EXHIBIT 10.1


 


EXECUTION
COPY


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT NO. 1 (the “Amendment”) dated as of October 17,
2005 to the Credit Agreement dated as of November 12, 1999 and amended and
restated as of November 23, 2004 (as amended, the “Credit Agreement”), among GEORGIA GULF
CORPORATION (the “Company”), the
ELIGIBLE SUBSIDIARIES party thereto, the LENDERS party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as
Administrative Agent (the “Administrative
Agent”).


 


W
I T N E S S E T H :


 


WHEREAS, the Company and the
Lenders wish to increase the revolving commitments, add additional lenders,
permit additional commitment increases in the future, clarify the covenant
limiting the amendment of material documents and amend the capital expenditures
covenant and permit the transfer of all or substantially all of the assets and
the subsequent dissolution of GG Terminal Management Corporation (“GGTMC”), in each case as more fully set forth below;


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


Section 1.  Definitions; References.  Unless otherwise specifically
defined in the recitals above, each term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement, as amended hereby.


 


Section 2.  Amendment of Section 1.01,
Schedule 2.01 and Section 2.01; Additional Lenders.


 


(a)           The definition of “Lenders” in Section 1.01
of the Credit Agreement is amended to read in its entirety as follows:


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to Section 2.01 or an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.


 


(b)           The definition of “Revolving Commitment” in Section 1.01 of the Credit Agreement
is amended to read in its entirety as follows:


 


“Revolving Commitment” means, with
respect to each Lender, the commitment, if any, of such Lender to make Loans
and to acquire participations


 





















 


in
Letters of Credit hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender’s Revolving Exposure hereunder, as such
commitment may be (a) increased from time to time pursuant to Section 2.01,
(b) reduced from time to time pursuant to Section 2.07 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04.  The
initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01
under the heading “Revolving Commitment” or in the instrument of assumption or
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Revolving Commitment, as applicable. 
The aggregate amount of the Lenders’ Revolving Commitments as of October 17,
2005 is $240,000,000.


 


(c)           The Northern Trust Company hereby becomes a
party to the Credit Agreement and a “Lender” for all purposes thereof and
hereof, entitled to all rights and subject to all duties thereunder and
hereunder.  Each Lender’s Revolving
Commitment as of the date hereof is the amount set forth opposite its name on Schedule 2.01,
which is amended to read in its entirety as set forth on Schedule 2.01
hereto.  Each Lender’s participation in
any Letter of Credit outstanding prior to the Amendment Effective Date and the
related LC Exposure is automatically adjusted on and as of the Amendment
Effective Date to reflect such Lender’s new Applicable Percentage.  On the Amendment Effective Date, the
principal amount of each Lender’s outstanding Loans shall be adjusted, and such
Lender shall make or receive payments to or from the other Lenders, and such
other adjustments shall be made, as may be required to reflect such Lender’s
new Applicable Percentage.


 


(d)           Section 2.01 of the Credit Agreement is
amended by adding the following paragraph at the end thereof:


 


At any time and from time to
time during the Revolving Availability Period, if no Default shall have
occurred and be continuing at such time, the Company may, if it so elects,
increase the aggregate amount of the Revolving Commitments, either by
designating one or more Persons not theretofore Lenders and acceptable to the
Administrative Agent to become Lenders or by agreeing with one or more existing
Lenders that such Lenders’ Revolving Commitments shall be increased.  Upon execution and delivery by the Company,
the Borrowers and such Lenders of one or more instruments of assumption in form
and amount satisfactory to the Administrative Agent, each such existing Lender
shall have a Revolving Commitment as therein set forth or each such other
Person shall become a Lender with a Revolving Commitment as therein set forth
and all the rights and obligations of a Lender with such a Revolving Commitment
hereunder; provided that (i) the Company shall
provide prompt notice of such increase to the Administrative Agent, which shall
promptly notify the other Lenders, (ii) the aggregate amount of each such
increase which is effective on any day shall be at least $10,000,000 and (iii) the
aggregate amount of the Revolving Commitments


