
Holders of a majority in principal amount of the outstanding Securities, by
written notice to the Trustee, may waive, by their consent, an existing Default
or Event of Default and its consequences;


 


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WHEREAS, the
Trustee has received written notice from the Holders of a majority in principal
amount of the outstanding Securities waiving any Defaults and Events of
Default, and their consequences, that may exist as of the date of this Fourth
Supplemental Indenture; and


 


WHEREAS,
pursuant to Section 9.2 of the Indenture, GGC, the Subsidiary
Guarantors and the Trustee are authorized to execute and deliver this Fourth
Supplemental Indenture;


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, GGC, the Subsidiary
Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Securities as follows:


 


ARTICLE I


 


Definitions


 


1.1                                 Defined
Terms.  As used in this Fourth
Supplemental Indenture, terms defined in the Indenture or in the preamble or
recitals hereto are used herein as therein defined, except that the term “Holders”
in this Fourth Supplemental Indenture shall refer to the term “Holders” as
defined in the Indenture and the Trustee acting on behalf or for the benefit of
such holders.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Fourth Supplemental
Indenture refer to this Fourth Supplemental Indenture as a whole and not to any
particular section hereof.


 


ARTICLE II


 


Amendments


 


2.1                                 Amendment
of Section 3.7 (Limitation on Affiliate Transactions).  Section 3.7 of the Indenture is hereby
amended:


 


(a)                                  by
deleting the words “Section 3.4” from the end of clause (1) of
Section 3.7(b) and inserting the following language in lieu
thereof:


 


“Section 4.07
of the 2006 Indenture”.


 


(b)                                 by
deleting the words “Section 3.3” from the end of clause (4) of
Section 3.7(b) and inserting the following language in lieu
thereof:


 


“Section 4.09
of the 2006 Indenture”.


 


2.2                                 Amendment
of Section 4.1 (Merger and Consolidation).  Section 4.1 of the Indenture is
hereby amended by deleting the words “Section 3.3(a) of this
Indenture” from clause (iii) of Section 4.1 and inserting the
following language in lieu thereof:


 


“Section 4.09(a) of
the 2006 Indenture”.


 


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2.3                                 Amendment
of Section 6.1 (Events of Default). 
Section 6.1 of the Indenture is hereby amended:


 


(a)                                  by
deleting the words “3.3, 3.4,” from clause (4) of Section 6.1.


 


(b)                                 by
inserting the following language after the word “above” in clause (5) of Section 6.1:


 


“, and other
than those contained in Sections 3.3 or 3.4”.


 


(c)                                  by
deleting the word “or” from the end of clause (9) of Section 6.1.


 


(d)                                 by
deleting the “.” from the end of clause (10) of Section 6.1,
and inserting “; or” in lieu thereof.


 


(e)                                  by
inserting a new clause (11) immediately following clause (10) of Section 6.1,
which clause (11) shall read in its entirety as follows:


 


“the Company
fails to comply with or defaults in the performance of, or a breach by the
Company of, any covenant or agreement contained in Section 4.07 or 4.09 of
the 2006 Indenture and such default continues for 60 days after the notice
specified below (with such notice only given after the expiry of the periods
permitted to perform an obligation), regardless of whether any Indebtedness
Incurred under the 2006 Indenture has been accelerated prior to its maturity as
contemplated by Section 6.1(6) of this Indenture.”


 


(f)                                    by
deleting the words “(4) or (5)” each time they appear in the first
sentence of the penultimate paragraph of Section 6.1 and inserting
the following language in lieu thereof:


 


“(4), (5) or
(11)”.


 


(g)                                 by
adding a new paragraph immediately prior to the last paragraph of Section 6.1,
which new paragraph shall read in its entirety as follows:


 


“Notwithstanding
anything to the contrary contained in this Indenture, the Company shall be
under no obligation to comply with any of the provisions of Sections 3.3
or 3.4, the Company’s failure to comply with any of Sections 3.3
or 3.4, or default by the Company in the performance of or breach by the
Company of any covenant or agreement contained in Sections 3.3 or 3.4,
shall not constitute a “Default” or an “Event of Default” under this Indenture,
nor shall any such failure to comply with or default or breach of any term,
condition or limitation set forth in any such covenant or agreement give rise
to any Securityholder rights or remedies, including, without limitation, rights
to request or seek specific performance of any such covenant or agreement, and
the Company shall have no liability in respect of any such failure to comply
with or default or 


 


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breach of any
term, condition or limitation set forth in any such covenant.  Without limiting the generality of the
foregoing, it is understood that Sections 3.3 and 3.4 shall
continue to have effect only to the extent they relate to other covenants and
agreements contained in this Indenture.”


 


(h)                                 by
deleting the words “(9) or (10)” from the last paragraph of Section 6.1
and inserting the following language in lieu thereof:


 


“(9), (10) or
(11)”.


 


2.4                                 Amendment
of Section 8.1 (Discharge of Liability on Securities; Defeasance).  Section 8.1 of the Indenture is
hereby amended:


 


(a)                                  by
inserting the following language immediately after the reference to “4.1(iii)”
contained in Section 8.1(b)(ii):


 


“, and
Sections 4.07 and 4.09 of the 2006 Indenture,”.


 


(b)                                 by
deleting the words “6.1(9) and 6.1(10)” from Section 8.1(b)(ii) and
inserting the following language in lieu thereof:


 


“6.1(9),
6.1(10) and 6.1(11)”.


 


(c)                                  by
deleting the words “3.3, 3.4,” from the last sentence of the
penultimate paragraph of Section 8.1(b).


