Exhibit 4.4  


GEORGIA GULF CORPORATION



$100,000,000



71/8% Senior Notes due 2013



EXCHANGE AND REGISTRATION RIGHTS AGREEMENT  


December 3,
2003 


J.P.
Morgan Securities Inc.

Banc of America Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

            Incorporated

Wachovia Securities, Inc. 


c/o
J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017 


Ladies
and Gentlemen: 


        Georgia
Gulf Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc., Banc
of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Securities, Inc. (collectively, the "Initial
Purchasers"), upon the terms and
subject to the conditions set forth in a purchase agreement dated November 19, 2003 (the "Purchase Agreement"), $100,000,000 aggregate principal
amount of its 71/8% Senior Notes due 2013 (the "Securities") to be jointly and severally guaranteed on a senior basis by the subsidiaries
of the Company listed on Schedule 1 and signatories hereto (collectively, the "Guarantors"). 



        As
an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligation of the Initial Purchasers thereunder, the Company and
the Guarantors agree with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Securities, the Exchange Securities (as defined herein) and the Private
Exchange Securities (as defined herein) (collectively, the "Holders"), as follows: 


        1.     Registered Exchange Offer. The Company shall (i) prepare and, not later than 165 days following the date of
original issuance of the Securities (the "Issue Date"), file with the Commission a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the
"Registered Exchange Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities
of the Company (the "Exchange Securities") that are identical in all material respects to the Securities, except for the transfer restrictions relating
to the Securities, (ii) use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 240 days after the
Issue Date and the Registered Exchange Offer to be consummated no later than 270 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less
than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period"). The Exchange Securities will be issued under the Indenture dated December 3, 2003 (the "Indenture") or an
indenture (the "Exchange Securities Indenture") between the Company, the Guarantors and SunTrust Bank, in its capacity as the Trustee (the
"Trustee") or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the
"Exchange Securities Trustee"), such indenture to be 







 



identical
in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). 


        Upon
the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company or an Exchanging Dealer (as defined herein)
not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's business and (c) has no arrangements or
understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company, the
Guarantors and the Initial Purchasers acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder that is a broker-dealer
electing to exchange Securities, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Securities (an "Exchanging
Dealer"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto in the "Plan of Distribution" section and references thereto
in the section describing the "Exchange Offer" section of such prospectus and other appropriate sections of such prospectus in connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer. 


        If,
prior to the consummation of the Registered Exchange Offer, the Initial Purchasers hold any Securities acquired by them that have, or that are reasonably likely to be determined to
have, the status of an unsold allotment in an initial distribution, or any Holder, as a result of a change in law or interpretations, is not entitled to participate in the Registered Exchange Offer,
the Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange
for the Securities held by such Holder (the "Private Exchange"), a like aggregate principal amount of debt securities of the Company (the
"Private Exchange Securities") that are identical in all material respects to the Exchange Securities, except for the transfer restrictions relating to
such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the
Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. 


        In
connection with the Registered Exchange Offer, the Company shall: 



        (a)   mail
to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related
documents; 


        (b)   keep
the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered
Exchange Offer is mailed to the Holders; 


        (c)   utilize
the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York; 


        (d)   permit
Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last business day on which the Registered Exchange
Offer shall remain open; and 


        (e)   otherwise
comply in all respects with all laws that are applicable to the Registered Exchange Offer. 



2







 





        As
soon as practicable after the close of the Registered Exchange Offer and any Private Exchange, as the case may be, the Company shall: 



        (f)    accept
for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; 


        (g)   deliver
to the Trustee for cancellation all Securities so accepted for exchange; and 


        (h)   cause
the Trustee or the Exchange Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder, Exchange Securities or Private Exchange
Securities, as the case may be, equal in principal amount to the Securities of such Holder so accepted for exchange. 




        The
Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to
permit such prospectus to be used by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in
order to resell the Exchange Securities; provided that in the case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer the Company shall make such prospectus and any amendment or supplement thereto available to any Exchanging Dealer for use in connection with any resale of any Exchange Securities for
a period of up to 90 days after the consummation of the Registered Exchange Offer. 



        Interest
on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Securities surrendered in exchange therefor or, if no interest has been paid on the Securities, from the Issue Date. 


        Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer
(i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act and (iii) such Holder is
not an affiliate of the Company or, if it is such an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. 


        Notwithstanding
any other provisions hereof, the Company and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any
Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such
prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. 


