S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on March 25, 2014

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Axiall Corporation
(Exact name of registrant parent issuer and guarantor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 2821
(Primary Standard Industrial
Classification Code Number) 58-1563799
(I.R.S. Employer
Identification Number)

Eagle Spinco Inc.
(Exact name of registrant subsidiary issuer and guarantor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 2821
(Primary Standard Industrial
Classification Code Number) 46-0769929
(I.R.S. Employer
Identification Number)

SEE TABLE OF SUBSIDIARY REGISTRANT GUARANTORS ON THE FOLLOWING PAGE

1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(770) 395-4500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Timothy Mann, Jr.
Executive Vice President, General Counsel and Secretary
Axiall Corporation
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(770) 395-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Mark L. Hanson
Joel T. May
Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
(404) 521-3939

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable following the effective date of this registration statement.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller Reporting company o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
4.875% Senior Notes due 2023 of Axiall Corporation	$450,000,000	100%	$450,000,000	$57,960
Guarantees of 4.875% Senior Notes due 2023(2)	—	—	—	—(3)
4.625% Senior Notes due 2021 of Eagle Spinco Inc.	$688,000,000	100%	$688,000,000	$88,614.40
Guarantees of 4.625% Senior Notes due 2021(2)	—	—	—	—(3)
Total	$1,138,000,000	100%	$1,138,000,000	$146,574.40

(1)

Estimated in accordance with Rule 457(f) under the Securities Act of 1933 solely for purposes of calculating the registration fee.

(2)

Eagle Spinco Inc. fully and unconditionally guarantees the 4.875% Senior Notes due 2023 and Axiall Corporation fully and unconditionally guarantees the 4.625% Senior Notes due 2021. See inside facing page for additional registrant guarantors, all of which are guarantors of both series of notes.

(3)

In accordance with Rule 457(n), no separate registration fee for the guarantees is payable.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		IRS Employer Identification Number
Axiall Holdco, Inc.	Delaware		2821		46-4153802
Axiall Ohio, Inc.	Delaware		2821		46-1252288
Axiall, LLC	Delaware		2821		06-1559253
Eagle Holdco 3 LLC	Delaware		2821		46-1726321
Eagle Natrium LLC	Delaware		2821		46-1260242
Eagle Pipeline, Inc.	Louisiana		2821		74-2446833
Eagle US 2 LLC	Delaware		2821		46-1269681
Exterior Portfolio, LLC	Ohio		2821		31-1663000
Georgia Gulf Lake Charles, LLC	Delaware		2821		06-1559251
PHH Monomers, L.L.C.	Louisiana		2821		52-1930252
Plastic Trends, Inc.	Michigan		2821		38-1869628
Rome Delaware Corp.	Delaware		2821		20-5546010
Royal Group Sales (USA) Limited	Nevada		2821		23-2869669
Royal Mouldings Limited	Nevada		2821		98-0359179
Royal Plastics Group (U.S.A.) Limited	Delaware		2821		51-0368456
Royal Window and Door Profiles Plant 13 Inc.	Pennsylvania		2821		25-1488523
Royal Window and Door Profiles Plant 14 Inc.	Washington		2821		91-1462566

(1)

The address and telephone number of each of the additional registrants is: 1000 Abernathy Road, Suite 1200, Atlanta, Georgia 30328; telephone (770) 395-4500.

The information in this prospectus is not complete and may be changed. We may not sell or offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 25, 2014

PRELIMINARY PROSPECTUS

Axiall Corporation	Eagle Spinco Inc.
Offer to Exchange up to $450,000,000 Aggregate Principal Amount of Newly Issued 4.875% Senior Notes due 2023 of Axiall Corporation For a Like Principal Amount of Outstanding Restricted 4.875% Senior Notes due 2023	Offer to Exchange up to $688,000,000 Aggregate Principal Amount of Newly Issued 4.625% Senior Notes due 2021 of Eagle Spinco Inc. For a Like Principal Amount of Outstanding Restricted 4.625% Senior Notes due 2021

         Axiall Corporation has issued $450,000,000 aggregate principal amount of 4.875% Senior Notes due 2023 (the "Original 2023 Notes") and Eagle Spinco Inc., a 100%-owned subsidiary of Axiall Corporation, has issued $688,000,000 aggregate principal amount of 4.625% Senior Notes due 2021 (the "Original 2021 Notes" and, collectively with the Original 2023 Notes, the "Original Notes"), in each case in private placement transactions. Eagle Spinco Inc. and certain 100%-owned subsidiaries of Axiall Corporation each fully and unconditionally guarantee the Original 2023 Notes; Axiall Corporation and certain 100%-owned subsidiaries of Axiall Corporation each fully and unconditionally guarantee the Original 2021 Notes.

