Exhibit 10.6


 


	
   

  



 


 


SEVENTH SUPPLEMENTAL INDENTURE


 


dated as of July 27, 2009


 


to


 


INDENTURE


 


dated as of December 3, 2003


 


Among


 


GEORGIA GULF CORPORATION,


 


EACH OF THE SUBSIDIARY GUARANTORS PARTY THERETO


 


And


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


 


7 1/8% SENIOR NOTES DUE 2013


 


	
   

  



 

















 


SEVENTH SUPPLEMENTAL INDENTURE


 


This Seventh Supplemental Indenture, dated as of July 27,
2009 (this “Supplemental Indenture”), is among Georgia Gulf Corporation,
a Delaware corporation (together with its successors and assigns, “GGC”), each existing Subsidiary
Guarantor under the Indenture referred to below, and U.S. Bank National
Association, a national banking association (as successor to SunTrust Bank, a
Georgia banking corporation), as trustee under the Indenture referred to below
(the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, GGC, the Subsidiary Guarantors and the
Trustee have heretofore executed and delivered an Indenture, dated as of December 3,
2003, by and among GGC, the Subsidiary Guarantors named therein and the
Trustee, as amended by that certain First Supplemental Indenture, dated as of April 24,
2007, by and among GGC, the Subsidiary Guarantors named therein and the
Trustee, that certain Second Supplemental Indenture, dated as of May 23,
2008, by and among GGC, the Subsidiary Guarantors named therein and the
Trustee, that certain Third Supplemental Indenture, dated as of June 4,
2008, by and among GGC, the Subsidiary Guarantors named therein and the
Trustee, that certain Fourth Supplemental Indenture, dated as of September 29,
2008, by and among GGC, the Subsidiary Guarantors named therein and the
Trustee, that certain Fifth Supplemental Indenture, dated as of October 23,
2008, by and among GGC, the Subsidiary Guarantors named therein and the Trustee
and that certain Sixth Supplemental Indenture, dated as of April 13, 2009,
by and among GGC, the Subsidiary Guarantors named therein and the Trustee (as
amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of the 7 1/8% Senior Notes due 2013 of GGC (the “Securities”);


 


WHEREAS, GGC has offered to exchange (the “Offer”)
the outstanding Securities for shares of its convertible preferred stock,
$23.89 stated value per share (subject to adjustment) and shares of its common
stock, $0.01 par value per share, and has solicited consents of Holders of
outstanding Securities to certain amendments to eliminate substantially all of
the restrictive covenants, and modify certain events of default and other
related provisions, in the Indenture (the “Amendments”), in each case
upon the terms and subject to the conditions set forth in the Amended and
Restated Confidential Offering Memorandum and Consent Solicitation Statement
dated July 2, 2009 (the “Offering Memorandum”);


 


WHEREAS, GGC and the Subsidiary Guarantors desire to
supplement the Indenture to amend certain covenants and other terms and
provisions contained in the Indenture as contemplated by the Amendments;


 


WHEREAS, the Board of Directors of GGC has
determined that it is in the best interests of GGC and the Subsidiary
Guarantors to make the Amendments;


 


WHEREAS, Section 9.2 of the Indenture
provides, among other things, that GGC, the Subsidiary Guarantors and the
Trustee may amend the Indenture with the consent of Holders of at least a
majority in principal amount of the Securities then outstanding;


 

















 


WHEREAS, as of the date hereof, $100,000,000
aggregate principal amount of Securities are issued and outstanding under the
Indenture;


 


WHEREAS, Section 9.3 of the Indenture
provides that every amendment to the Indenture or the Securities shall comply
with the Trust Indenture Act as then in effect;


 


WHEREAS, pursuant to a consent solicitation by GGC,
GGC received and delivered to the Trustee consents of Holders of at least a
majority in aggregate principal amount of the then-outstanding Securities
consenting to the Amendments to the Indenture that require such consent, which
Amendments are set forth herein; and


 


WHEREAS, upon execution and delivery of this
Supplemental Indenture, all things necessary to make this Supplemental
Indenture a valid and legally binding agreement of GGC and each of the
Subsidiary Guarantors have been done;


 


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


 


ARTICLE I


 


Definitions


 


SECTION 1.1  Defined
Terms.  As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recitals hereto
are used herein as therein defined.  The
words “herein,” “hereof” and “hereby” and other words of similar import used in
this Supplemental Indenture refer to this Supplemental Indenture as a whole and
not to any particular section hereof.


 


ARTICLE II


 


Amendments


 


SECTION 2.1  Deletion
of Certain Sections and Subsections of the Indenture.  The text of each of the following sections
and subsections of the Indenture is hereby deleted in its entirety and replaced
with the text “[Intentionally Omitted]”:


 


(a)                                  Section 3.2 (SEC Reports and
Available Information);


 


(b)                                 Section 3.3 (Limitation on
Indebtedness);


 


(c)                                  Section 3.4 (Limitation on
Restricted Payments);


 


(d)                                 Section 3.5 (Limitation on Restrictions
on Distributions from Restricted Subsidiaries);


 


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(e)                                  Section 3.7 (Limitation on Affiliate
Transactions);


 


(f)                                    Section 3.9 (Limitation on Sales of
Capital Stock of Restricted Subsidiaries);


 


(g)                                 Section 3.10 (Limitation on Liens);


 


(h)                                 Section 3.11 (Future Subsidiary
Guarantors);


 


(i)                                     Section 3.12 (Limitation on Lines of
Business);


 


(j)                                     Section 3.13 (Maintenance of Office
or Agency);


 


(k)                                  Section 3.14 (Corporate Existence);


 


(l)                                     Section 3.16 (Payments for Consent);


 


(m)                               Section 3.17 (Compliance
Certificate);


 


(n)                                 Section 3.18 (Further Instruments
and Acts);


 


(o)                                 Section 3.19 (Statement by Officers
as to Default);


 


(p)                                 Section 4.1 (Merger and
Consolidation);


 


(q)                                 Subsections (6), (9) and (11) of Section 6.1
(Events of Default); and


 


(r)                                    Subsections (2), (3), (4), (5), (6), (7),
(8) and (9) of Section 8.2 (Conditions to Defeasance).


