Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


This registration rights
agreement (this “Agreement”) is
made and entered into as of July 27, 2009, by and among GEORGIA GULF
CORPORATION, a Delaware corporation (the “Company”),
and the parties named on the signature pages hereto (the “Signing  Holders”).


 


The Company has made offers
to exchange its 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 32,050,000 shares of the Company’s convertible preferred stock, par value
$0.01 per share (the “Convertible Preferred
Stock”), which are convertible into shares of the Company’s common
stock, par value $0.01 per share (the “Common
Stock”) on a one-for-one basis, and an aggregate of 1,430,000 shares
of Common Stock (such offers, the “Exchange
Offers”).


 


In connection with the
Exchange Offers, each of the Signing Holders has entered into a lock-up and
consent agreement (the “Lock-up Agreement”)
pursuant to which the Company agreed to provide the registration rights set
forth in this Agreement.


 


Therefore, the parties agree
as follows:


 


Section 1.
Definitions. The following
terms shall have the following meanings:


 


“Affiliate,”
with respect to any specified person, has the meaning specified in Rule 144
of the Securities Act.


 


“Agreement” has the meaning specified in the introduction to
this Agreement.


 


“Business Day” means any day other than a Saturday, a Sunday or
a day on which banking institutions in the City of New York or at place of payment
are authorized by law, regulation or executive order to remain closed.


 


“Common Stock” has the meaning specified in the introduction to
this Agreement.


 


“Company” has the meaning specified in the introduction to this
Agreement.


 


“Convertible Preferred Stock” has the meaning specified in the
introduction to this Agreement.


 


“Deferral Notice” has the meaning specified in Section 4(i).


 


“Effectiveness Period” means, as applicable, the First
Effectiveness Period or the Second Effectiveness Period.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 

















 


“Exchange Offers” has the meaning specified in the introduction
to this Agreement.


 


“Holders” means the Signing Holders and such other persons who
have acquired Registrable Securities, who have agreed to be bound by the terms
and conditions of this Agreement, and who have delivered a properly completed
Notice and Questionnaire.


 


“First Effectiveness Period” means the period beginning on the
date the First Shelf Registration Statement is declared effective by the SEC
and ending on the earlier of (i) the first anniversary thereof and (ii) the
date upon which the Shares registered pursuant to the First Shelf Registration
Statement have ceased to be Registrable Securities.


 


“First Shelf Registration Statement” has the meaning specified
in Section 2(a).


 


“Lock-up Agreement” has the meaning specified in the
introduction to this Agreement.


 


“Notice and Questionnaire” means a Selling Security Holder
Notice and Questionnaire attached as Exhibit A to this Agreement.


 


“Prospectus” means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.


 


“Registrable Securities” means (a) the Shares and (b) any
securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to such Shares, provided,
that such Shares or such other securities shall cease to be Registrable
Securities (i) following their sale in accordance with any Registration
Statement, (ii) following the applicable Effectiveness Period, (iii) following
their sale on the New York Stock Exchange or other securities exchange on which
the Common Stock is traded, pursuant to Rule 144, or (iv) when such
securities cease to be outstanding.


 


“Registration Expenses” has the meaning specified in Section 6.


 


“Registration Statement” means any registration statement of
the Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration
statement.


 


“Rule 144” means Rule 144 of the Securities Act, as
such Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.


 


“SEC” means the U.S. Securities and Exchange Commission.


 


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“Second Effectiveness Period” means the period beginning on the
date the Second Shelf Registration Statement is declared effective by the SEC
and ending on the earlier of (i) the first anniversary thereof and (ii) the
date upon which the Shares registered pursuant to the Second Shelf Registration
Statement have ceased to be Registrable Securities.


 


“Second Shelf Registration Statement” has the meaning specified
in Section 2(b).


 


“Securities Act” means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.


 


“Shares” means the shares of Common Stock issued pursuant to
the Exchange Offers, including the shares of Common Stock issued upon
conversion of the Convertible Preferred Stock.


 


“Signing
Holders” has the meaning specified in the introduction to
this Agreement.


 


“Shelf Registration” has the meaning specified in Section 2(a).


 


“Special Meeting” has the meaning specified in Section 7(a)(1) of
the Lock-up Agreements.


 


Section 2.
Shelf Registration.


 


(a)                                  The Company
shall prepare and file or cause to be prepared and filed with the SEC, no later
than ten Business Days after the mailing of the definitive proxy statement
relating to the Special Meeting, a Registration Statement for an offering to be
made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a “Shelf Registration”)
registering the resale from time to time by Holders of all of the
then-outstanding Common Stock constituting Registrable Securities issued upon
consummation of the Exchange Offers (the “First
Shelf Registration Statement”). The First Shelf Registration
Statement shall not include any other securities and shall be on Form S-1,
Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution set forth under “Plan of Distribution” in the Notice
and Questionnaire. The Company shall use reasonable best efforts to cause the
First Shelf Registration Statement to be declared effective under the
Securities Act as soon as practicable, and to remain effective until the
expiration of the First Effectiveness Period. Notwithstanding the foregoing, no
Holder shall be entitled to have the Registrable Securities held by it covered
by the First Shelf Registration Statement unless, at the time the First Shelf
Registration Statement is declared effective, such Holder is in compliance with
Section 5.