         Axiall Corporation is offering to exchange up to $450,000,000 aggregate principal amount of a new issue of 4.875% Senior Notes due 2023 (the "Exchange 2023 Notes") and Eagle Spinco Inc. is offering to exchange up to $688,000,000 aggregate principal amount of a new issue of 4.625% Senior Notes due 2021 (the "Exchange 2021 Notes" and, collectively with the Exchange 2023 Notes, the "Exchange Notes"), and the respective related guarantees, for their outstanding Original 2023 Notes and Original 2021 Notes, respectively, and the respective related guarantees of the Original Notes. We refer to these offers to exchange collectively as the "Exchange Offers." The terms of the applicable series of Exchange Notes are substantially identical to the terms of the corresponding series of Original Notes, except that the applicable series of Exchange Notes will be registered under the Securities Act of 1933 (the "Securities Act") and the transfer restrictions, registration rights and related special interest provisions applicable to the corresponding series of Original Notes will not apply to the applicable series of Exchange Notes. In addition, the Exchange 2023 Notes will bear a different CUSIP number than the Original 2023 Notes. Each series of Exchange Notes will be part of the same series of corresponding Original Notes and issued under the same indenture as such corresponding series of Original Notes. The applicable series of Exchange Notes will be exchanged for the corresponding series of Original Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Axiall Corporation and Eagle Spinco Inc. will not receive any proceeds from the issuance of Exchange Notes in the Exchange Offers.

         You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offers.

The Exchange Offers expire at 9:00 a.m. New York City time on                  , 2014 (or the 21^st business day after the commencement of the Exchange Offers), unless extended, which we refer to as the "Expiration Date."

         We do not intend to list the Exchange Notes on any securities exchange or to seek approval through any automated quotation system, and no active public market for the Exchange Notes is anticipated.

         Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes. The letters of transmittal accompanying this prospectus state that by so acknowledging 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. 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 Notes received in exchange for Original Notes where the Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each of Axiall Corporation and Eagle Spinco Inc. has agreed that, for a period of up to 180 days from the effective date of the registration statement of which this prospectus forms a part, it will make this prospectus available to any broker-dealer for use in connection with these resales. See "Plan of Distribution."

You should carefully consider the risk factors beginning on page 16 of this prospectus before deciding whether to participate in the Exchange Offers.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission or other similar authority has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                  , 2014

TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements		ii
Where You Can Find More Information		iii
Information We Incorporate By Reference		iv
Summary		1
Risk Factors		16
Use of Proceeds		22
Ratio of Earnings to Fixed Charges		22
Capitalization		22
Description of Other Indebtedness		23
The Exchange Offers		28
Description of Axiall's 2023 Notes		36
Description of Eagle Spinco's 2021 Notes		87
Book-Entry, Delivery and Form		139
U.S. Federal Income Tax Considerations		141
Plan of Distribution		142
Legal Matters		142
Experts		142

        This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of Exchange Notes acquired in the Exchange Offers where it is legal to do so.

i

CERTAIN TERMS USED IN THIS PROSPECTUS

        Unless the context requires otherwise, or as specifically described below, in the prospectus:

•

the term "Axiall" refers to Axiall Corporation, a Delaware corporation, issuer of the Original 2023 Notes and parent guarantor of the Original 2021 Notes;

•

the terms "Company," "us," "we" and "our" refer to Axiall Corporation and its consolidated subsidiaries, including Eagle Spinco;

•

the term "Eagle Spinco" refers to Eagle Spinco Inc., a Delaware corporation, subsidiary issuer of the Original 2021 Notes and subsidiary guarantor of the Original 2023 Notes; and

•

the term "Merged Business" means the business and substantially all of the assets and liabilities of the Chlor-alkali and Derivatives Business previously owned by PPG Industries, Inc. ("PPG") relating to the production of chlorine, caustic soda and related chemicals, including, among other things, PPG's 60% interest in Taiwan Chlorine Industries, Ltd., a joint venture between PPG and China Petrochemical Development Corporation, that was transferred by PPG to Eagle Spinco in connection with Eagle Spinco's merger with a 100%-owned subsidiary of Axiall on January 28, 2013.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus, including the documents incorporated by reference, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. Readers of this prospectus should understand that these statements are not guarantees of performance or results. Many factors could affect our actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this prospectus. These forward-looking statements include, among others, statements regarding expectations about future business plans, prospective performance and opportunities and regulatory approvals. These forward-looking statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should" or similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in or by such forward-looking statements. Any such forward-looking statements, whether made in or incorporated by reference into this prospectus or elsewhere, should be considered in context with the various disclosures made by us about our business. These forward-looking statements fall under the safe harbors of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). In addition to the risk factors described in this prospectus under "Risk Factors," as well as in documents incorporated by reference into this prospectus statement, important factors that could cause our actual results to differ materially from those in forward-looking statements include, among others:

•

changes, seasonality and/or cyclicality in the industries in which our products are sold and changes in demand for our products or increases in overall industry capacity that could affect production volumes and/or pricing;

•

the costs and operating restrictions associated with compliance with current and future environmental, health and safety laws and regulations;

•

the availability and pricing of energy and raw materials;

•

risks, hazards and potential liabilities associated with manufacturing chemicals and building products;

ii

•

changes in the general economy, including the impacts of the current, and any potential future, economic uncertainties in the housing and construction markets;

•

our level of indebtedness and debt service obligations and ability to continue to comply with the covenants in the ABL Revolver, the Term Facility and the Axiall Indenture and Eagle Spinco Indenture;

•

our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;

•

risks, costs, liabilities, pension and post-retirement welfare benefit obligations, unexpected delays and operating restrictions associated with integrating the Merged Business;

•

competition within our industry;

•

the integration of the Merged Business with the businesses we operated prior to the Transactions (as defined below) not being successful;

•

complications resulting from our multiple Enterprise Resource Planning (ERP) systems and the implementation of our new ERP systems;

•

strikes and work stoppages relating to the workforce under collective bargaining agreements;

•

any impairment of goodwill, indefinite-lived intangible assets or other intangible assets;

•

the failure to realize the benefits of, and/or disruptions resulting from, any asset dispositions, asset acquisitions, joint ventures, business combinations or other transactions, including the Transactions;

•

shared control of our joint ventures with unaffiliated third parties, including the ability of such joint venture partners to fulfill their obligations;

•

fluctuations in foreign currency exchange and interest rates;

•

the significant restrictions on our business operations set forth in the agreements governing the Transactions;

•

the failure to adequately protect our critical data and technology system; and

•

other risks described in Axiall's most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.

        The forward-looking statements in this prospectus and in the documents incorporated by reference speak only as of the date of the document in which the forward-looking statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law. We urge you to review carefully the information under the heading "Risk Factors" included elsewhere in this prospectus and in the documents incorporated by reference in this prospectus for a more complete discussion of the risks of participating in the Exchange Offers.

WHERE YOU CAN FIND MORE INFORMATION

        Axiall is subject to the informational reporting requirements of the Exchange Act. Axiall files reports, proxy statements and other information with the SEC. Axiall's SEC filings are available over the Internet at the SEC's website at http://www.sec.gov. You may read and copy any reports, statements and other information filed by Axiall at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information about the Public Reference Room. You may also inspect Axiall's SEC reports and other information at Axiall's web site at http://www.axiall.com. Axiall does not intend for information contained in its website to be part of

iii

this prospectus, other than documents that Axiall files with the SEC that are incorporated by reference in this prospectus.

INFORMATION WE INCORPORATE BY REFERENCE

        In making a decision regarding the Exchange Offers, you should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the incorporated document. Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

        The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. This prospectus and the information that Axiall files later with the SEC may update and supersede the information we incorporate by reference. We incorporate by reference the documents listed below that Axiall filed with the SEC under the Exchange Act:

•

Axiall's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 ("Initial 2013 Form 10-K") filed on February 28, 2014;

•

Axiall's Amendment No. 1 to the Initial 2013 Form 10-K on Form 10-K/A (the "2013 Form 10-K/A" and together with the Initial 2013 Form 10-K, the "2013 Form 10-K") filed on March 25, 2014;

•

The audited combined balance sheets of the Merged Business as of December 31, 2012 and 2011 and audited combined statements of income, combined statements of comprehensive income and combined statements of cash flows of the Merged Business for the years ended December 31, 2012, 2011 and 2010, and the notes related thereto, contained in Exhibit 99.1 to Axiall's Current Report on Form 8-K filed on May 23, 2013;

•

The unaudited pro forma condensed combined statement of income of Axiall for the year ended December 31, 2013, contained in Exhibit 99.1 to Axiall's Current Report on Form 8-K filed on March 25, 2014; and

•

Axiall's Current Reports on Form 8-K filed on February 6, 2014 (other than information furnished under Item 2.02 thereof), February 11, 2014 and March 7, 2014.