 


SECTION 2.2  Amendment
to Table of Contents.  The Table of
Contents of the Indenture is amended by deleting the titles to Sections 3.2,
3.3, 3.4, 3.5, 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16, 3.17, 3.18, 3.19
and 4.1 and inserting the text “[Intentionally Omitted]”.


 


SECTION 2.3  Amendment
and Elimination of Certain Definitions. 
Any defined terms present in the Indenture, but no longer used as a
result of the Amendments made pursuant to this Article II, are hereby
eliminated.  Sections 1.1 and 1.2 of the
Indenture are hereby amended by deleting in its entirety the definition of each
of the terms that is used in the Indenture only in the sections and subsections
deleted pursuant to Section 2.1 hereof.


 


SECTION 2.4  Amendment
and Elimination of Certain Section References.  The Indenture is amended by deleting all
references to sections and subsections of the Indenture that are deleted
pursuant to Section 2.1 hereof.


 


SECTION 2.5  Amendment
to the Securities and Guarantees. 
The Securities and Guarantees are amended to delete all provisions
inconsistent with the Amendments to the Indenture made pursuant to this Article II.


 


SECTION 2.6  Amendment
of Payment Provision.  The text of Section 3.1
of the Indenture is hereby deleted in its entirety and replaced with the
following text:


 


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“SECTION 3.1. Payment
of Securities. The Company shall promptly pay the principal of and
interest on the Securities on the dates and in the manner provided in the
Securities and in this Indenture. 
Principal and interest shall be deemed paid on the date due if on or
prior to such date the Trustee or the Paying Agent holds in accordance with
this Indenture money sufficient to pay all principal and interest due on such
date and the Trustee or the Paying Agent, as the case may be, is not prohibited
from paying such money to the Securityholders on the date due pursuant to the
terms of this Indenture.


 


The Company shall pay interest on overdue principal
at the rate specified therefor in the Securities, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


 


Notwithstanding anything to the contrary contained
in this Indenture, the Company may, to the extent it is required to do so by
law, deduct or withhold income or other similar taxes imposed by the United
States of America from principal or interest payments hereunder.


 


Nothing in this Section 3.1 shall in any way be
deemed to alter or modify the provisions contained in Article VIII hereof,
including, without limitation, the conditions to defeasance set forth in Section 8.2.”


 


ARTICLE III


 


Effectiveness


 


SECTION 3.1  Effectiveness;
Operativeness; Termination.  This
Supplemental Indenture shall be effective and binding immediately upon its
execution by the parties hereto but, notwithstanding an earlier execution date,
the Amendments set forth in Article II of this Supplemental Indenture
shall not become operative until the settlement date of the Offer as set forth
in the Offering Memorandum; provided, however, that if the Offer is terminated
or withdrawn, or the Securities are not accepted for exchange, the Amendments
set forth in Article II of this Supplemental Indenture will not become
operative.  Prior to such settlement
date, GGC may terminate this Supplemental Indenture upon written notice to the
Trustee.


 


ARTICLE IV


 


Miscellaneous


 


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


 


SECTION 4.2  Governing
Law.  This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.


 


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


 


SECTION 4.4  Ratification
of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, each of the
Indenture and the Securities and Guarantees outstanding thereunder is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. 
This Supplemental Indenture shall form a part of, and shall be read and
construed together with, the Indenture for all purposes, and every Holder of
Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.


 


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


 


SECTION 4.6  Successors.  All agreements of GGC in this Supplemental
Indenture shall bind its successors.  All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.  All agreements of each
Subsidiary Guarantor in this Supplemental Indenture shall bind its successors.


 


SECTION 4.7  Trust
Indenture Act Controls.  If any
provision of this Supplemental Indenture limits, qualifies, or conflicts with
the duties imposed by Trust Indenture Act Section 318(c), the imposed
duties shall control.


 


SECTION 4.8  Headings.  The headings of the Articles and the Sections
in this Supplemental Indenture are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.


 


[Remainder of Page Blank—Signature Pages Follow]


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Seventh Supplemental Indenture 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;

  
	
   

  	
  GEORGIA
  GULF LAKE CHARLES, LLC;

  
	
   

  	
  GREAT
  RIVER OIL & GAS CORPORATION;

  
	
   

  	
  ROME DELAWARE CORP.;

  
	
   

  	
  ROYAL
  PLASTICS GROUP (U.S.A.) LIMITED;

  
	
   

  	
  PLASTIC
  TRENDS, INC.;

  
	
   

  	
  ROYAL
  OUTDOOR PRODUCTS, INC.;

  
	
   

  	
  ROYAL
  WINDOW AND DOOR PROFILES PLANT 13 INC.;

  
	
   

  	
  ROYAL
  WINDOW AND DOOR PROFILES PLANT 14 INC.;

  
	
   

  	
  ROYAL
  MOULDINGS LIMITED; and

  
	
   

  	
  ROYAL
  GROUP SALES (USA) LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joel I. Beerman

  
	
   

  	
   

  	
  Name:
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL
  WINDOW COVERINGS (USA) L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  NOVO MANAGEMENT, INC., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joel I. Beerman

  
	
   

  	
   

  	
  Name:
  Joel I. Beerman

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
    (as
  successor to SUNTRUST BANK), as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jack Ellerin

  
	
   

  	
   

  	
  Authorized Signatory