 


(b)                                 The Company
shall prepare and file or cause to be prepared and filed with the SEC, no later
than a date that is ten Business Days after the filing of the amendment to the
Company’s certificate of incorporation to be approved at the Special Meeting, a
Registration Statement for a Shelf Registration registering the resale from
time to time by Holders of all of the outstanding Registrable Securities
(including Shares issued to the Holders upon conversion of the Convertible
Preferred Stock) not included in the First Registration Statement (the “Second 


 


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Shelf Registration Statement”). The Second Shelf
Registration Statement shall not include any other securities and shall be on Form S-1,
Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution set forth under “Plan of Distribution” in the Notice
and Questionnaire. The Company shall use reasonable best efforts to cause the
Second Shelf Registration Statement to be declared effective under the
Securities Act as soon as practicable, and to remain effective until the
expiration of the Second Effectiveness Period. Notwithstanding the foregoing,
no Holder shall be entitled to have the Registrable Securities held by it
covered by the Second Shelf Registration Statement unless, at the time the
Second Shelf Registration Statement is declared effective, such Holder is in
compliance with Section  5.


 


(c)                                  The Company
shall supplement and amend a Registration Statement filed pursuant to this Section 2
if required by the Securities Act or the rules, regulations or instructions
applicable to the registration form used by the Company for such Registration
Statement.


 


(d)                                 The Company
shall cause the Notice and Questionnaire to be sent to each record holder of
Registrable Securities no less than 10 days prior to the date upon which the
First Shelf Registration Statement is to be filed.


 


Section 3.
Piggyback Rights.


 


(a)                                  If at any time
during an Effectiveness Period the Company proposes to file a registration
statement, other than the Registration Statements contemplated by Section 2
of this Agreement, for the sale of Common Stock in an offering for its own
account, then as soon as practicable but not less than three Business Days
prior to the filing of such registration statement, the Company shall give
notice of such proposed offering to the Holders and such notice shall offer the
Holders the opportunity to include in such offering such number of Registrable
Securities (the “Included Registrable
Securities”) as each such Holder may request in writing; provided, however, that if the Company has
been advised by the managing underwriter for such offering, or the Company
reasonably determines, that the inclusion of Registrable Securities for sale
for the benefit of the Holders will have a material adverse effect on the
price, timing or distribution of the Common Stock in the offering, then the
amount of Registrable Securities to be offered for the accounts of Holders
shall be determined based on the provisions of Section 3(b) of this
Agreement. Each such Holder shall then have ten (10) Business Days after
receiving such notice to request inclusion of Registrable Securities in the
offering. If no request for inclusion from a Holder is received within the
specified time, such Holder shall have no further right to participate in such
offering. If, at any time after giving written notice of its intention to
undertake such offering and prior to the closing of such offering, the Company
shall determine for any reason not to undertake or to delay such offering, the
Company may, at its election, give written notice of such determination to the
Holders and, (i) in the case of a determination not to undertake such
offering, shall be relieved of its obligations under this Section 3(a) with
respect to such terminated offering, and (ii) in the case of a
determination to delay such offering, shall be permitted to delay offering any
Included Registrable Securities for the same period as the delay in the
offering. Any Holder shall have the right to withdraw such Holder’s request for
inclusion of such Holder’s Registrable Securities in such offering by giving
written notice to the Company of such withdrawal up to and including the time
of pricing of such offering. Notwithstanding the foregoing, any Holder may
deliver written notice (an “Opt Out Notice”)
to the Company 


 


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requesting that such Holder
not receive notice from the Company of any proposed offering; provided, that
such Holder may later revoke any such notice. It shall be a condition to
inclusion of any Holder’s Registrable Securities in a registration under this Section 3
that such Holder enter into an underwriting agreement with such customary terms
as the Company in good faith deems appropriate, with no terms more onerous to
the Holders than to the Company.


 


(b)                                 If the managing
underwriter of any proposed offering of Common Stock pursuant to Section 3(a) advises
the Company, or the Company reasonably determines, that the total amount of
Common Stock that the Holders and any other persons intend to include in such
offering exceeds the number of shares that can be sold in such offering without
being likely to have a material adverse effect on the price, timing or
distribution of the Common Stock offered or the market for the Common Stock,
then the Common Stock to be included in such offering shall include the number
of Registrable Securities that such managing underwriter advises the Company,
or the Company reasonably determines, can be sold without having such adverse
effect, with such number to be allocated (i) first, to the Company, (ii) second,
pro rata to the Holders, who have requested participation in such offering, (iii) third,
to any other persons.  The pro rata
allocations for each such Holder shall be the product of (a) the aggregate
number of shares of Common Stock proposed to be sold by all Holders in such
offering multiplied by (b) a fraction the numerator of which is the number
of Shares of Common Stock proposed to be included by such Holder and the
denominator of which is the aggregate number of Shares of Common Stock proposed
to be sold by all Holders participating in the offering.  As of the date of execution of this Agreement,
there are no other persons with registration rights relating to Common Stock
other than the rights provided for in this Agreement.