        We are also incorporating by reference additional documents Axiall may file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial filing of this registration statement of which this prospectus forms a part, prior to the effectiveness of the registration statement, and (2) after the date of this prospectus until the Exchange Offers have been completed. We will not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed "filed" with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified in such Current Reports.

        The information related to us contained in this prospectus should be read together with the information contained in the documents incorporated by reference. We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated

iv

by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address or telephone number:

Axiall Corporation
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(770) 395-4500

In order to receive timely delivery of any requested documents in advance of the Expiration Date, you should make your request no later than                        , 2014, which is five full business days before you must make a decision regarding the Exchange Offers.

v

SUMMARY

This summary highlights information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more detailed information regarding Axiall, Eagle Spinco, the Exchange Notes and the consolidated financial statements and the related notes incorporated by reference into this prospectus. You should also carefully consider, among other things, the matters discussed in the section entitled "Risk Factors" in this prospectus before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Except as otherwise indicated or unless the context otherwise requires, the term "Notes" refers collectively to the Original Notes and the Exchange Notes.

Our Company

        Axiall (formerly known as Georgia Gulf Corporation), a Delaware corporation incorporated in 1984, is a leading North American manufacturer and international marketer of chemicals and building products.

The Merger

        On July 18, 2012, Georgia Gulf Corporation (now known as Axiall), PPG Industries, Inc. ("PPG"), Eagle Spinco, Inc. ("Eagle Spinco"), a 100%-owned subsidiary of PPG, and Grizzly Acquisition Sub, Inc., a 100%-owned subsidiary of Axiall ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") pursuant to which we combined with the Merged Business in a Reverse Morris Trust transaction (the "Transactions"). On January 28, 2013 (the "Closing Date"), we completed the Transactions and changed our name to Axiall Corporation. In connection with the Transactions, PPG and Eagle Spinco, among other things, entered into a Separation Agreement, dated as of July 18, 2012 (the "Separation Agreement"), pursuant to which PPG transferred the Merged Business to Eagle Spinco. Merger Sub merged with and into Eagle Spinco, whereby the separate corporate existence of Merger Sub ceased and Eagle Spinco continued as the surviving company and as a 100%-owned subsidiary of Axiall (the "Merger").

        On January 28, 2013, the Original 2021 Notes were initially issued by Eagle Spinco to PPG as partial consideration for Eagle Spinco's acquisition of the Merged Business. PPG then transferred the Original 2021 Notes to certain financial institutions in satisfaction of existing debt obligations of PPG held by those financial institutions. On January 30, 2013, the initial purchasers purchased the Original 2021 Notes held by the financial institutions referred to above and resold them to investors in the Original 2021 Notes offering pursuant to exemptions under Rule 144A and Regulation S of the Securities Act. Eagle Spinco did not receive any net proceeds from the sale of the Original 2021 Notes. Upon the consummation of the Merger, Axiall and certain subsidiaries of Axiall became guarantors of the Original 2021 Notes.

        Following the Transactions, on February 1, 2013, Axiall issued $450.0 million in aggregate principal amount of Original 2023 Notes. We used the net proceeds from the offering of the Original 2023 Notes, together with cash on hand, to fund the repurchase of $500 million of our 9.0 percent senior secured notes due 2017 (the "9 percent notes") that were validly tendered and not validly withdrawn in a tender offer and related consent solicitation for the 9 percent notes, and to redeem on March 4, 2013 the remaining outstanding principal amount of 9 percent notes not repurchased in the tender offer and related consent solicitation.

1

Our Business

        The Company operates through three reportable segments: (1) chlorovinyls; (2) building products; and (3) aromatics. These three reportable segments reflect the organization used by the Company's management for purposes of allocating resources and assessing performance. The Company manages the Merged Business as a part of its chlorovinyls business, and has reported the results of operations of the Merged Business as part of its chlorovinyls segment since January 28, 2013. The chart below depicts each of the Company's reportable segments and the primary products manufactured and sold by each of those segments.