        2.     Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's
staff, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not
consummated within 270 days after the Issue Date, or (iii) the Initial Purchasers so request with respect to Transfer Restricted Securities or Private Exchange Securities not eligible to
be exchanged for Exchange Securities in the Registered Exchange Offer and held by them following the consummation of the Registered Exchange Offer, or (iv) as a result of any change in
applicable law or interpretations, any Holder is not entitled to participate in the Exchange Offer or receives Transfer Restricted 


3







 



Securities
or (v) any Exchanging Dealer participates in the Exchange Offer, then the following provisions shall apply: 



        (a)   The
Company and the Guarantors shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 30 days after so required
pursuant to this Section 2 or 45 days after publication of a change in law or interpretation in the case of a Shelf Registration Statement required to be filed in response to a change in
law or the applicable interpretations of the Commission's Staff (each such date, the "Filing Deadline")) with the Commission, and thereafter shall use
its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration
Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that
with respect to Exchange Securities received by an Exchanging Dealer, the Company and the Guarantors may permit use of the Prospectus contained in the Exchange Offer Registration Statement in
satisfaction of its obligations to Exchanging Dealers under this Section 2(a). 


        (b)   The
Company and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus
forming part thereof to be used by Holders of Transfer Restricted Securities for a period of two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted
Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration
Period"). The Company and the Guarantors shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during
that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons, including material corporate
transactions. The Company may suspend, upon notice to the Holders, the availability of a Shelf Registration Statement and the use of the related prospectus, during any 365-day period for
up to two periods of up to 45 consecutive days but no more than 60 days during any 365 day period. 


        (c)   Notwithstanding
any other provisions hereof, the Company and the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any
Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to
the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming
part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 



        (d)   In
the absence of the events described in clauses (i) through (v) of the first paragraph of this Section 2, the Company and the Guarantors shall not
be permitted to discharge their obligations hereunder by means of the filing of a Shelf Registration Statement. 



4







 





        3.     Liquidated Damages. (1) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer
damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 165 days after the Issue Date, (ii) the Exchange Offer
Registration Statement is not declared effective within 240 days after the Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 270 days after the
Issue Date, (iv) the Shelf Registration Statement is not filed by the date of the Filing Deadline and/or declared effective within 90 days after the Filing Deadline, or (v) the
Shelf Registration Statement is filed by the date of the Filing Deadline and declared effective within 90 days after the Filing Deadline but shall thereafter cease to be effective (at any time
that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared
effective (each such event referred to in clauses (i) through (v), a "Registration Default"), the Company and the Guarantors will jointly and
severally be obligated to pay liquidated damages to each Holder of the affected Transfer Restricted Securities, during any period of one or more such Registration Defaults, in an amount equal to
$0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the Exchange Offer Registration Statement is filed, (ii) the Exchange Offer
Registration Statement is declared effective, (iii) the Registered Exchange Offer is consummated, (iv) the Shelf Registration Statement is filed and declared effective or (v) the
Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration Defaults, the accrual of liquidated damages will cease. As used herein, the term
"Transfer Restricted Securities" means (i) each Security until the date on which such Security has been exchanged or could have been exchanged
for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security other than those exchanged or eligible to have been exchanged in the Registered Exchange Offer
if consummated or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or
(iii) each Security other than those exchanged or eligible to have been exchanged in the Registered Exchange Offer if consummated or Private Exchange Security until the date on which it is
distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. An Exchange Security shall not be deemed a
Transfer Restricted Security solely by reason of the prospectus delivery requirements imposed upon Exchanging Dealers in interpretations of the staff of the Commission. Notwithstanding anything to the
contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay liquidated damages to a Holder of Transfer Restricted Securities if such Holder failed to comply
with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to
Section 4(n). 



        (b)   The
Company shall notify the Trustee and the Paying Agent under the Indenture immediately upon the happening of each and every Registration Default. The Company and the
Guarantors shall pay the liquidated damages due on the Transfer Restricted Securities by depositing with the Paying Agent (which may not be the Company for these purposes), in trust, for the benefit
of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Securities, sums sufficient to pay the liquidated damages
then due. The liquidated damages due shall be payable on each interest payment date specified by the Indenture and the Securities to the record holder entitled to receive the interest payment to be
made on such date. Each obligation to pay liquidated damages shall be deemed to accrue from and including the date of the applicable Registration Default. 


        (c)   The
parties hereto agree that the liquidated damages provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole
damages that will be suffered by Holders of Transfer Restricted Securities by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be
filed, (ii) the Shelf 



5







 




Registration
Statement to remain effective or (iii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the
extent required by this Agreement. 