 


Section 4.
Registration Procedures. In
connection with the registration obligations of the Company under Section 2,
the Company shall:


 


(a)                                  at least three
Business Days before the initial filing of any Registration Statement with the
SEC, furnish to requesting Holders copies of all such documents proposed to be
filed and use reasonable efforts to reflect in each such document when so filed
with the SEC such comments as the Holders reasonably shall propose within three
Business Days of the delivery of such copies to the Holders;


 


(b)                                 subject to Section 4(i),  prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement continuously effective for the
applicable Effectiveness Period, cause the related Prospectus to be
supplemented by any required Prospectus supplement under the Securities Act,
and use reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all Shares covered by such
Registration Statement during the Effectiveness Period in accordance with the
intended methods of disposition by the selling security holders thereof set
forth in such Registration Statement as so amended or such Prospectus as so
supplemented;


 


(c)                                  as promptly as
reasonably practicable give notice to the Holders (i) when any Prospectus,
Prospectus supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective (provided, 


 


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however, that the
Company shall not be required by this clause (i) to notify the
Holders of the filing of a Prospectus supplement that does nothing more
substantive than name one or more Holders as selling security holders), (ii) of
any request, following the effectiveness of a Registration Statement under the
Securities Act, by the SEC or any other federal or state governmental authority
for amendments or supplements to such Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC
or any other federal or state governmental authority of any stop order or
injunction suspending or enjoining the use of any Prospectus or the
effectiveness of a Registration Statement or the initiation or threatening of
any proceedings for that purpose, (iv) of the receipt by the Company of
any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event that makes any statement made
in a Registration Statement or the related Prospectus untrue in any material
respect or that requires changes in order to make the statements therein not
misleading;


 


(d)                                 use reasonable
efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale
in any jurisdiction in which they have been qualified for sale, in either case
at the earliest possible moment;


 


(e)                                  if reasonably
requested in writing by any Holder, as promptly as reasonably practicable
incorporate in a Prospectus supplement or post-effective amendment to a
Registration Statement such information as such Holder shall, following
consultation with nationally recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective
amendment; provided that the Company shall not be required to take any
actions under this Section 4(e) that are not, in the reasonable
opinion of counsel for the Company, in compliance with applicable law;


 


(f)                                    as promptly as
reasonably practicable after the filing of such documents with the SEC, furnish
to each Holder, upon request and without charge, at least one conformed copy of
the Registration Statement and any amendment thereto, including financial
statements, but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits (unless requested in writing
to the Company by such Holder);


 


(g)                                 during the
applicable Effectiveness Period, deliver to each Holder in connection with any
sale of Registrable Securities pursuant to a Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such
Registrable Securities and any amendment or supplement thereto as such Holder
may reasonably request in writing; and the Company hereby consents to the use
of such Prospectus or each amendment or supplement thereto by each Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein;


 


(h)                                 prior to any
offering of the Registrable Securities pursuant to a Registration Statement,
use reasonable efforts to register or qualify or cooperate with the Holders in
connection with the registration or qualification (or exemption from such
registration or 


 


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qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Holder reasonably
requests in writing (which request may be included in the Notice and
Questionnaire), it being agreed that no such registration or qualification will
be made unless so requested; prior to any offering of the Registrable
Securities pursuant to any Shelf Registration Statement, use reasonable efforts
to keep each such registration or qualification (or exemption therefrom)
effective during the applicable Effectiveness Period in connection with such
Holder’s offer and sale of Registrable Securities pursuant to such registration
or qualification (or exemption therefrom) and do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of
such Registrable Securities in the manner set forth in the relevant
Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as
a dealer in securities in any jurisdiction where it is not otherwise qualified
or (ii) take any action that would subject it to general service of
process in suits or to taxation in any such jurisdiction where it is not then
so subject;


 


(i)                                     upon the
occurrence of any event contemplated by 3(c)(v), prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file
any other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a Registration
Statement, subject to the next sentence, use reasonable efforts to cause it to
be declared effective as promptly as is reasonably practicable, and give notice
to the Holders listed as selling security holders in such Prospectus that the
availability of the Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice,
each such Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Holder’s receipt of copies of the
supplemented or amended Prospectus or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus. The Company shall use reasonable efforts to
ensure that the use of the Prospectus may be resumed as promptly as is
practicable, except that if in the sole judgment of the Company public
disclosure of a material fact or event would be prejudicial to or contrary to
the interests of the Company, or if necessary to avoid unreasonable burden or
expense, the Company may delay such action for so long as reasonably
practicable and until such suspension is no longer appropriate, provided in no
event shall the Company be permitted to suspend the use of a Prospectus for a
period in excess of 25 days in any 3-month period or an aggregate of 75 days in
any 12-month period except in connection with pending or potential acquisitions
or similar transactions;


 


(j)                                     if reasonably
requested in writing in connection with a disposition of Registrable Securities
pursuant to a Registration Statement, make reasonably available for inspection
during normal business hours by a representative for the Holders of such
Registrable Securities and any broker-dealers, attorneys and accountants
retained by such Holders, all 