Reportable Segments	Key Products
Chlorovinyls	Chlor-alkali and derivative products:
	Chlorine
	Caustic soda
	Vinyl chloride monomer
	Vinyl resins
	Other chlor-alkali and derivative products
	Chlorinated ethylene
	Calcium hypochlorite
	Hydrochloric acid
	Phosgene derivatives
	Compound products:
	Vinyl compounds
	Compound additives and plasticizers
Building Products	Window and door profiles and mouldings products:
	Window and door profiles
	Trim, mouldings and deck
	Outdoor building products:
	Siding and exterior accessories
	Pipe and pipe fittings
Aromatics	Cumene
	Phenol and acetone

Chlorovinyls Segment

        Our chlorovinyls segment produces a highly integrated chain of products, including chlor-alkali and derivative products (chlorine, caustic soda, vinyl chloride monomer ("VCM"), vinyl resins, ethylene dichloride (or 1, 2 dichloroethane) ("EDC"), chlorinated solvents, calcium hypochlorite, hydrochloric acid (also known as muriatic acid) ("HCL") and phosgene derivatives) and compound products (vinyl compounds and compound additives and plasticizers). Axiall's acquisition of the Merged Business significantly expanded the production capacity and product offerings of our chlorovinyls segment. Based on industry data from IHS, Inc. ("IHS"), we are: (i) the third largest chlorine producer in North

2

America; (ii) the second largest VCM producer in North America; (iii) the fourth largest polyvinyl chloride ("PVC") producer in North America; and (iv) one of the lowest-cost producers of chlor-alkali and derivative products in the world.

Building Products Segment

        Our building products segment consists of two primary product groups: (i) window and door profiles and trim, mouldings and deck products; and (ii) outdoor building products, which currently includes siding and exterior accessories, pipe and pipe fittings. Our vinyl-based home improvement and building products are marketed under the Royal Building Products®, Celect Cellular Exteriors®, Zuri Premium Decking®, Royal Kor Flo®, Overture® patio doors, Genesis Cellular Window System®, Royal S4S Trimboard® and Exterior Portfolio® brand names. Our window and door profiles and mouldings products are customized based on customer specifications. The demand and pricing for our window and door profiles and mouldings products generally trend in similar patterns based on the product features and relative benefits of customized vinyl products when compared to alternative products, such as wood. Our outdoor building products are produced largely in accordance with industry standards, thereby providing for compatibility within the construction and renovation systems in which they are used. The demand and pricing for our outdoor building products generally trend in similar patterns primarily based on the cost of the underlying raw materials.

Aromatics Segment

        Our aromatics segment manufactures cumene products and phenol and acetone products (co-products made from cumene). Since phenol and acetone are made from cumene, their pricing and sales volume are similarly impacted by industry and global economic conditions and supply and demand fundamentals for the underlying raw materials. Our aromatic products are produced to meet globally accepted standards for product grades and classifications.

Corporate Information

        Axiall Corporation is a Delaware corporation. Axiall's principal executive offices are located at 1000 Abernathy Road, Suite 1200, Atlanta, Georgia 30328 and its main telephone number is (770) 395-4500. Eagle Spinco is a Delaware corporation and a 100%-owned subsidiary of Axiall. Our website is www.axiall.com. Information contained on or accessible through our website is not a part of this prospectus, other than documents that Axiall files with the SEC and incorporates by reference into this prospectus. For additional information concerning us, please see Axiall's most recent Annual Report on Form 10-K and its other filings with the SEC, which are incorporated by reference into this document. See "Where You Can Find More Information."

3

The Exchange Offers

        Axiall initially issued $450,000,000 aggregate principal amount of outstanding 4.875% Senior Notes due 2023 in a private placement transaction on February 1, 2013 and Eagle Spinco initially issued $688,000,000 aggregate principal amount of outstanding 4.625% Senior Notes due 2021 in a private placement transaction on January 28, 2013.

The Exchange Offers	Axiall is offering to exchange up to $450,000,000 aggregate principal amount of its new 4.875% Senior Notes due 2023 (the "Exchange 2023 Notes") and related guarantees for an equal principal amount of its outstanding 4.875% Senior Notes due 2023 (the "Original 2023 Notes") and related guarantees. The Original 2023 Notes were initially issued on February 1, 2013.
	Eagle Spinco is offering to exchange up to $688,000,000 aggregate principle amount of its new 4.625% Notes due 2021 (the "Exchange 2021 Notes") and related guarantees for an equal principal amount of its outstanding 4.625% Notes due 2021 (the "Original 2021 Notes") and related guarantees. The Original 2021 Notes were initially issued on January 28, 2013.
	The terms of each series of Exchange Notes are identical to those of the corresponding series of Original Notes in all material respects (except that the Exchange Notes will be issued in a transaction registered under the Securities Act and except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends). In addition, the Exchange 2023 Notes will bear a different CUSIP number than the Original 2023 Notes. Each series of Exchange Notes will be of the same class as the corresponding series of outstanding Original Notes. Holders of Original Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offers.
Purpose of the Exchange Offers	The Exchange Notes and related guarantees are being offered to satisfy our obligations under the respective registration rights agreements entered into at the time Axiall and Eagle Spinco each issued and sold the corresponding series of Original Notes and related guarantees, in which each agreed, among other things, to use its best efforts to (i) have the registration statement of which this prospectus forms a part declared effective within 560 days following the closing of the applicable private placement transaction and (ii) deliver this prospectus to you. After the Exchange Offers are complete, you will not have any further rights under the registration rights agreements, including any right to require Axiall and Eagle Spinco to register any outstanding Original Notes that you do not exchange or to pay you the additional interest Axiall and Eagle Spinco agreed to pay to holders of Original Notes if Axiall and Eagle Spinco failed to timely complete the Exchange Offers.

