EX-25 11 a2135978zex-25.htm EXHIBIT 25

Exhibit 25

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM T-1


STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)


SUNTRUST BANK
(Exact name of trustee as specified in its charter)

303 Peachtree Street, N.E.
30th Floor
Atlanta, Georgia
(Address of principal executive offices)		   30308
(Zip Code)		   58-0466330
(I.R.S. employer identification number)


JACK ELLERIN
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
404-588-7296
(Name, address and telephone number of agent for service)


GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)		   58-1563799
(IRS employer identification no.)

400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia
(Address of principal executive offices)
 
30346
(Zip Code)


71/8% Notes due 2013
(Title of the indenture securities)

1.
General information.


Furnish the following information as to the trustee—

      Name and address of each examining or supervising authority to which it is subject.

      Department of Banking and Finance,
      State of Georgia
      2990 Brandywine Road, Suite 200
      Atlanta, Georgia 30341-5565

      Federal Reserve Bank of Atlanta
      1000 Peachtree Street, N.E.
      Atlanta, Georgia 30309-4470

      Federal Deposit Insurance Corporation
      550 17th Street, N.W.
      Washington, D.C. 20429-9990

      Whether it is authorized to exercise corporate trust powers.

      Yes.

2.
Affiliations with obligor.


If the obligor is an affiliate of the trustee, describe each such affiliation.


None.

3-12.
No responses are included for Items 3 through and including 12. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) below, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

13.
Defaults by the Obligor.

(a)
State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.


There is not and has not been any default under this indenture.

(b)
If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is a trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.


There has not been any default under any indenture under which SunTrust Bank is Trustee.

14-15.
No responses are included for Items 14 and 15. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) above, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

16.
List of Exhibits.


List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of Practice.

(1)
A copy of the Articles of Amendment and Restated Articles of Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

    (2)
    A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

    (3)
    A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

    (4)
    A copy of the existing by-laws of the trustee (as amended and restated August 13, 2002) (Exhibit 4 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

    (5)
    Not applicable.

    (6)
    The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

    (7)
    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on December 31, 2003.

    (8)
    Not applicable.

    (9)
    Not applicable.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and the State of Georgia, on the    day of May, 2004.

    SUNTRUST BANK

 
 
By:
 
/s/  JACK ELLERIN      
Jack Ellerin
Assistant Vice President

EXHIBIT 1 TO FORM T-1

ARTICLES OF AMENDMENT AND RESTATED
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK

(Incorporated by reference to Exhibit 1 to Form T-1,
Registration No. 333-104621 filed by AMVESCAP PLC)

EXHIBIT 2 TO FORM T-1

CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS

(Incorporated by reference to Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

EXHIBIT 3 TO FORM T-1

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS

(Incorporated by reference to Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

EXHIBIT 4 TO FORM T-1

BY-LAWS
OF
SUNTRUST BANK

(Incorporated by reference to Exhibit 4 to Form T-1,
Registration No. 333-104621 filed by AMVESCAP PLC)

EXHIBIT 5 TO FORM T-1

       

(INTENTIONALLY OMITTED. NOT APPLICABLE)

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of 71/8% Notes due 2013 of Georgia Gulf Corporation, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

    SUNTRUST BANK

 
 
By:
 
/s/  JACK ELLERIN      
Jack Ellerin
Assistant Vice President

EXHIBIT 7 TO FORM T-1

      

REPORT OF CONDITION
(ATTACHED)

SUNTRUST BANK    
  FFIEC 031
Legal Title of Bank   RC-1
ATLANTA
   12
City        
GA   30302    
   
State   Zip Code    
Transmitted to InterCept on 01/30/2004. Confirmation Number—0016321

