Exhibit 10.3


 


CONSENT AND AGREEMENT IN CONNECTION WITH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT


 


THIS CONSENT AND AGREEMENT IN CONNECTION WITH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT,
dated as of September 10, 2008 (this “Consent”),
is entered into by and among GGRC Corp. (as “Seller”),
Georgia Gulf Corporation (“Georgia Gulf”),
Royal Mouldings Limited (“Royal Mouldings”),
and Georgia Gulf Chemicals and Vinyls, LLC (individually and together with
Georgia Gulf and Royal Mouldings, the “Servicers,”
and the Servicers, together with Seller, the “Seller
Parties”), Variable Funding Capital Company LLC (as successor in
interest to Variable Funding Capital Corporation (successor in interest to Blue
Ridge Asset Funding Corporation)), (“VFCC”),
Victory Receivables Corporation (“Victory”
and as a purchaser, a “Purchaser,”
and together with VFCC, the “Purchasers”),
Wachovia Bank, National Association (individually and as a purchaser agent for
the VFCC Purchaser Group, the “VFCC
Purchaser Agent,” and as administrative agent, the “Administrative Agent”) and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch (f/k/a The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch) (individually and as purchaser agent
for the Victory Purchaser Group, the “Victory
Purchaser Agent,” and together with the VFCC Purchaser Agent and the
Administrative Agent, the “Agents”).  Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below).


 


WHEREAS, the Seller
Parties, the Purchasers and the Agents have entered into that certain Amended
and Restated Receivables Purchase Agreement, dated as of November 12, 2004
(as the same may be amended, restated or otherwise modified from time to time,
the “Agreement”);


 


WHEREAS,
the Servicers have entered into that certain Fourth
Amendment to Credit Agreement, dated as of the date hereof (the “Credit Agreement Amendment,” a copy of
which is attached hereto as Exhibit 1), which has the effect of amending
certain defined terms in the Credit Agreement (the “Definition Amendments”), which terms are used in certain
defined terms from the Credit Agreement that have been incorporated by
reference into the Agreement, and the Servicers have requested that the Agents,
and the Agents have agreed, to consent to the Definition Amendments;


 


NOW THEREFORE,
in consideration of the premises and the other mutual covenants contained
herein, the parties agree as follows:


 


SECTION 1.  Consent to Definition Amendments.


 


Each of the
Agents and the Purchasers hereby consents to the amendments made in the Credit
Agreement Amendment to any of the defined terms from the Credit Agreement that
are used in the definitions of “Consolidated EBITDA,” “Interest Coverage Ratio,”
“Interest Coverage Ratio Trigger Level,” “Leverage Ratio” and “Leverage Ratio
Trigger Level.”  


 

















 


Accordingly,
from and after the date hereof, such terms will be defined as set forth on
Annex A hereto.


 


SECTION 2.  Representations and Warranties.


 


As of the date
hereof, each Seller Party hereby (i) reaffirms all representations and
warranties made by it in the Agreement (as amended hereby) and agrees that all
such covenants, representations and warranties shall be deemed to have been
restated as of the Effective Date of this Consent (except with respect to any
representation or warranty that by its terms is made as of a specific date, in
which case, each such representation or warranty shall be true and correct as
of such specified date) and (ii) represents and warrants to each Purchaser
and each Agent that no Pledge Default has occurred and is continuing and that
neither the Credit Agreement nor the Collateral Agreement has been amended or
modified in a manner that would cause a breach of any representation, warranty
or covenant by either such Seller Party under the Agreement or any other
Transaction Document (after giving effect to the terms of this Consent). Each
Seller Party each further represents and warrants, as to itself, to each
Purchaser and each Agent that: (i) the execution and delivery by it of
this Consent are within its corporate or limited liability company powers, have
been duly authorized by all necessary corporate or limited liability company
action, will not violate any requirement of law applicable to it or any of its
contractual obligations and will not result in, or require, the creation or
imposition of any Lien on any of its properties, (ii) no authorization or
approval or other action by, and no notice or filing with, any Governmental
Authority is required, and which has not been obtained or made, for the due
execution, delivery and performance by it of this Consent, (iii) this
Consent is its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally and by general principles of equity and (iv) it is in compliance
with all applicable requirements of law where the failure to be in compliance
is reasonably likely to have a Material Adverse Effect. The representations and
warranties set forth above shall survive the execution of this Consent.


 


SECTION 3.  Effectiveness and Effect.