4

Expiration Date; Withdrawal of Tenders; Return of Original Notes Not Accepted for Exchange	The Exchange Offers will expire at 9:00 a.m., New York City time, on                    , 2014 (or the 21st business day after the commencement of the Exchange Offers), or on a later date and time to which we extend it (the "Expiration Date"). Tenders of Original Notes in the Exchange Offers may be withdrawn at any time prior to the Expiration Date. Axiall and Eagle Spinco will exchange the applicable series of the Exchange Notes for validly tendered Original Notes of the corresponding series promptly following the Expiration Date (such date of exchange, the "Exchange Date"). Any Original Notes that are not accepted for exchange for any reason will be returned by Axiall or Eagle Spinco, at their expense, to the tendering holder promptly after the expiration or termination of the Exchange Offers.
Procedures for Tendering Original Notes	Each holder of Original Notes, if any, wishing to participate in the Exchange Offers must follow the procedures of The Depository Trust Company's ("DTC") Automated Tender Offer Program ("ATOP"), subject to the terms and procedures of that program. The ATOP procedures require that the exchange agent receive, prior to the Expiration Date, a computer-generated message known as an "agent's message" that is transmitted through ATOP and that DTC confirms that:
	• DTC has received instructions to exchange your Original Notes; and
	• you agree to be bound by the terms of the applicable letter of transmittal.
	See "The Exchange Offers—Procedures for Tendering."
Consequences of Failure to Exchange the Original Notes	You will continue to hold Original Notes, which will remain subject to their existing transfer restrictions, if you do not validly tender your Original Notes or you tender your Original Notes and they are not accepted for exchange. Axiall and Eagle Spinco and the guarantors of the Original Notes do not anticipate that they will register the Original Notes under the Securities Act. See "The Exchange Offers—Terms of the Exchange Offers" and "The Exchange Offers—Consequences of Failure To Exchange."

5

Conditions to the Exchange Offers	The Exchange Offers are not conditioned upon any minimum aggregate principal amount of Original Notes of either series being tendered or accepted for exchange. Neither Exchange Offer is conditioned upon the completion of the other Exchange Offer. The Exchange Offers are subject to customary conditions, which may be waived by us in our discretion. We currently expect that all of the conditions will be satisfied and that no waivers will be necessary.
Exchange Agent	U.S. Bank National Association
United States Federal Income Tax Considerations	Your exchange of an Original Note for an Exchange Note of the corresponding series will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each Exchange Note received as you had immediately prior to the exchange in the corresponding Original Note surrendered. See "U.S. Federal Income Tax Considerations."
Risk Factors	You should consider carefully the risk factors beginning on page 16 of this prospectus before deciding whether to participate in the Exchange Offers.

6

The Exchange Notes

The following is a brief summary of the principal terms of each series of the Exchange Notes. The terms of each series of Exchange Notes are identical in all material respects to those of the corresponding series of Original Notes, except that certain additional interest rate provisions, restrictions on transfers and restrictive legends relating to the Original Notes will not apply to the Exchange Notes. In addition, the Exchange 2023 Notes will bear a different CUSIP number than the Original 2023 Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the applicable series of Exchange Notes, see "Description of Axiall's 2023 Notes" and "Description of Eagle Spinco's 2021 Notes."

Summary of Exchange 2023 Notes

Issuer	Axiall Corporation, a Delaware corporation.
Notes Offered	Up to $450,000,000 aggregate principal amount of Exchange 2023 Notes.
Maturity Date	The Exchange 2023 Notes will mature on May 15, 2023.
Interest	Interest on the Exchange 2023 Notes will accrue at a rate of 4.875% per annum, payable semi-annually, in cash in arrears, on May 15 and November 15 of each year, commencing on November 15, 2014.
Guarantees	The Exchange 2023 Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Axiall's existing and future domestic subsidiaries, including Eagle Spinco, other than certain excluded subsidiaries (the "2023 Exchange Guarantees"). The guarantors of the Exchange 2023 Notes (excluding Eagle Spinco) will be the same as the guarantors of the Exchange 2021 Notes (other than Axiall).
Ranking	The Exchange 2023 Notes and 2023 Exchange Guarantees will be Axiall's and the guarantors' senior unsecured obligations and will rank:
	• equally in right of payment with all of Axiall's and the guarantors' respective existing and future senior debt, including under the Original 2023 Notes and the guarantees thereof;
	• senior in right of payment to all of Axiall's and the guarantors' respective existing and future subordinated debt;
	• effectively junior to all of Axiall's and the guarantors' respective existing and future debt that is secured to the extent of the value of the assets securing such debt; and
	• structurally junior to any debt and liabilities of Axiall's subsidiaries, if any, that do not guarantee the Original 2023 Notes.