 


(d)                                 by
deleting the words “6.1(9) or 6.1(10)” from the last
sentence of the penultimate paragraph of Section 8.1(b) and
inserting the following language in lieu thereof:


 


“6.1(9),
6.1(10) or 6.1(11)”.


 


2.5                                 Amendment
of Certain Defined Terms.


 


2.5.1                        The
definition of “Disqualified Stock” set forth in Section 1.1 of the
Indenture is hereby amended by deleting the words “Section 3.4”
from the end of such definition and inserting the following language in lieu
thereof:


 


“Section 4.07
of the 2006 Indenture”.


 


2.5.2                        The
definition of “Permitted Investment” set forth in Section 1.1 of
the Indenture is hereby amended:


 


(a)                                  by
deleting the words “Section 3.3” from the end of clause (10) of
such definition and inserting the following language in lieu thereof:


 


“Section 4.09
of the 2006 Indenture”.


 


(b)                                 by
deleting the words “Section 3.3” from the end of clause (12) of
such definition and inserting the following language in lieu thereof:


 


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“Section 4.09
of the 2006 Indenture”.


 


(c)                                  by
deleting the words “Section 3.3(a)” from the end of clause (14) of
such definition and inserting the following language in lieu thereof:


 


“Section 4.09(a) of
the 2006 Indenture”.


 


2.5.3                        The
definition of “Receivables Entity” set forth in Section 1.1 of the
Indenture is hereby amended by inserting the following language as a new
sentence at the end of such definition:


 


“It is
understood that GGRC Corp., a Delaware corporation, shall be deemed to be a “Receivables
Entity” for all purposes under this Indenture.”


 


2.5.4                        The
definition of “Unrestricted Subsidiary” set forth in Section 1.1 of
the Indenture is hereby amended:


 


(a)                                  by
deleting the words “Section 3.4” from the end of clause (2) of
such definition and inserting the following language in lieu thereof:


 


“Section 4.07
of the 2006 Indenture”.


 


(b)                                 by
deleting the words “Section 3.3(a)” from the last sentence of such
definition and inserting the following language in lieu thereof:


 


“Section 4.09(a) of
the 2006 Indenture”.


 


2.5.5                        Section 1.1
of the Indenture is hereby amended to include the following definition in its
proper alphabetical location:


 


“2006
Indenture” means that certain indenture, dated as of October 3, 2006,
by and among the Company, the Guarantors (as such term is defined in the 2006
Indenture) party thereto, and LaSalle Bank National Association, as trustee, as
amended by that certain First Supplemental Indenture, dated as of April 24,
2007, by and among the Company, the Guarantors party thereto, and LaSalle Bank
National Association, as trustee, that certain Second Supplemental Indenture,
dated as of April 24, 2007, by and among the Company, the Guarantors party
thereto, and LaSalle Bank National Association, as trustee, and that certain
Third Supplemental Indenture, dated as of June 13, 2008, by and among the
Company, the Guarantors party thereto, and LaSalle Bank National Association,
as trustee, as the same may be amended, modified, or supplemented from time to
time pursuant to the provisions of Section 9.01 thereof.


 


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ARTICLE III


 


Waiver


 


3.1                                 Waiver
of Defaults and Events of Default. 
Any and all Defaults and Events of Default by the Company and/or any
Subsidiary Guarantor, and the consequences thereof, in each case whether known
or unknown, occurring prior to, or that may exist as of, the date of this
Fourth Supplemental Indenture,  are hereby permanently waived in their entirety; provided,
however, that this Section 3.1 shall not apply to, and there shall
be no waiver with respect to, any new Defaults or Events of Default described
in clauses (1), (2), (6)(b), (7) or (8) of Section 6.1 of
the Indenture, occurring between July 14, 2008, and the date of this
Fourth Supplemental Indenture.


 


ARTICLE IV


 


Miscellaneous


 


4.1                                 Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Fourth Supplemental Indenture or the Indenture or
any provision herein or therein contained.


 


4.2                                 Governing
Law.  This Fourth Supplemental
Indenture shall be governed by the laws of the State of New York.


 


4.3                                 Severability
Clause.  In case any provision in
this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality or
unenforceability.


 


4.4                                 Ratification
of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Fourth Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or
warranty as to the validity or sufficiency of this Fourth Supplemental
Indenture.


 


4.5                                 Counterparts.  The parties hereto may sign one or more
copies of this Fourth Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.


 


4.6                                 Headings.  The headings of the Articles and the sections
in this Fourth Supplemental Indenture are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to
be duly executed as of the date first above written.


 


	
   

  	
  GEORGIA GULF
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION (as

  successor to
  SUNTRUST BANK),

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


 


	
   

  	
  GEORGIA GULF
  CHEMICALS & VINYLS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  GEORGIA GULF
  LAKE CHARLES, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  GREAT RIVER
  OIL & GAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice President

  
				



 


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  ROME
  DELAWARE CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  ROYAL
  PLASTICS GROUP (U.S.A.)

  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  PLASTIC
  TRENDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  ROYAL
  OUTDOOR PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  ROYAL WINDOW
  AND DOOR PROFILES

  PLANT 14 INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  ROYAL WINDOW
  AND DOOR PROFILES

  PLANT 12 INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


A-8

















 


	
   

  	
  ROYAL WINDOW
  AND DOOR PROFILES

  PLANT 13 INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


 


	
   

  	
  ROYAL WINDOW
  COVERINGS (USA) L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NOVO
  MANAGEMENT, INC.,

  
	
   

  	
   

  	
  its Managing
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joel I.
  Beerman

  
	
   

  	
   

  	
  Vice
  President

  
				



 


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