        4.     Registration Procedures. In connection with any Registration Statement, the following provisions shall apply: 



        (a)   The
Company shall (i) furnish to the Initial Purchasers, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as
the Initial Purchasers may reasonably propose; (ii) include the information substantially as set forth in Annex A hereto in the "Plan of Distribution" section and references thereto in the
section describing the "Exchange Offer" section of such prospectus and other appropriate sections of the prospectus forming a part of the Exchange Offer Registration Statement, and include the
information substantially as set forth in Annex B hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if requested by the Initial Purchasers,
include the information required by Items 507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of the Shelf Registration Statement. 



        (b)   The
Company shall advise the Initial Purchasers, each Exchanging Dealer and the Holders (if applicable) in the case of a Shelf Registration Statement and shall so advise
the Initial Purchasers in the case of an Exchange Offer Registration Statement, and, if requested by any such person, confirm such advice in writing (which advice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 



          (i)  when
any Registration Statement and any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective
amendment thereto has become effective; 


         (ii)  of
any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; 


        (iv)  of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities, the Exchange Securities or the Private Exchange
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 



         (v)  of
the happening of any event that requires the making of any changes in any Registration Statement or the prospectus included therein in order that the statements
therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 




        (c)   The
Company and the Guarantors will make every reasonable effort to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of any
Registration Statement. 


        (d)   The
Company will furnish to each Holder of Transfer Restricted Securities included within the coverage of any Shelf Registration Statement, without charge, at least one
conformed copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any such Holder so requests in writing,
all exhibits thereto (including those, if any, incorporated by reference). 



6







 




        (e)   The
Company will, during the Shelf Registration Period, promptly deliver to each Holder of Transfer Restricted Securities included within the coverage of any Shelf
Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto
as such Holder may reasonably request; and the Company consents to the use of such prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Securities in
connection with the offer and sale of the Transfer Restricted Securities covered by such prospectus or any amendment or supplement thereto, subject to Section 4(o). 



        (f)    The
Company will furnish to the Initial Purchasers and each Exchanging Dealer, and to any other Holder who so requests, without charge, at least one conformed copy of
the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if the Initial Purchasers or Exchanging Dealer or any
such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). 


        (g)   The
Company will, during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, promptly deliver to the Initial Purchasers, each
Exchanging Dealer and such other persons that are required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the
Exchange Offer Registration Statement or the Shelf Registration Statement and any amendment or supplement thereto as the Initial Purchasers, such Exchanging Dealer or such other persons may reasonably
request; and the Company and the Guarantors consent to the use of such prospectus or any amendment or supplement thereto by the Initial Purchasers, any such Exchanging Dealer or any such other
persons, as applicable, as aforesaid, subject to Section 4(o). 


        (h)   Prior
to the effective date of any Registration Statement, the Company and the Guarantors will use their reasonable best efforts to register or qualify, or cooperate
with the Holders of Securities, Exchange Securities or Private Exchange Securities included therein and their respective counsel in connection with the registration or qualification of, such
Securities, Exchange Securities or Private Exchange Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holder reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities, Exchange Securities or Private Exchange Securities covered by such
Registration Statement; provided that the Company and the Guarantors will not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. 



        (i)    Prior
to sales of Securities, Exchange Securities or Private Exchange Securities pursuant to such Registration Statement, the Company and the Guarantors will cooperate
with the Holders of Securities, Exchange Securities or Private Exchange Securities to facilitate the timely preparation and delivery of certificates representing Securities, Exchange Securities or
Private Exchange Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may request
in writing. 


        (j)    If
any event contemplated by Section 4(b)(ii) through (v) occurs during the period for which the Company and the Guarantors are required to maintain
an effective Registration Statement, the Company will promptly prepare and file with the Commission a post-effective amendment to the Registration Statement or a supplement to the related
prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities, Exchange Securities or Private Exchange Securities from a Holder, the prospectus will
not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company and the Guarantors may delay such preparation and filing in accordance with Section 2(b) hereof. 



7









  



        (k)   Not
later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Securities, the Exchange Securities and the
Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Securities, the Exchange Securities or the Private Exchange Securities, as the
case may be, in a form eligible for deposit with The Depository Trust Company. 