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	For the year ended December 31, 2013, Axiall's non-guarantor subsidiaries generated approximately 16% of Axiall's net sales to non-affiliates, held approximately 18% of Axiall's consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness).
	At December 31, 2013, Axiall and the guarantors of the 2023 Notes (including Eagle Spinco) have total liabilities of approximately $2,984.2 million, which excludes intercompany balances between Axiall and the subsidiary guarantors (including Eagle Spinco) and includes outstanding long-term indebtedness of $1,332.8 million (of which $194.8 million, net of $2.4 million of debt issuance costs, is secured) and an additional $420.2 million available for borrowing under the ABL Revolver.
	See "Description of Axiall's 2023 Notes—Ranking."
Optional Redemption	On or after May 15, 2018, Axiall may redeem the Exchange 2023 Notes, in whole or in part, at any time, at the redemption prices described herein under the caption "Description of Axiall's 2023 Notes—Optional Redemption." In addition, we may redeem up to 35% of the aggregate principal amount of the Exchange 2023 Notes and the Original 2023 Notes, on or prior to May 15, 2016 with the net cash proceeds from certain equity offerings at a redemption price of 104.875% of the principal amount plus accrued and unpaid interest and any additional interest, if any, to the redemption date. Axiall may also redeem some or all of the Exchange 2023 Notes before May 15, 2018 at a redemption price of 100% of the principal amount plus a "make whole" premium.
Change of Control Triggering Event	If Axiall experiences certain kinds of change of control triggering events, Axiall will be required to offer to purchase the Exchange 2023 Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See "Description of Axiall's 2023 Notes—Repurchase at the Option of Holders—Change of Control Triggering Event."
Certain Covenants	The indenture, dated as of February 1, 2013, among Axiall, the subsidiary guarantors named therein and U.S. Bank National Association (the "Axiall Indenture"), governing the Exchange 2023 Notes contains covenants that limit, among other things, Axiall's ability and the ability of Axiall's restricted subsidiaries to:
	• incur additional debt;
	• pay dividends on Axiall's capital stock or repurchase Axiall's capital stock;

8

	• enter into or permit to exist contractual limits on the ability of Axiall's subsidiaries to pay dividends to Axiall create or incur secured debt;
	• enter into certain transactions with affiliates;
	• make investments;
	• create liens; and
	• sell certain assets or merge with or into other companies.
	Each of the covenants is subject to a number of important exceptions and qualifications. See "Description of Axiall's 2023 Notes—Certain Covenants."
	Certain of these covenants will cease to apply at all times after the date on which the Exchange 2023 Notes receive investment grade ratings from both Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Rating Service, a division of McGraw Hill, Inc. ("Standard & Poor's"), provided no default or event of default under the Axiall Indenture exists at that time. Such terminated covenants will not be reinstated if the Exchange 2023 Notes lose their investment grade ratings at any time thereafter. See "Description of Axiall's 2023 Notes—Certain Covenants—Termination of Certain Covenants When 2023 Notes Rated Investment Grade."
Absence of Public Market	The Exchange 2023 Notes are a new issue of securities for which there is currently no established trading market. Axiall does not intend to apply for a listing of the Exchange 2023 Notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the Exchange 2023 Notes.
Use of Proceeds	Axiall will not receive any cash proceeds from the issuance of the Exchange 2023 Notes. See "Use of Proceeds."
Governing Law	The Exchange 2023 Notes will be, and the related Axiall Indenture is, governed by the laws of the State of New York.
Risk Factors	See "Risk Factors" and other information in this prospectus for a discussion of factors that should be carefully considered by holders of Original 2023 Notes before tendering their Original 2023 Notes in the Exchange Offers in exchange for the Exchange 2023 Notes.