 


2





















 


shall
at no time exceed $250,000,000.  Upon any
increase in the aggregate amount of the Revolving Commitments pursuant to this
Section, (i) each Lender’s participation in any Letter of Credit shall
automatically be adjusted to reflect such Lender’s new Applicable Percentage,
and (ii) within five Business Days in the case of each ABR Borrowing
outstanding, and within five Business Days if requested by the Required Lenders
(acting through the Administrative Agent) and otherwise at the end of the then
current Interest Period with respect thereto in the case of each Eurodollar
Borrowing then outstanding, the Borrowers shall prepay such Borrowing in its
entirety, and, to the extent a Borrower elects to do so and subject to the
conditions specified in Section 4.02, such Borrower shall reborrow Loans
from the Lenders in proportion to their respective Revolving Commitments after
giving effect to such increase, until such time as all outstanding Loans are
held by the Lenders in such proportion.


 


Section 3.  Amendment Of Section 6.10.  The last sentence of Section 6.10
is amended to insert the following proviso before the period at the end
thereof:


 


; provided, however, that
nothing herein shall be deemed to prohibit, or require the prior written
consent of the Required Lenders to, amendments or modifications to the
documents relating to the Permitted Receivables Transaction, so long as such
amendments or modifications do not (a) reduce the extent to which the
subordinated notes issued pursuant to such documents are subordinated to other
Indebtedness or (b) otherwise directly or indirectly cause or result in
any violation of any other provision of this Agreement


 


Section 4.  Amendment of Section 6.14.  Section 6.14 is amended to
read in its entirety as follows:


 


SECTION 6.14.  Capital Expenditures.  For any fiscal year of the Company, Capital
Expenditures shall not exceed the sum of:


 


(i)            $40,000,000, plus


 


(ii)           for each fiscal year beginning on or after January 1,
2006, 50% of Excess Cash Flow for the prior fiscal year, plus


 


(iii)          an amount equal to the excess (if any) of (A) the
sum of $225,000,000 and the aggregate amount of Capital Expenditures permitted
by clauses (i) – (ii) above for all fiscal years of the Company
beginning on or after January 1, 2005 and ending prior to such fiscal year
over (B) the aggregate amount of Capital Expenditures made in all fiscal
years of the Company beginning on or after January 1, 2005 and ending
prior to such fiscal year.


 


3





















 


For purposes of this Section 6.14,
“Capital Expenditures” shall not include
expenditures otherwise permitted under this Agreement to purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any
other Person constituting a business unit.


 


Section 5.  Consent to Liquidate and
Dissolve GGTMC.  The Company
wishes to transfer all or substantially all of the assets of GGTMC to the
Company or another Subsidiary Loan Party and, thereafter, to dissolve GGTMC’s
corporate existence, as permitted by Section 6.03 of the Credit
Agreement.  The Lenders confirm and agree
that (a) GGTMC may, in anticipation of its dissolution, transfer all or
substantially all of its assets to the Company or another Subsidiary Loan
Party, (b) upon such transfer, GGTMC shall be deemed to be released in
toto from its obligations as a Lien Grantor and Subsidiary Guarantor under the
Collateral Agreement, and (c) the Company may thereafter dissolve GGTMC’s
corporate existence.  The Company agrees
that it (i) shall cause the dissolution of GGTMC within 180 days of the
date on which GGTMC transfers all or substantially all of its assets to the
Company or another Subsidiary Loan Party and (ii) shall not permit GGTMC,
following its release from the Collateral Agreement, to purchase or acquire any
assets except in a de minimis amount to the extent necessary to facilitate the
dissolution of GGTMC’s corporate existence.


 


Section 6.  Representations of
Company.  The Company
represents and warrants that (i) the representations and warranties of
each Loan Party set forth in the Loan Documents shall be true on and as of the
Amendment Effective Date (as hereinafter defined) to the same extent as they
would be required to be under Section 4.02 on the occasion of any Loan or
issuance of any Letter of Credit and (ii) no Default will have occurred
and be continuing on such date.