 


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relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the appropriate executive officers, directors and
designated employees of the Company and its subsidiaries to make reasonably
available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition,
in each case as is customary for similar “due diligence” examinations; provided, however, that
such persons shall first agree in writing with the Company that any information
that is reasonably designated by the Company in writing as confidential at the
time of delivery of such information shall be kept confidential by such persons
and shall be used solely for the purposes of exercising rights under this
Agreement, unless (i) disclosure of such information is required by court
or administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law
(including any disclosure requirements pursuant to federal securities laws in
connection with the filing of any Registration Statement or the use of any
Prospectus referred to in this Agreement), (iii) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard by any such person or (iv) such information becomes
available to any such person from a source other than the Company and such
source is not bound by a confidentiality agreement or other obligation of
confidentiality; and provided further that the foregoing inspection and
information gathering shall, to the greatest extent possible, be coordinated on
behalf of all the Holders and the other parties entitled thereto by a single
representative; provided that, to the extent required by applicable law, any
confidential information shall be disclosed in the Registration Statement;


 


(k)                                  comply with all
applicable rules and regulations of the SEC and make generally available
to its security holders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no
later than the time period prescribed by the SEC for filing a Form 10-Q
after the end of any 12-month period (or the time period prescribed by the SEC
for filing a Form 10-K after the end of any 12-month period if such period
is a fiscal year) commencing on the first day of the first fiscal quarter of
the Company commencing after the effective date of a Registration Statement,
which statements shall cover said 12-month periods;


 


(l)                                     cooperate with
each Holder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities sold pursuant to a Registration Statement,
and cause such Registrable Securities to be registered in such names as such
Holder may request in writing at least two Business Days prior to any sale of
such Registrable Securities; and


 


(m)                               if any Holder
could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11)
of the Securities Act, in connection with an offering in respect of any
registration of the Company’s securities of any Holder pursuant to this
Agreement, and any amendment or supplement thereof, cooperate with such Holder
in allowing such Holder to conduct customary “underwriter’s due diligence” with
respect to the Company and satisfy its obligations in respect thereof. In
addition, at such Holder’s request, the Company will use reasonable best
efforts to furnish to such Holder, letters from the Company’s independent
certified public accountants in form and substance as is customarily given by
independent 


 


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certified public accountants
to underwriters in an underwritten public offering, addressed to such Holder,
and an opinion of counsel representing the Company, in form, scope and
substance as is customarily given in an underwritten public offering, including
a standard “10b-5” opinion for such offering, addressed to such Holder.


 


Section 5. Holders’
Obligations. Each Holder agrees that it shall not be entitled to
sell any of such Registrable Securities pursuant to a Registration Statement
unless such Holder has furnished the Company with a properly completed Notice
and Questionnaire within ten Business Days after the date the Company sends the
Notice and Questionnaire as provided in Section 2(d) herein. In
addition, each Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Holder not misleading, any other information regarding
such Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Registration Statement under applicable law or
pursuant to SEC comments and any information otherwise required by the Company
to comply with applicable law or regulations. Each Holder agrees, following
receipt of a Deferral Notice, that it will suspend sales under a registration
statement until it is advised in writing by the Company that sales may resume
and that it will not disclose the fact that it has received a Deferral Notice.


 


Section 6. Registration
Expenses. The Company shall bear all fees and expenses incurred
in connection with the performance by the Company of its obligations under
Sections 2 and 4. Such fees and expenses shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (x) with respect to filings required to be
made with the Financial Institutions Regulatory Authority and (y) of compliance
with federal and state securities or Blue Sky laws to the extent such filings
or compliance are required pursuant to this Agreement); (ii) printing
expenses; (iii) fees and expenses of counsel to the Company; (iv) the
fees and expenses of the independent public accountants of the Company,
including the expenses of any special audits or cold comfort letters; and (v) legal
fees and expenses of one counsel to the Holders as a group, as designated by
the Holders of a majority of Registrable Securities. Notwithstanding the
foregoing, in no event shall the Company bear any other fees and expenses for
the holders or underwriting discounts, commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.


 


Section 7. Indemnification;
Contribution.


 


(a)                                                                                  The Company
agrees to indemnify and hold harmless the Holders and their directors and
officers and each person, if any, who controls any Holder within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act, as follows:


 


(i)                                                                                     against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, arising
out of any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact included in the
Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
in order to make the 


 


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statements
therein, in the light of the circumstances under which they were made, not
misleading;


 


(ii)                                                                                  against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, provided that
(subject to Section 7(d)) any such settlement is effected with the prior
written consent of the Company (which shall not be unreasonably withheld); and


 


(iii)                                                                               subject to Section 7(c),
against any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or
(ii) of this Section 7(a);


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the
Holder, expressly for use in a Registration Statement (or any amendment
thereto), or Prospectus (or any amendment or supplement thereto); provided
further that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense (1) arising from an offer or sale of
Registrable Securities occurring during any period, if a Deferral Notice was
given to such Holder in accordance with Section 4(i), or (2) if the
Holder fails to deliver at or prior to the written confirmation of sale, the
most recent Prospectus, as amended or supplemented, and such Prospectus, as
amended or supplemented, would have corrected such untrue statement or omission
or alleged untrue statement or omission of a material fact and the delivery
thereof was required by law.


