Exhibit 4.1


 


AMENDMENT TO RIGHTS AGREEMENT


 


Amendment,
dated as of August 10, 2009 (this “Amendment”), to the Amended and Restated Rights
Agreement, dated as of December 5, 2000 (the “Rights Agreement”),
by and between Georgia Gulf Corporation, a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A, as successor rights agent (the “Rights Agent”).


 


WHEREAS,
the Board of Directors of the Company has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement as
set forth in this Amendment; and


 


WHEREAS,
pursuant to the terms of the Rights Agreement and in, the Company has directed
that the Rights Agreement be amended as set forth in this Amendment, and by its
execution and delivery hereof, directs the Rights Agent to execute this
Amendment.


 


NOW
THEREFORE, in consideration of the foregoing and the mutual agreements set
forth in the Rights Agreement and in this Amendment, the parties hereto hereby
amend the Rights Agreement as follows:


 


1.             Section 1
of the Rights Agreement is hereby amended and restated in its entirety as
follows:


 


“(a)         “Acquiring Person” shall mean any Person (as
such term is hereinafter defined) that or which, together with all Affiliates
and Associates as such terms are hereinafter defined) of such Person, is the
Beneficial Owner (as such term is hereinafter defined) of 15% or more of the
Common Shares of the Company then outstanding, but shall not include the
Company, any Subsidiary (as such term is hereinafter defined) of the Company,
any employee benefit plan of the Company or any wholly owned Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms of
any such plan, provided, however, that a Person will not be
deemed to have become an “Acquiring
Person” solely as the result of (i) a reduction in the
number of Common Shares outstanding, (ii) the consummation of the
transactions contemplated by the Plan of Recapitalization, dated as of January 15,
1990, as amended (the “Plan
of  Recapitalization”),
or (iii) the consummation of the transactions contemplated by the 2009
Recapitalization; provided, however, that if a Person shall
become the Beneficial Owner of 15% or more of the Common Shares of the Company
then outstanding solely by reason of a reduction in the number of Common Shares
outstanding, the consummation of the Plan of Recapitalization or the 2009
Recapitalization and shall, after such reduction in the number of Common Shares
outstanding or such consummation of the Plan of Recapitalization or the 2009
Recapitalization, (i) become the Beneficial Owner of any additional Common
Shares of the Company other than as a result of stock split, stock dividend or
similar transaction effected by the Company in which all holders of Common
Stock are treated equally or (ii) any other Person that is the Beneficial
Owner of Common Shares representing 1% or more of the then-outstanding Common
Shares thereafter becomes an Affiliate or Associate of such Person, then such
Person shall be deemed to become an “Acquiring Person.”  Notwithstanding the foregoing, if the Board
of the Company determines in good faith that a Person that would otherwise be
an 


 





















 


“Acquiring Person” as
defined pursuant to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person” as
defined pursuant to the foregoing provisions of this paragraph (a), then such
Person shall not be deemed to be an “Acquiring
Person” for any purposes of this Agreement.”


 


2.             Section 1
of the Rights Agreement is hereby further amended by adding the following
subsection at the end thereof:


 


“(m)        “2009 Recapitalization”
means the offers to exchange the Company’s then-outstanding 7.125% Senior Notes
due 2013, 9.5% Senior Notes due 2014, and 10.75% Senior Subordinated Notes due
2016, for an aggregate of up to 32,050,000 shares of the Company’s convertible
preferred stock, par value $0.01 per share (the “Convertible Preferred Stock”) and an
aggregate of 1,430,000 shares of Common Stock, consummated on or about July 29,
2009, and related transactions, including the issuance of the Convertible
Preferred Stock and the shares of Common Stock issuable upon conversion of the
Convertible Preferred Stock.”


 


3.             Exhibits
B and C to the Rights Agreement are hereby deemed amended in a manner
consistent with this Amendment.


 


4.             This
Amendment shall be shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.


 


5.             Capitalized
terms used without other definition in this Amendment will be used as defined
in the Rights Agreement.


 


6.             The
Rights Agreement will not otherwise be supplemented or amended by virtue of
this Amendment, but will remain in full force and effect.


 


7.             This
Amendment will be deemed to be effective as of July 28, 2009, and all
references to the Rights Agreement will, from and after such time, be deemed to
be references to the Rights Agreement as amended hereby.


 


8.             The
undersigned officer of the Company, being duly authorized on behalf of the
Company, hereby certifies in his or her capacity as an officer on behalf of the
Company to the Rights Agent that this Amendment is in compliance with the terms
of Section 26 of the Rights Agreement.


 


9.             By
its execution and delivery of this Amendment, the Company directs the Rights
Agent to execute this Amendment.


 


10.           This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.


 


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IN
WITNESS WHEREOF,  this Amendment
has been duly executed by the Company and the Rights Agent as of the effective
time stated above.


 


 


	
   

  	
  GEORGIA
  GULF CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel Beerman

  
	
   

  	
   

  	
  Name:

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General
  Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis V. Moccia

  
	
   

  	
   

  	
  Name:

  	
  Dennis V. Moccia

  
	
   

  	
   

  	
  Title:

  	
  Manager, Contract
  Adminstration

  



 


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