        (l)    The
Company and the Guarantors will comply with all applicable rules and regulations of the Commission and will make generally available to its security holders as soon
as practicable after the effective date of the applicable Registration Statement an earning statement satisfying the provisions of Section 11(a) of the Securities Act;  provided that in no event
shall such earning statement be delivered later than 45 days after the end of a 12-month period (or
90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the applicable Registration Statement,
which statement shall cover such 12-month period. 


        (m)  The
Company and the Guarantors will cause the Indenture or the Exchange Securities Indenture, as the case may be, to be qualified under the Trust Indenture Act as
required by applicable law in a timely manner. 


        (n)   The
Company may require each Holder of Transfer Restricted Securities to be registered pursuant to any Shelf Registration Statement to furnish to the Company such
information concerning the Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time reasonably require for inclusion in such Shelf Registration
Statement, and the Company may exclude from such registration the Transfer Restricted Securities of any Holder that fails to furnish such information within a reasonable time after receiving such
request. 


        (o)   In
the case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities to be registered pursuant thereto agrees by acquisition of such Transfer
Restricted Securities that, upon receipt of any notice from the Company pursuant to the last sentence of Section 2(b) or Section 4(b)(ii) through (v), such Holder will discontinue
disposition of such Transfer Restricted Securities until such Holder's receipt of copies of the supplemental or amended prospectus contemplated by Section 4(j) or until advised in writing (the
"Advice") by the Company that the use of the applicable prospectus may be resumed. If the Company shall give any notice under the last sentence of
Section 2(b) or Section 4(b)(ii) through (v) during the period that the Company is required to maintain an effective Registration Statement (the
"Effectiveness Period"), such Effectiveness Period shall be extended by the number of days during such period from and including the date of the giving
of such notice to and including the date when each seller of Transfer Restricted Securities covered by such Registration Statement shall have received (x) the copies of the supplemental or
amended prospectus
contemplated by Section 4(j) (if an amended or supplemental prospectus is required) or (y) the Advice (if no amended or supplemental prospectus is required). 



        (p)   In
the case of a Shelf Registration Statement, the Company and the Guarantors shall enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being
sold or the managing underwriters (if any) shall reasonably request in order to facilitate any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf
Registration Statement. 


        (q)   In
the case of a Shelf Registration Statement, the Company shall (i) make reasonably available for inspection by a representative of, and Special Counsel (as
defined below) acting for, Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold and any underwriter participating in
any disposition of 



8







 




Securities,
Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate documents and properties of
the Company and its subsidiaries reasonably requested by such persons and (ii) use its reasonable best efforts to have its officers, directors, employees, accountants and counsel supply all
relevant information reasonably requested by such representative, Special Counsel or any such underwriter (an "Inspector") in connection with such Shelf
Registration Statement. 


        (r)   In
the case of a Shelf Registration Statement, the Company shall, if requested by Holders of a majority in aggregate principal amount of the Securities, Exchange
Securities and Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any) in connection with such Shelf Registration Statement, use its reasonable best efforts
to cause (i) its counsel to deliver an opinion relating to the Shelf Registration Statement and the Securities, Exchange Securities or Private Exchange Securities, as applicable, in customary
form, (ii) its officers to execute and deliver customary documents and certificates requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and
Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any) and (iii) its independent public accountants to provide a comfort letter in customary form,
subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 




        5.     Registration Expenses. The Company and the Guarantors will bear all expenses incurred in connection with the performance
of its obligations under Sections 1, 2, 3 and 4 and the Company will reimburse the Initial Purchasers and the Holders for the reasonable fees and disbursements of one firm of attorneys (in addition to
any local counsel) chosen by the Holders of a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange Securities to be sold pursuant to each
Registration Statement (the "Special Counsel") acting for the Initial Purchasers or Holders in connection therewith; provided that the fees of such
counsel shall be limited to $5,000 in the case of an Exchange Offer with no Shelf Registration Statement. 


        6.     Indemnification. (a) In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant
to an Exchange Offer Registration Statement by the Initial Purchasers or an Exchanging Dealer, as applicable, the Company and each of the Guarantors shall jointly and severally indemnify and hold
harmless each Holder (including, without limitation, the Initial Purchasers or any such Exchanging Dealer), its affiliates, their respective officers, directors, employees, representatives and agents,
and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as a
Holder) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating
to purchases and sales of Securities, Exchange Securities or Private Exchange Securities), to which that Holder may become subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any preliminary prospectus or prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and shall reimburse each Holder promptly upon demand for any legal or other expenses reasonably incurred by that Holder in
connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company and the Guarantors shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue 