 


(b)                                                                                 In connection
with any Shelf Registration in which a Holder is participating, in furnishing
information relating to such Holder of Registrable Securities to the Company in
writing expressly for use in such Registration Statement, the Prospectus or any
amendments or supplements thereto, each such Holder agrees, severally and not
jointly, to indemnify and hold harmless the other Holders and each person, if
any, who controls the other Holders within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act and the Company,
and each person, if any, who controls the Company within the meaning of either
such section, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 7(a), as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such Holder expressly for use in the Registration Statement (or
any amendment thereto) or the Prospectus (or any amendment or supplement
thereto).


 


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(c)                                  Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have
otherwise than on account of these indemnity provisions. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain a
separate firm as its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the representation of both the
indemnifying party and the indemnified party by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (A) in the case of
indemnification under Section 7(a), the reasonable fees and expenses
of more than one firm (in addition to any local counsel) for the Holders, and
all persons, if any, who control the Holders within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act or (B) in the
case of indemnification under Section 7(b), the reasonable fees and
expenses of more than one firm (in addition to any local counsel) for the
Company, their directors, and each person, if any, who controls the Company
within the meaning of either such Section, and that all such reasonable fees
and expenses shall be reimbursed as they are incurred. In the event a separate
firm is retained for the Holders, and control persons of the Holders, such firm
shall be designated in writing by the Holders. In the event a separate firm is
retained for the Company, and such directors, officers and control persons of
the Company, such firm shall be designated in writing by the Company. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of
which indemnification or contribution could be sought under this Section 7
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party (which may be conditioned on a
cross release from such indemnified party, which shall not be unreasonably
withheld) from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


 


(d)                                 If at any time
an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement effected without its written
consent if (i) such settlement is entered into more than 60 days after receipt
by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 45
days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement; provided
that an indemnifying party shall not be liable for any such 


 


11

















 


settlement effected without
its consent if such indemnifying party (1) reimburses such indemnified
party in accordance with such request to the extent it considers such request
to be reasonable and (2) provides written notice to the indemnified party
describing any  unpaid balance it
believes is unreasonable and the reasons therefor, in each case prior to the
date of such settlement.


 


(e)                                  If the
indemnification to which an indemnified party is entitled under this Section 7
is for any reason unavailable to or insufficient although applicable in
accordance with its terms to hold harmless an indemnified party in respect of
any losses, liabilities, claims, damages or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.


 


The relative fault of the
Company on the one hand and the Holders on the other hand shall be determined
by reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Holder
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 7(e) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 7(e). The aggregate amount of losses, liabilities, claims,
damages, and expenses incurred by an indemnified party and referred to above in
this Section 7(e) shall be deemed to include any out-of-pocket legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


 


Notwithstanding the
provisions of this Section 7, no Holder shall not be required to indemnify
or contribute any amount in excess of the amount by which the total price at
which the Registrable Securities sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


 


No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.


 


For purposes of this Section 7(e),
each person, if any, who controls the any Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the
same rights to contribution as such Holder, and each person, if any, who
controls 


 


12

















 


the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Company.


 


(f)                                    The provisions
of this Section 7 shall be in addition to any other rights to
indemnification or contribution that an indemnified party may have pursuant to
law, equity or otherwise.


 


Section 8.
Information Requirements.
The Company covenants that if at any time before the end of an Effectiveness
Period the Company is not subject to the reporting requirements of the Exchange
Act, it will cooperate with any Holder and take such further reasonable action
as any Holder may reasonably request in writing (including, without limitation,
making such reasonable representations as any such Holder may reasonably
request), all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act
within the limitations of Rule 144 under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon
the written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company’ most recent report
required to be filed and filed pursuant to Section 13 or Section 15(d) of
the Exchange Act. Notwithstanding the foregoing, nothing in this Section 8
shall be deemed to require the Company to register any of its securities under
any section of the Exchange Act.


 


Section 9.
Limitation on Subsequent Registration
Rights. From and after the date hereof, the Company shall not,
without the prior written consent of the Holders of a majority of the
outstanding Registrable Securities, enter into any agreement with any current
or future holder of any securities of the Company that would grant registration
rights to such current or future holder or allow such current or future holder
to require the Company to include securities in any registration statement
filed by the Company, in either case on a basis that would adversely effect the
rights granted to the Holders hereunder.


 


Section 10. Miscellaneous


 


(a)                                  No Conflicting Agreements. The Company is not, as of
the date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to the Company’s securities
that conflicts with the rights granted to the Holders in this Agreement. The
Company represents and warrants that the rights granted to the Holders
hereunder do not in any way conflict with the rights granted to the holders of
the Company’s securities under any other agreements.


 


(b)                                 Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority of the then outstanding Shares constituting
Registrable Securities. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose Shares are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of at least a majority of the 


 


13

















 


Registrable Securities being
sold by such Holders pursuant to such Registration Statement; provided
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 10(b), whether or not
any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.