 


This Consent
shall become effective as of the date (the “Effective
Date”) on which the Administrative Agent shall have received:  (a) counterparts of this Consent, duly
executed by each of the parties hereto, and (b) counterparts of a Fourth
Amended and Restated Fee Letter, duly executed by each of  the Agents, the Purchasers and the Seller Parties.  Each of the Agents, the Purchasers and the
Seller Parties agree that this Consent has complied with Section 14.1 of
the Agreement.


 


SECTION 4.  Reference to and Effect on the Agreement
and the Related Documents.


 


Upon the
effectiveness of this Consent, each reference in the Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
and be, and any references to the Agreement in any other document, instrument
or agreement executed and/or delivered in connection with the Agreement shall
mean and be, a reference to the Agreement as amended hereby.


 


2

















 


SECTION 5.  Governing Law.


 


THIS CONSENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF)
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


SECTION 6.  Severability.


 


Each provision
of this Consent shall be severable from every other provision of this Consent
for the purpose of determining the legal enforceability of any provision
hereof, and the unenforceability of one or more provisions of this Consent in
one jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.


 


SECTION 7.  Counterparts.


 


This Consent
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same
instrument.  To the maximum extent
permitted by applicable law, a signed counterpart of this Consent delivered by
facsimile or as a pdf or other image file attached to an electronic mail
message shall have the same force and effect as an originally executed
counterpart.


 


[Remainder of page left intentionally blank]


 


3

















 


IN WITNESS WHEREOF, each of the parties
hereto have caused this Consent to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.


 


 


	
  GGRC CORP.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Joel I. Beerman

  	
   

  
	
  Name:  Joel I. Beerman

  	
   

  
	
  Title:  Vice President

  	
   

  



 


 


	
  GEORGIA GULF CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Joel I. Beerman

  	
   

  
	
  Name:  Joel I. Beerman

  	
   

  
	
  Title:  Vice President

  	
   

  



 


 


	
  GEORGIA GULF CHEMICALS AND VINYLS, LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Joel I. Beerman

  	
   

  
	
  Name:  Joel I. Beerman

  	
   

  
	
  Title:  Vice President

  	
   

  



 


 


	
  ROYAL MOULDINGS LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Joel I. Beerman

  	
   

  
	
  Name:  Joel I. Beerman

  	
   

  
	
  Title:  Vice President

  	
   

  



 


4

















 


	
  VARIABLE FUNDING CAPITAL COMPANY LLC

  
	
   

  
	
  BY: WACHOVIA CAPITAL MARKETS, LLC, AS ATTORNEY-IN-FACT

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Haojin Wu

  	
   

  
	
  Name:  Haojin Wu

  	
   

  
	
  Title:  Vice President

  	
   

  



 


 


	
  WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchase Agent for the VFCC
  Group

  and as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
  /s/ William P. Rutkowski

  	
   

  
	
  Name:  William P. Rutkowski

  	
   

  
	
  Title:  Vice President

  	
   

  



 


5

















 


	
  VICTORY RECEIVABLES CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Louise E. Colby

  	
   

  
	
  Name:  Louise E. Colby

  	
   

  
	
  Title:  Vice President

  	
   

  



 


 


	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

  
	
  NEW YORK BRANCH, as Purchaser Agent for the Victory Group

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Aditya Reddy

  	
   

  
	
  Name:  Aditya Reddy

  	
   

  
	
  Title:  Vice President

  	
   

  



 


6

















 


ANNEX A

TO

CONSENT AND AGREEMENT IN CONNECTION WITH AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT


 


As used in the Agreement:


 


“Attributable Indebtedness” means, on any
date, (a) in respect of any Capital Lease (as defined in the Credit
Agreement)of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in
respect of any Synthetic Lease Obligation (as defined in the Credit Agreement),
the capitalized amount of the remaining lease payments under the relevant lease
that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in
respect of any Securitization Transaction (as defined in the Credit Agreement)
of any Person, the outstanding principal amount of such financing, after taking
into account reserve accounts and making appropriate adjustments, determined by
the Domestic Administrative Agent (as defined in the Credit Agreement)in its reasonable
judgment.