 


Section 7.  Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


Section 8.  Counterparts;
Effectiveness.  This Amendment
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Amendment
shall become effective as of the date first above written (the “Amendment Effective Date”) when the
Administrative Agent shall have received:


 


(i)            from the Company for the account of each new
Lender and each existing Lender which has increased its Revolving Commitment,
an amendment fee equal to .125% to .20% of such Lender’s new or additional
Revolving Commitment, as the case may be, depending on the amount thereof,


 


4





















 


(ii)           each of the Company and the Required Lenders
a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof,


 


(iii)          a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Amendment Effective Date) of
Jones Day, counsel for the Loan Parties, substantially in the form of Exhibit B
to the Credit Agreement, with such changes and modifications as are acceptable
to the Administrative Agent and its counsel. 
The Company hereby requests Jones Day to deliver such opinion, and


 


(iv)          such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Loan Party, and any other
legal matters relating to the Loan Parties or the Loan Documents, all in form
and substance satisfactory to the Administrative Agent and its counsel.


 


5





















 


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


 


 


	
   

  	
  GEORGIA GULF CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL I. BEERMAN

  	
   

  
	
   

  	
  Name: Joel I.
  Beerman

  
	
   

  	
  Title: Vice
  President, General Counsel and

  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEORGIA GULF CHEMICALS &

  VINYLS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL I. BEERMAN

  	
   

  
	
   

  	
  Name: Joel I.
  Beerman

  
	
   

  	
  Title: Vice
  President, General Counsel and

  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEORGIA GULF LAKE CHARLES,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOEL I. BEERMAN

  	
   

  
	
   

  	
  Name: Joel I.
  Beerman

  
	
   

  	
  Title: Vice
  President, General Counsel and

  Secretary

  



 


6





















 


	
  LENDERS

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Peter A. Dedousis

  
	
   

  	
   

  	
  Name:

  	
  Peter A.
  Dedousis

  
	
   

  	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Colleen M. Briscoe

  
	
   

  	
   

  	
  Name:

  	
  Colleen M.
  Briscoe

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF TOKYO-MITSUBISHI

  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher J. DeLauro

  
	
   

  	
   

  	
  Name:

  	
  Christopher J.
  DeLauro

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ W. P. Fischer

  
	
   

  	
   

  	
  Name:

  	
  W. P. Fischer

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MIZUHO CORPORATE BANK,
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Raymond Ventura

  
	
   

  	
   

  	
  Name:

  	
  Raymond Ventura

  
	
   

  	
   

  	
  Title:

  	
  Deputy General Manager

  



 


7





















 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kelly Gunter

  
	
   

  	
   

  	
  Name:

  	
  Kelly Gunter

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Patrick D. Finn

  
	
   

  	
   

  	
  Name:

  	
  Patrick D. Finn

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Dorothy G. W. Brailer

  
	
   

  	
   

  	
  Name:

  	
  Dorothy G. W.
  Brailer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RBC CENTURA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William B. Nixon

  
	
   

  	
   

  	
  Name:

  	
  William B. Nixon

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  UFJ BANK LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Stephen C. Small

  
	
   

  	
   

  	
  Name:

  	
  Stephen C. Small

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John C. Canty

  
	
   

  	
   

  	
  Name:

  	
  John C. Canty

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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Schedule 2.01

Commitment Schedule


 


	
   

  	
   

  	
  Revolving

  Commitments

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mizuho Corporate Bank, Ltd.

  	
   

  	
  $

  	
  27,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  27,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  27,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LaSalle Bank, N.A.

  	
   

  	
  $

  	
  22,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bank of Tokyo-Mitsubishi Trust Company

  	
   

  	
  $

  	
  17,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RBC Centura Bank

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UFJ Bank Limited

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  240,000,000.00