9







 



statement
in or omission or alleged omission from any of such documents in reliance upon and in conformity with any Holders' Information; and provided,  further, that
with respect to any such untrue statement in or omission from any related preliminary prospectus or prospectus, the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such loss, claim, damage, liability or action received Securities, Exchange
Securities or Private Exchange Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Holder results from the fact that both (A) a copy of the
final prospectus or any amendment or supplement thereto was not sent or given to such person at or prior to the written confirmation of the sale of such Securities, Exchange Securities or Private
Exchange Securities to such person and (B) the untrue statement in or omission from the related preliminary prospectus or prospectus was corrected in the final prospectus or an amendment or
supplement thereto unless, in either case, such failure to deliver the final prospectus was a result of non-compliance by the Company with Section 4(d), 4(e), 4(f) or 4(g), provided
further the indemnity contained in this Section 6(a) shall not inure to the benefit of any Holder with respect to any claim, loss, liability or action resulting from the use of a prospectus
during any period when such use was suspended in accordance with this Agreement. 



        (b)   In
the event of a Shelf Registration Statement, each Holder shall indemnify and hold harmless the Company, each Guarantor and their respective affiliates, their
respective officers, directors, employees, representatives and agents, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of
this Section 6(b) and Section 7 as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may
become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any
prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with any Holders' Information furnished to the Company by such Holder, and shall reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no
such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Securities, Exchange Securities or Private Exchange
Securities pursuant to such Shelf Registration Statement. 


        (c)   Promptly
after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action;  provided, however, that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and  provided,
 further, that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other 



10







 




similarly
notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of
its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided,  however, that an
indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such
counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other
indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the
indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or
parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No
indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding;  provided that in the event the
indemnifying party has fully satisfied its obligations under this Agreement, including the payment of all amounts due and
owing under this Section 6, the indemnified party shall effect a parallel release of the claimant upon a reasonable request to do so from the indemnifying party. 




        7.     Contribution. If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an
indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company
and the Guarantors from the offering and sale of the Securities, on the one hand, and a Holder with respect to the sale by such Holder of Securities, Exchange Securities or Private Exchange
Securities, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors on the one hand and such Holder on the other with respect to the statements or omissions
that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits 


11







 

received
by the Company and the Guarantors on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Securities (before deducting expenses) received by or on behalf of the Company, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of
Securities, Exchange Securities or Private Exchange Securities, on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to the Company and the Guarantors or information supplied by the Company and the Guarantors on the one hand or
to any Holders' Information supplied by such Holder on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this
Section 7, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that is a Holder of Securities, Exchange Securities or Private Exchange Securities shall not be required to contribute
any amount in excess of the amount by which the total price at which the Securities, Exchange Securities or Private Exchange Securities sold by such indemnifying party to any purchaser exceeds the
amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any 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. 


        8.     Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by
it under the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities,
make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will
take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of
Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 


        9.     Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities included in such offering, subject to the consent of the Company (which shall not be unreasonably withheld or delayed), and such Holders shall
be responsible for all underwriting commissions and discounts in connection therewith. 


        No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 


12







 



        10.   Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement 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 in aggregate principal amount of the
Securities, the Exchange Securities and the Private Exchange Securities, taken as a single class. 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 Securities, Exchange Securities or Private Exchange Securities 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 a majority in aggregate principal amount of the Securities, the Exchange Securities and the Private Exchange
Securities being sold by such Holders pursuant to such Registration Statement. 



        (b)   Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telecopier or air courier guaranteeing next-day delivery: 



        (1)   if
to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 10(b), which address initially
is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to the Initial Purchasers; 



        (2)   if
to the Initial Purchasers, initially at the addresses set forth in the Purchase Agreement; 


        (3)   if
to the Company, initially at the address of the Company set forth in the Purchase Agreement; and 


        (4)   if
to the Guarantors, initially at the address of the Guarantors set forth in the Purchase Agreement. 





        All
such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a
next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipient's telecopier machine, if sent by telecopier. 



        (c)   Successors and Assigns. This Agreement shall be binding upon the Company, the Guarantors and their respective successors
and assigns. 


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


        (e)   Definition of Terms. For purposes of this Agreement, (a) the term "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise
expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act. 



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


        (g)   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 


        (h)   Remedies. In the event of a breach by the Company or any of the Guarantors or by any Holder of any of their respective
obligations under this Agreement, each Holder or the Company or any Guarantor, as the case may be, in addition to being entitled to exercise all rights granted by 



13







 




law,
including recovery of damages (other than the recovery of damages for a breach by the Company or any Guarantor of their obligations under Sections 1 or 2 hereof for which liquidated damages have
been paid pursuant to Section 3 hereof), will be entitled to specific performance of its rights under this Agreement. The Company, each Guarantor and each Holder agree that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. 