 


“Consolidated Cash Interest Charges”
means, for any period, for Georgia Gulf and its Subsidiaries on a consolidated
basis, the excess of (a) the sum of (i) the interest expense
(including imputed interest expense under Capital Leases (as defined in the
Credit Agreement)) for such period, in accordance with GAAP, plus (ii) the
implied interest component of Synthetic Leases (as defined in the Credit
Agreement) with respect to such period, plus (iii) any interest accrued
during such period in respect of Indebtedness that is required to be
capitalized rather than included in consolidated interest expense for such
period in accordance with GAAP, plus (iv) any cash payments (other than
fees and expenses paid in connection with the closing under this Agreement and
any premiums paid in connection with the redemption of the Series D Notes
and Medium Term Notes (as each is defined in the Credit Agreement)) made during
such period in respect of obligations referred to in clause (b)(ii) below
that were amortized or accrued in a previous period, minus (b) the sum of (i) to
the extent included in such consolidated interest expense for such period,
noncash amounts attributable to amortization of financing costs paid in a
previous period, plus (ii) to the extent included in such consolidated
interest expense for such period, noncash amounts attributable to amortization
of debt discounts or accrued interest payable in kind for such period. For
purposes of this definition, “interest” shall include yield, discount or other
similar financing costs pursuant to any Securitization Transaction.
Notwithstanding the foregoing, for purposes of calculating the Consolidated
Interest Coverage Ratio (a) as of the fiscal quarter ending December 31,
2006, Consolidated Cash Interest Charges for the four fiscal quarter period
ending December 31, 2006 shall be calculated as Consolidated Cash Interest
Charges for the fiscal quarter period ending December 31, 2006 multiplied
by four, (b) as of the fiscal quarter ending March 31, 2007,
Consolidated Cash Interest Charges for the four fiscal quarter period ending March 31,
2007 shall be calculated as Consolidated Cash Interest Charges for the two
fiscal quarter period ending March 31, 2007 multiplied by two and (c) as
of the fiscal quarter period ending June 30, 2007, Consolidated Cash
Interest Charges for 


 


7

















 


the four
fiscal quarter period ending June 30, 2007 shall be calculated as
Consolidated Cash Interest Charges for the three fiscal quarter period ending June 30,
2007 multiplied by 4/3.


 


“Consolidated EBITDA” means, for any
period, for Georgia Gulf and its Subsidiaries on a consolidated basis, the sum
of (a) Consolidated Net Income for such period, plus (b) to the
extent deducted in determining such Consolidated Net Income for such period,
the aggregate amount of (i) interest expense, (ii) income tax
expense, (iii) depreciation and amortization (including without limitation
amortization of debt issuance costs), (iv) non-cash charges (including any
non-cash charges resulting from purchase accounting adjustment entries
associated with the Royal Acquisition (as defined in the Credit Agreement) in
an aggregate amount not to exceed $17,999,000 for the fiscal quarter ending December 31,
2006 and in an aggregate amount not to exceed $2,101,000 for the fiscal quarter
ending March 31, 2007) which do not represent a cash item in such period
or any future period, (v) for the fiscal quarter ending December 31,
2006 only, forward contract losses during such period related to the forward
contracts purchased by Georgia Gulf to protect against fluctuations in the
US$/CAN$ exchange rate in an aggregate amount not to exceed $4,997,000, and (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. For purposes of this definition, “interest” shall include
yield, discount or other similar financing costs pursuant to any Securitization
Transaction; provided that Consolidated EBITDA for the fiscal quarter periods
ending March 31, 2006, June 30, 2006 and September 30, 2006
shall be deemed to equal the amounts set forth on Schedule 1.01(a) to the
Credit Agreement opposite each such fiscal quarter period


 


“Consolidated Funded Indebtedness” means
Funded Indebtedness of Georgia Gulf and its Subsidiaries on a consolidated
basis determined in accordance with GAAP.


 


“Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated
EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated
Cash Interest Charges for such period, each as determined on a consolidated
basis in accordance with GAAP..


 


“Consolidated Leverage Ratio” means, as of
any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated EBITDA for the period of
the four fiscal quarters most recently ended.


 


“Consolidated Net Income” means, for any
period, for Georgia Gulf and its Subsidiaries on a consolidated basis, the net
income of Georgia Gulf and its Subsidiaries for that period (exclusive of,
without duplication, (x) the effect of (1) any extraordinary gain, (2) any
extraordinary non-cash loss, (3) for any fiscal quarter period ending
prior to the Closing Date, any extraordinary loss paid in cash during such
period and (4) for fiscal quarter ending December 31, 2006, any
extraordinary loss during such period but only to the extent similar types of
charges or losses were added back to Consolidated EBITDA for the fiscal
quarters ending March 31, 2006, June 30, 2006 and September 30,
2006 pursuant to the proviso in the definition of Consolidated EBITDA, each in
accordance with GAAP and (y) the income of any Person (other than Georgia
Gulf) in which any other Person (other than Georgia Gulf or any Subsidiary or
any director holding qualifying shares in compliance with applicable law) owns
an Equity Interest, except to the extent of the amount of dividends or other
distributions actually 


 


8

















 


paid to
Georgia Gulf or any Subsidiary during such period), determined on a
consolidated basis in accordance with GAAP for such period.