 


(c)                                  Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, by
telecopier, by courier guaranteeing overnight delivery or by first-class mail,
return receipt requested, and shall be deemed given (i) when made, if made
by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one
Business Day after being deposited with such courier, if made by overnight
courier, or (iv) on the date indicated on the notice of receipt, if made
by first-class mail, to the parties as follows:


 


(i)                                     if to a holder
of Shares that is not a Holder, at the address for such holder then appearing
in the books of the Company;


 


(ii)                                  if to a Holder,
at the most current address given by such Holder to the Company in a Notice and
Questionnaire or any amendment thereto; and


 


(iii)                               if to the
Company, to:


 


Georgia Gulf Corporation

115 Perimeter Center Place, Suite 460

Atlanta, Georgia 30346

Telephone No. (770) 395-4500

Facsimile No. (770) 395-4529

Attention: General Counsel


 


with a copy to:


 


Jones Day

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Telephone No. (404) 581-8255

Facsimile No. (404) 581-8330

Attention: Lisa A. Stater, Esq.


 


(d)                                 Approval of Holders. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or their
Affiliates (other than the Holders if such Holders are deemed to be such
Affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 


14

















 


(e)                                  Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties hereto provided, however, no successor or assignee of a Holder shall
have any rights hereunder unless such person has become a Holder as defined
herein.


 


(f)                                    Recapitalization, Exchanges, Etc. Affecting the Common Stock. The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all securities of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for or in
substitution of, the Registrable Securities, and shall be appropriately
adjusted for combinations, unit splits, recapitalizations and the like
occurring after the date of this Agreement.


 


(g)                                 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.


 


(h)                                 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)                                     Governing Law. The laws of the State of New York shall
govern this Agreement without regard to principles of conflict of laws.


 


(j)                                     Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law.


 


(k)                                  Entire Agreement. This Agreement is intended
by the parties hereto as a final expression of their agreement and is intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties hereto with respect to such registration rights.


 


(l)                                     Termination. This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the later of the First
Effectiveness Period and the Second Effectiveness Period, except for any
liabilities or obligations under Sections 7 and 8 hereof, which shall remain in
effect in accordance with their terms.


 


15

















 


This Agreement is being
signed effective as of the date first written above.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
  GEORGIA
  GULF CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel I. Beerman

  
	
   

  	
  Name:

  	
  Joel
  I. Beerman

  
	
   

  	
  Title:

  	
  Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNING
  HOLDERS:

  
	
   

  	
   

  
	
   

  	
  FIDELITY
  SUMMER STREET TRUST: FIDELITY CAPITAL & INCOME FUND;

  
	
   

  	
  FIDELITY
  ADVISOR SERIES I: ADVISOR HIGH INCOME ADVANTAGE FUND;

  
	
   

  	
  FIDELITY
  ADVISOR SERIES II: FIDELITY ADVISOR STRATEGIC INCOME FUND;

  
	
   

  	
  MASTER
  TRUST BANK OF JAPAN LTD RE: FIDELITY US HIGH YIELD;

  
	
   

  	
  FIDELITY
  SCHOOL STREET TRUST: FIDELITY STRATEGIC INCOME FUND;

  
	
   

  	
  FIDELITY
  PURITAN TRUST: FIDELITY PURITAN FUND;

  
	
   

  	
  FIDELITY
  SECURITIES FUND: FIDELITY LEVERAGED COMPANY STOCK FUND;

  
	
   

  	
  VARIABLE
  INSURANCE PRODUCTS FUND V: STRATEGIC INCOME PORTFOLIO;

  
	
   

  	
  FIDELITY
  FUNDS – US HIGH INCOME;

  
	
   

  	
  FIDELITY
  ADVISOR SERIES I: FIDELITY ADVISOR LEVERAGED STOCK FUND;

  
	
   

  	
  FIDELITY
  INVESTMENTS CANADA ULC, as Trustee of the Fidelity American High Yield Fund;
  and

  
	
   

  	
  FIDELITY
  INVESTMENTS CANADA ULC, as Trustee of the Fidelity Canadian Asset Allocation
  Fund

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Murphy

  
	
   

  	
  Name:
  Paul Murphy

  
	
   

  	
  Title: Assistant Treasurer

  
				



 


[signature
page to registration rights agreement]


 

















 


	
   

  	
  THE
  JAPAN TRUSTEE SERVICES BANK LTD RE: STB FIDELITY STRATEGIC INCOME FUND
  MOTHER;

  
	
   

  	
  FIDELITY
  GLOBAL BOND SERIES – US DOLLAR MONTHLY INCOME – US HIGH YIELD POOL;

  
	
   

  	
  ILLINOIS
  MUNICIPAL RETIREMENT FUND;

  
	
   

  	
  THE
  JAPAN TRUSTEE SERVICE BANK LTD RE: MATB FIDELITY HIGH YIELD BOND OPEN MOTHER;

  
	
   