        (i)    No Inconsistent Agreements. The Company and each Guarantor represents, warrants and agrees that (i) it has not
entered into, shall not, on or after the date of this Agreement, enter into any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, (ii) it has not previously entered into any agreement which remains in effect granting any registration rights with respect to any of its debt securities to any person and
(iii) without limiting the generality of the foregoing, without the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Transfer Restricted
Securities, it shall not grant to any person the right to request the Company to register any debt securities of the Company under the Securities Act unless the rights so granted are not in conflict
or inconsistent with the provisions of this Agreement; provided, that, notwithstanding the foregoing clauses (i) and (iii), in the event the Company issues additional Securities after the date
hereof in accordance with the terms of the Indenture, the Company shall be entitled to enter into agreements with respect to such additional Securities and grant registration and exchange rights to
the holders thereof with respect to such additional Securities. 


        (j)    No Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any securities of the Company in any Shelf Registration or Registered Exchange Offer other than Transfer Restricted Securities;
provided, that, in the event the Company issues additional Securities after the date hereof in accordance with the terms of the Indenture, such additional Securities may be included in any Shelf
Registration or Registered Exchange Offer on the terms and conditions set forth herein and, in such event, "Holders" shall include the Holders party hereto and the holders of such additional
Securities for all purposes under this Agreement. 


        (k)   Severability. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction 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, and the parties hereto shall use their
reasonable 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 is hereby
stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable. 


        (l)    Persons Entitled to Benefit of Agreement; Joinder. This Agreement shall inure to the benefit of and be binding upon the
Initial Purchasers, the Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except as provided
in Sections 6 and 7 with respect to affiliates, officers, directors, employees, representatives, agents and controlling persons of the Company, the Guarantors and the Initial Purchasers and as
specified herein with respect to Holders and prospective Holders. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this
Section 10(l), any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. In the event the Company issues additional Securities after
the date hereof in accordance with the terms of the Indenture, the Company may allow any holder of such additional Securities to become a party to this Agreement as a "Holder" with respect to such
additional Securities held by it upon execution of a joinder to this Agreement in form and substance reasonably satisfactory to the Company. 



14







 

Please
confirm that the foregoing correctly sets forth the agreement among the Company, the Guarantors and the Initial Purchasers. 



	 	 	Very truly yours,
	

 	
 	

GEORGIA GULF CORPORATION
	

 	
 	

By	
 	

/s/  RICHARD B. MARCHESE      
 Name:

Title:
	

 	
 	

GEORGIA GULF CHEMICALS & VINYLS, LLC
	

 	
 	

By	
 	

/s/  JOEL I. BEERMAN      
 Name:

Title:
	

 	
 	

GEORGIA GULF LAKE CHARLES, LLC
	

 	
 	

By	
 	

/s/  JOEL I. BEERMAN      
 Name:

Title:
	

 	
 	

GG TERMINAL MANAGEMENT CORPORATION
	

 	
 	

By	
 	

/s/  JOEL I. BEERMAN      
 Name:

Title:
	

 	
 	

GREAT RIVER OIL & GAS CORPORATION
	

 	
 	

By	
 	

/s/  JOEL I. BEERMAN      
 Name:

Title:





Accepted:



J.P.
MORGAN SECURITIES INC., for itself and

on behalf of the other Initial Purchasers 



	By	 	/s/  DAVID J. LYNCH      
 Name: David J. Lynch

Title: Vice President	 	 




15








SCHEDULE I  


GUARANTORS  


Georgia
Gulf Chemicals & Vinyls, LLC

Georgia Gulf Lake Charles, LLC

GG Terminal Management Corporation

Great River Oil & Gas Corporation 







ANNEX A  


PLAN OF DISTRIBUTION  


        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a
period of 90 days after the Expiration Date, subject to limited exceptions, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with
any such resale. 


        The
Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the
Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options
on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices.
Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange
Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 


        For
a period of 90 days after the Expiration Date, subject to limited exceptions, the Company will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer
(including the specified expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any broker-dealers and will indemnify the Holders of the Securities
(including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 







ANNEX B  



        o    CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO. 



	Name:	 	 
	Address:	 	 
	

Phone:	
 	

 
	 	 	







If
the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities Act.