 


“Equity Interests” means, with respect to
any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options
for the purchase or acquisition from such Person of such shares (or such other
interests), and all of the other ownership or profit interests in such Person
(including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.


 


“Funded Indebtedness” means, as to any
Person at a particular time, without duplication, all of the following, whether
or not included as indebtedness or liabilities in accordance with GAAP:  (a) all obligations for borrowed money,
whether current or long-term (including the “Obligations” as defined in the
Credit Agreement) and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments; (b) all
purchase money Indebtedness; (c) the principal portion of all obligations
under conditional sale or other title retention agreements relating to property
purchased by Georgia Gulf or any Subsidiary (other than customary reservations
or retentions of title under agreements with suppliers entered into in the
ordinary course of business); (d) all obligations arising under letters of
credit (including standby and commercial), bankers’ acceptances, bank
guaranties and similar instruments (other than obligations arising under surety
bonds and standby letters of credit that support performance obligations); (e) all
obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business and, in each
case, not past due for more than 60 days after the date on which such trade
account payable was created); (f) the Attributable Indebtedness of Capital
Leases and Synthetic Leases (as defined in the Credit Agreement); (g) the
Attributable Indebtedness of Securitization Transactions; (h) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interests in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; (i) all Funded Indebtedness of others secured by (or for which
the holder of such Funded Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed; (j) all Guarantees with
respect to Funded Indebtedness of the types specified in clauses (a) through
(i) above of another Person; and (k) all Funded Indebtedness of the
types referred to in clauses (a) through (j) above of any partnership
or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or joint venturer,
except to the extent that Funded Indebtedness is expressly made non-recourse to
such Person.  For purposes hereof, the
amount of any direct obligation arising under letters of credit (including
standby and commercial), bankers’ acceptances, bank guaranties, surety bonds
and similar instruments shall be the maximum remaining amount available to be
drawn thereunder.


 


9

















 


“GAAP” means, solely for purposes of this
Annex A and the definitions herein contained, generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.


 


“Georgia Gulf” means Georgia Gulf
Corporation, a Delaware corporation.


 


“Governmental Authority” means, solely for
purposes of this Annex A and the definitions herein contained,  the government of the United States, Canada
or any other nation, or of any political subdivision thereof, whether state,
provincial, municipal or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 


“Guarantee” means, solely for purposes of
this Annex A and the definitions herein contained,  as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other obligation,
(ii) to purchase or lease property, securities or services for the purpose
of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of  the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or
to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of such Person securing any Indebtedness or
other obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee”
as a verb has a corresponding meaning.


 


“Indebtedness” means, solely for purposes
of this Annex A and the definitions herein contained, as to any Person at a
particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:  (a) all Funded Indebtedness; (b) net
obligations of such Person under any Swap Contract (as defined in the Credit
Agreement); (c) all Guarantees of such Person with respect to outstanding
Indebtedness of the types specified in clauses (a) and (b) above; and
(d) all Indebtedness of the types referred to 


 


10

















 


in clauses (a) through
(c) above of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person.  The
amount of any net obligation under any Swap Contract on any date shall be
deemed to be the Swap Termination Value (as defined in the Credit Agreement)
thereof as of such date.


 


“Interest Coverage Ratio” means the Consolidated Interest Coverage Ratio.


 


“Interest Coverage Ratio Trigger Level”
means, for any quarter of determination, the ratio set forth in the table below
opposite such quarter:


 


	
  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

  
	
  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

  



 


“Leverage Ratio” means the Consolidated Leverage Ratio.


 


“Leverage Ratio Trigger Level” means, for
any quarter of determination, the ratio set forth in the table below opposite
such quarter:


 


	
  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

  



 


11

















 


“Lien” means, solely for purposes of this
Annex A and the definitions herein contained, any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect
as any of the foregoing).


 


 “Subsidiary”
of a Person means, solely for purposes of this Annex A and the definitions
herein contained, a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of
securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise specified, all references herein to a “Subsidiary” or
to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Georgia Gulf.


 


12