  	
  PENSION
  INVESTMENT COMMITTEE OF GENERAL MOTORS FOR GENERAL MOTORS EMPLOYEE DOMESTIC
  GROUP PENSION TRUST;

  
	
   

  	
  COMMONWEALTH
  OF MASSACHUSETTS PENSION RESERVE INVESTMENT MANAGEMENT BOARD; and

  
	
   

  	
  IG
  CAA HIGH YIELD SEC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Censorio

  
	
   

  	
  Name:
  Dave Censorio

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  PIONEER INVESTMENT MANAGEMENT, INC., as advisor to:

  
	
   

  	
   

  
	
   

  	
  Pioneer
  High Yield Fund;

  
	
   

  	
  Pioneer
  Global High Yield Fund;

  
	
   

  	
  Pioneer
  Strategic Income Fund;

  
	
   

  	
  Pioneer
  High Income Trust;

  
	
   

  	
  Pioneer
  Strategic Income VCT Portfolio;

  
	
   

  	
  Pioneer
  High Yield VCT Portfolio;

  
	
   

  	
  Pioneer
  Funds – Global High Yield;

  
	
   

  	
  Pioneer
  Funds – Strategic Income;

  
	
   

  	
  Pioneer
  Funds Austria – Global High Yield Bond;

  
	
   

  	
  Pioneer
  Funds – U.S. High Yield;

  
	
   

  	
  Polish
  Dollar Bond Plus (US High Yield Bond) Open-End Investment Fund;

  
	
   

  	
  Met
  Investors Trust – Pioneer Strategic Income Portfolio;

  
	
   

  	
  ING
  Pioneer High Yield Portfolio;

  
	
   

  	
  Pioneer Diversified High
  Income Trust; and

  



 


17

















 


	
   

  	
  Pioneer
  Floating Rate Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth J. Taubes

  
	
   

  	
  Name:
  Kenneth J. Taubes

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  PIONEER INSTITUTIONAL ASSET MANAGEMENT, INC., as advisor to:

  
	
   

  	
   

  
	
   

  	
  Aberdeen
  High Grade Bond Fund (f/k/a Credit Suisse Asset Management High Grade Bond
  Fund);

  
	
   

  	
  Papaver
  Inc.;

  
	
   

  	
  University
  of Massachusetts Core Plus Portfolio; and

  
	
   

  	
  White
  Mountain Sub-Acct 193 Fund aka Symetra Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth J. Taubes

  
	
   

  	
  Name:
  Kenneth J. Taubes

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPITAL
  RESEARCH AND MANAGEMENT COMPANY, for and on behalf of the various funds it
  manages

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Macdonald

  
	
   

  	
  Name:
  Mark R. Macdonald

  
	
   

  	
  Title: Director

  



 


18

















 


GEORGIA
GULF CORPORATION


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Common Stock”), of Georgia Gulf Corporation, a Delaware
corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”)
a Registration Statement for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of July       , 2009 (the “Registration Rights Agreement”), among the
Company and the Holders named therein. A copy of the Registration Rights
Agreement is available from the Company upon request at the address set forth
below. All capitalized terms used and not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Rights Agreement.


 


Each
beneficial owner of Registrable Securities is entitled to the benefits of the
Registration Rights Agreement. In order to sell or otherwise dispose of any
Registrable Securities pursuant to the Registration Statement, a beneficial
owner of Registrable Securities generally will be required to be named as a
selling securityholder in the related prospectus, deliver a prospectus to
purchasers of Registrable Securities and comply with other customary procedures
and agree to be bound by those provisions of the Registration Rights Agreement
applicable to such beneficial owner (including certain indemnification
provisions, as described below). Beneficial owners are encouraged to complete
and deliver this Notice and Questionnaire promptly, as receipt of this Notice
and Questionnaire is required within ten Business Days after
                
      , 2009, the date the Company is sending
this Notice and Questionnaire, so that such beneficial owners may be named as
selling securityholders in the Prospectus at the time of effectiveness of the
Registration Statement. Any beneficial owner of Common Stock wishing to include
its Registrable Securities must deliver to the Company a properly completed and
signed Notice and Questionnaire.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related Prospectus. Accordingly, Holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Registration Statement and the related
Prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby
gives notice to the Company of its intention to sell or otherwise dispose of
Registrable Securities beneficially owned by it and listed below in Item 3
(unless otherwise specified under Item 3) pursuant to the Registration
Statement. The undersigned, by signing and returning this Notice and
Questionnaire, understands that it will be bound by the terms and conditions of
this Notice and Questionnaire and the Registration Rights Agreement.


 


Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company’s directors and officers and each person, if any,
who controls the Company within the meaning of either the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against
certain losses arising in connection with statements concerning the undersigned
made in the Registration Statement or the related prospectus in reliance upon
the information provided in this Notice and Questionnaire.


