Exhibit 10.8


 


	
   

  



 


 


SIXTH SUPPLEMENTAL INDENTURE


 


dated as of July 27, 2009


 


to


 


INDENTURE


 


dated as of October 3, 2006


 


Among


 


GEORGIA GULF CORPORATION,


 


EACH OF THE GUARANTORS PARTY THERETO


 


And


 


WILMINGTON TRUST FSB


 


as Trustee


 


 


10.75% SENIOR SUBORDINATED NOTES DUE 2016


 


	
   

  



 

















 


SIXTH SUPPLEMENTAL INDENTURE


 


This Sixth 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 Guarantor
under the Indenture referred to below, and Wilmington Trust FSB (as successor
to Bank of America, N.A., as successor by merger to LaSalle Bank National
Association), as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, GGC, the Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of October 3,
2006, by and among GGC, the 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 Guarantors named therein and the Trustee, that
certain Second Supplemental Indenture, dated as of April 14, 2008, by and
among GGC, the Guarantors named therein and the Trustee, that certain Third
Supplemental Indenture, dated as of June 13, 2008, by and among GGC, the
Guarantors named therein and the Trustee, that certain Fourth Supplemental
Indenture, dated as of October 22, 2008, by and among GGC, the Guarantors
named therein and the Trustee and that certain Fifth Supplemental Indenture,
dated as of April 13, 2009, by and among GGC, the Guarantors named therein
and the Trustee (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of the 10.75% Senior Subordinated Notes due 2016 of
GGC (the “Notes”);


 


WHEREAS, GGC has offered to exchange (the “Offer”)
the outstanding Notes 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
Notes 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 Offering
Memorandum and Consent Solicitation Statement dated July 2, 2009 (the “Offering
Memorandum”);


 


WHEREAS, GGC and the 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 Guarantors to make
the Amendments;


 


WHEREAS, Section 9.02 of the Indenture
provides, among other things, that GGC and the Trustee may amend or supplement
the Indenture and the Notes and the Note Guarantees with the consent of Holders
of at least a majority in aggregate principal amount of the then outstanding
Notes;


 


WHEREAS, as of the date hereof, $200,000,000
aggregate principal amount of Notes are issued and outstanding under the
Indenture;


 

















 


WHEREAS, Section 9.03 of the Indenture
provides that every amendment or supplement to the Indenture or the Notes will
be set forth in an amended or supplemental indenture that complies 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 Notes 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
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 Notes 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 4.02
(Maintenance of Office or Agency);


 


(b)                                 Section 4.03
(Reports);


 


(c)                                  Section 4.04
(Compliance Certificate);


 


(d)                                 Section 4.05
(Taxes);


 


(e)                                  Section 4.06
(Stay, Extension and Usury Laws);


 


(f)                                    Section 4.07
(Restricted Payments);


 


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(g)                                 Section 4.08
(Dividend and Other Payment Restrictions Affecting Subsidiaries);


 


(h)                                 Section 4.09
(Incurrence of Indebtedness and Issuance of Preferred Stock);


 


(i)                                     Section 4.10
(Asset Sales);


 


(j)                                     Section 4.11
(Transactions with Affiliates);


 


(k)                                  Section 4.12
(Liens);


 


(l)                                     Section 4.13
(Business Activities);


 


(m)                               Section 4.14
(Corporate Existence);


 


(n)                                 Section 4.15
(Offer to Repurchase Upon Change of Control);


 


(o)                                 Section 4.18
(Designation of Restricted and Unrestricted Subsidiaries);


 


(p)                                 Section 4.19
(No Layering of Debt);


 


(q)                                 Section 5.01
(Merger, Consolidation, or Sale of Assets);


 


(r)                                    Section 5.02
(Successor Corporation Substituted);


 


(s)                                  Subsections
(3), (5) and (6) of Section 6.01 (Events of Default); and


 


(t)                                    Subsections
(2), (3), (4), (5) and (6) of Section 8.04 (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 4.02,
4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
4.18, 4.19, 5.01 and 5.02 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 1.01 and 1.02 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 Notes and Guarantees.  The
Notes and Note 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 4.01
of the Indenture is hereby deleted in its entirety and replaced with the
following text:


 


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“Section 4.01                          Payment
of Notes.


 


The Company will pay or cause to be paid the
principal of, premium, if any, and interest and Additional Interest, if any,
on, the Notes on the dates and in the manner provided in the Notes. Principal,
premium, if any, and interest and Additional Interest, if any will be deemed
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds at any time and on any date prior to 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal,
premium, if any, and interest due on such date. The Company will pay all
Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.


 


The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Notes to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Additional Interest (without regard to
any applicable grace period) at the same rate to the extent lawful.


 


Nothing in this Section 4.01 shall in any way
be deemed to alter or modify the provisions contained in Article 8 hereof,
including, without limitation, the conditions to Legal or Covenant Defeasance
set forth in Section 8.04.”


 


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 Notes 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.


 


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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.


 


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 Notes and Note 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 Notes 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
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 Sixth 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

  



 

















 


	
   

  	
  WILMINGTON TRUST FSB

  (as successor to BANK OF AMERICA, N.A., as successor by merger to LASALLE
  BANK NATIONAL ASSOCIATION), as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Julie J. Becker

  
	
   

  	
   

  	
  Authorized Signatory