FDIC Certificate Number—00867

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

 
   Dollar Amounts in Thousands
   RCFD
   Bil—Mil—Thou
ASSETS                    
1.   Cash and balances due from depository institutions (from Schedule RC-A):                    
    a. Noninterest-bearing balances and currency and coin (1)           0081   4,160,723   1.a
    b. Interest-bearing balances (2)           0071   22,250   1.b
2.   Securities:                    
    a. Held-to-maturity securities (from Schedule RC-B, column A)           1754   0   2.a
    b. Available-for-sale securities (from Schedule RC-B, column D)           1773   23,084,151   2.b
3.   Federal funds sold and securities purchased under agreements to resell:           RCON        
    a. Federal funds sold in domestic offices           B987   545,975   3.a
                RCFD        
    b. Securities purchased under agreements to resell (3)           B989   3,399,256   3.b
4.   Loans and lease financing receivables (from Schedule RC-C):                    
    a. Loans and leases held for sale           5369   5,552,060   4.a
    b. Loans and leases, net of unearned income   B528   80,886,025           4.b
    c. LESS: Allowance for loan and lease losses   3123   934,842           4.c
    d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)           B529   79,951,183   4.d
5.   Trading assets (from Schedule RC-D)           3545   1,366,262   5
6.   Premises and fixed assets (including capitalized leases)           2145   1,350,698   6
7.   Other real estate owned (from Schedule RC-M)           2150   23,553   7
8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)           2130   0   8
9.   Customers' liability to this bank on acceptances outstanding           2155   63,014   9
10.   Intangible assets:                    
    a. Goodwill           3163   883,189   10.a
    b. Other intangible assets (from Schedule RC-M)           0426   631,929   10.b
11.   Other assets (from Schedule RC-F)           2160   3,419,324   11
12.   Total assets (sum of items 1 through 11)           2170   124,453,567   12
(1)
Includes cash items in process of collection and unposted debits.
(2)
Includes time certificates of deposit not held for trading.
(3)
Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

SUNTRUST BANK    
  FFIEC 031
Legal Title of Bank   RC-1
 13
Transmitted to InterCept on 01/30/2004. Confirmation Number—0016321
FDIC Certificate Number—00867

Schedule RC—Continued

 
   Dollar Amounts in Thousands
   RCFD
   Bil—Mil—Thou
LIABILITIES                
13.   Deposits:                    
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E part I)           RCON
2200		   76,470,435   13.a
    (1) Noninterest-bearing (1)   6631   11,123,455           3.a.1
    (2) Interest-bearing   6636   65,346,980           3.a.2
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)           RCFN
2200		   5,098,488   13.b
    (1) Noninterest-bearing   6631   0           3.b.1
    (2) Interest-bearing   6636   5,098,488           13.b.2
14.   Federal funds purchased and securities sold under agreements to repurchase:           RCON        
    a. Federal funds purchased in domestic offices (2)           B993   4,468,779   14.a
                RCFD        
    b. Securities sold under agreements to repurchase (3)           B995   8,393,215   14.b
15.   Trading liabilities (from Schedule RC-D)           3548   1,043,622   15
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)           3190   13,508,694   16
17.   Not applicable                    
18.   Bank's liability on acceptances executed and outstanding           2920   63,014   18
19.   Subordinated notes and debentures(4)           3200   2,150,286   19
20.   Other liabilities (from Schedule RC-G)           2930   2,386,963   20
21.   Total liabilities (sum of items 13 through 20)           2948   113,583,496   21
22.   Minority interest in consolidated subsidiaries           3000   1,013,515   22
EQUITY CAPITAL                    
23.   Perpetual preferred stock and related surplus           3838   0   23
24.   Common stock           3230   21,600   24
25.   Surplus (exclude all surplus related to preferred stock)           3839   3,178,465   25
26.   a. Retained earnings           3632   5,734,769   26.a
    b. Accumulated other comprehensive income (5)           B530   921,722   26.b
27.   Other equity capital components (6)           A130   0   27
28.   Total equity capital (sum of items 23 through 27)           3210   9,856,556   28
29.   Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)           3300   124,453,567   29

Memorandum
 To be reported only with the March Report of Condition.
 
 
 
 
 
 
 
 
1.   Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2002           RCFD
6724		   Number
N/A		  
M. 1

1 =
 
Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 =   Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 =   Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm
4 =   Director's examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5 =   Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)
6 =   Review of the bank's financial statements by external auditors
7 =   Compilation of the bank's financial statements by external auditors
8 =   Other audit procedures (excluding tax preparation work)
9 =   No external audit work
(1)
Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money."
(3)
Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)
Includes limited-life preferred stock and related surplus.
(5)
Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
(6)
Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EXHIBIT 8 TO FORM T-1

      

(INTENTIONALLY OMITTED. NOT APPLICABLE)

EXHIBIT 9 TO FORM T-1

       

(INTENTIONALLY OMITTED. NOT APPLICABLE)