 


The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:


 
















 


QUESTIONNAIRE


 


1. Name.


 


(a) Full Legal Name of Selling Securityholder


 


 


(b) Full Legal Name of Registered Holder (if
not the same as (a) above) through which Registrable Securities Listed in
Item 3 below are held:


 


 


(c) Full Legal Name of DTC Participant (if
applicable and if not the same as (b) above) through which Registrable
Securities listed in (3) below are held:


 


 


(d) Full Legal Name of Natural Control Person
(which means a natural person who directly or indirectly alone or with others
has power to vote or dispose of the securities covered by the questionnaire):


 


 


2. Address for Notices to Selling Securityholder:


 


                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

Telephone:    
                                                                                                                  

FAX:    
                                                                                                                            

Contact Person:


 


3. Beneficial Ownership of Registrable Securities:


 


(a) Type and Principal Amount of Registrable
Securities beneficially owned:


 


   
                                                                                                                                    




(b) CUSIP No(s). of Registrable Securities
beneficially owned:


 


 


 


2

















 


4. Beneficial Ownership of Other Securities of the
Company Owned by the Selling Securityholder.


 


Except as set forth below in this Item 4, the
undersigned is not the beneficial or registered owner of any securities of the
Company other than the Registrable Securities listed above in Item 3.


 


(a) Type and Amount of Other Securities beneficially
owned by the Selling Securityholder:


 


 


 


(b) CUSIP No(s). of Other Securities
beneficially owned:


 


 


 


5. Relationship with the Company:


 


Except as set forth below, neither the undersigned
nor any of its affiliates, officers, directors or principal equityholders (5%
or more) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years.


 


State
any exception here:


 


 


 


6. Broker-Dealer Status:


 


(a) Are you a broker-dealer?


 


 ̈ No                               ̈ Yes


 


Note: If yes,
please answer questions (i) and (ii) and note that the Commission’s
staff has indicated that you should be identified as an underwriter in the
Registration Statement.


 


(i) Did Selling Securityholder acquire the
Registrable Securities for investment purposes?


 


 ̈ No                               ̈ Yes


 


(ii) If you answered “No”,
please explain your reason for acquiring the Registrable Securities:


 


 


 


(b) Are you an
affiliate of a broker-dealer?


 


 ̈ No                               ̈ Yes


 


(c) If you are an affiliate of a broker-dealer,
do you certify that you bought the Registrable Securities in the ordinary
course of business, and at the time of the purchase of the Registrable
Securities to be resold, you 


 


3

















 


had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?


 


 ̈ No                               ̈ Yes


 


7. Nature of Selling Securityholder:


 


(a) Is the Selling Securityholder a reporting
company under the Exchange Act, a majority owned subsidiary of a reporting
company under the Exchange Act, or a registered investment company under the
Investment Company Act of 1940, as amended?


 


 ̈ No                               ̈ Yes


 


 (b) If
your response to (a) above is “Yes,” please
provide the name of the reporting company or registered investment company and
indicate if the named company is a reporting company under the Exchange Act or
a registered investment company under the Investment Company Act.


 


 


 


(c) If your response to (a) above is “No,” please provide the natural person or persons having
voting and investment control over the Registrable Securities.


 


 


 


8. Plan of Distribution:


 


The undersigned (including its
donees or pledgees) intends to distribute the Registrable Securities listed
above in Item (3) pursuant to the Registration Statement only as follows
(if at all): Such Registrable Securities may be sold from time to time directly
by the undersigned or alternatively, through underwriters, broker-dealers or
agents. If the Registrable Securities are sold through underwriters or
broker-dealers, the Selling Securityholder will be responsible for underwriting
discounts or commissions or agent’s commissions. Such Registrable Securities
may be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the time of sale,
or at a negotiated price. Such sales may be effected in transactions (which may
involve block transactions) (i) on any national securities exchange or
quotation service on which the Registrable Securities may be listed or quoted
at the time of sale, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. In
connection with sales of the Registrable Securities or otherwise, the
undersigned may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the Registrable Securities and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such securities.
In no event will such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities.


 


The
undersigned acknowledges that it understands its obligation to comply with the
provisions of the Exchange Act, and the rules thereunder relating to stock
manipulation, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Registrable Securities
pursuant to the Registration Statement. The undersigned agrees that neither it
nor any person acting on its behalf will engage in any transaction in violation
of such provisions.


 


4

















 


The
Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement, including its obligations to indemnify and hold
harmless certain persons as set forth therein.


 


Pursuant
to the Registration Rights Agreement, the Company has agreed under certain
circumstances to indemnify the Selling Securityholder against certain
liabilities.


 


In
accordance with the undersigned’s obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion
in the Registration Statement, the undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that
may occur subsequent to the date hereof at any time while the Registration
Statement remains effective. All notices hereunder and pursuant to the
Registration Rights Agreement shall be made in writing at the address set forth
below.


 


By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to items (1) through (8) above and
the inclusion of such information in the Registration Statement and the related
Prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related Prospectus.


 


Once
this Notice and Questionnaire is executed by the Selling Securityholder, the
terms of this Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, inure to the benefit of, and be
enforceable by the Company. This Agreement shall be governed in all respects by
the laws of the State of New York.


 


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IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
  Beneficial
  Owner:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


Jones Day

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309

Telephone No. (404) 581-8255

Facsimile No. (404) 581-8330

Attention: Lisa A. Stater, Esq.


 


[signature page to questionnaire]