9

Summary of Exchange 2021 Notes

Issuer	Eagle Spinco Inc., a Delaware corporation.
Notes Offered	Up to $688,000,000 aggregate principal amount of Exchange 2021 Notes.
Maturity Date	The Exchange 2021 Notes will mature on February 15, 2021.
Interest	Interest on the Exchange 2021 Notes will accrue at a rate of 4.625% per annum, payable semi-annually, in cash in arrears, on February 15 and August 15 of each year, commencing on August 15, 2014.
Guarantees	The Exchange 2021 Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Axiall and each of the existing and future domestic subsidiaries of Eagle Spinco and Axiall, other than certain excluded subsidiaries (the "2021 Exchange Guarantees"). The guarantors of the Exchange 2021 Notes (excluding Axiall) will be the same as the guarantors of the Exchange 2023 Notes (other than Eagle Spinco).
Ranking	The Exchange 2021 Notes and 2021 Exchange Guarantees will be Eagle Spinco's and the guarantors' senior unsecured obligations and will rank:
	• equally in right of payment with all of Eagle Spinco's and the guarantors' respective existing and future senior debt, including under the Original 2021 Notes and the guarantees thereof;
	• senior in right of payment to all of Eagle Spinco's and the guarantors' respective existing and future subordinated debt;
	• effectively junior to all of Eagle Spinco's and the guarantors' respective existing and future debt that is secured to the extent of the value of the assets securing such debt; and
	• structurally junior to any debt and liabilities of Axiall's subsidiaries (other than Eagle Spinco), if any, that do not guarantee the Original 2021 Notes, which include all of Axiall's non-domestic subsidiaries and certain other subsidiaries.
	For the year ended December 31, 2013, Axiall's non-guarantor subsidiaries generated approximately 16% of Axiall's net sales to non-affiliates, held approximately 18% of Axiall's consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness).

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	At December 31, 2013, Eagle Spinco and the guarantors of the 2021 Notes (including Axiall) have total liabilities of approximately $2,984.2 million, which excludes intercompany balances between Eagle Spinco and the guarantors (including Axiall) and includes outstanding long-term indebtedness of $1,332.8 million (of which $194.8 million, net of $2.4 million of debt issuance costs, is secured) and an additional $420.2 million available for borrowing under the ABL Revolver.
	See "Description of Eagle Spinco's 2021 Notes—Ranking."
Optional Redemption	On or after February 15, 2018, Eagle Spinco may redeem the Exchange 2021 Notes, as well as the Original 2021 Notes, in whole or in part, at any time, at the redemption prices described herein under the caption "Description of Eagle Spinco's 2021 Notes—Optional Redemption," plus accrued and unpaid interest and additional interest, if any, to the date of redemption. Eagle Spinco may also redeem some or all of the Exchange 2021 Notes, as well as the Original 2021 Notes, before February 15, 2018 at a redemption price of 100% of the principal amount plus a "make whole" premium.
Change of Control Triggering Event	If Eagle Spinco experiences certain kinds of change of control triggering events, Eagle Spinco will be required to offer to purchase the Exchange 2021 Notes, as well as the Original 2021 Notes, at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See "Description of Eagle Spinco's 2021 Notes—Repurchase at the Option of Holders—Change of Control Triggering Event."
Certain Covenants	The indenture, dated as of January 28, 2013, among Eagle Spinco, Axiall, the subsidiary guarantors named therein and U.S. Bank National Association (the "Eagle Spinco Indenture" and, together with the Axiall Indenture, the "Indentures"), governing the Exchange 2021 Notes contains covenants that limit, among other things, Eagle Spinco's ability and the ability of its restricted subsidiaries to:
	• incur additional debt;
	• pay dividends on its capital stock or repurchase its capital stock;
	• enter into or permit to exist contractual limits on the ability of its subsidiaries to pay dividends to Eagle Spinco create or incur secured debt;
	• enter into certain transactions with affiliates;
	• make investments;
	• create liens; and
	• sell certain assets or merge with or into other companies.

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	Each of the covenants is subject to a number of important exceptions and qualifications. See "Description of Eagle Spinco's 2021 Notes—Certain Covenants."
	Certain of these covenants will cease to apply at all times after the date on which the Exchange 2021 Notes receive investment grade ratings from both Moody's and Standard & Poor's, provided no default or event of default under the Eagle Spinco Indenture exists at that time. Such terminated covenants will not be reinstated if the Exchange 2021 Notes lose their investment grade ratings at any time thereafter. See "Description of Eagle Spinco's 2021 Notes—Certain Covenants—Termination of Certain Covenants When 2021 Notes Rated Investment Grade."
Absence of Public Market	The Exchange 2021 Notes are a new issue of securities for which there is currently no established trading market. Eagle Spinco does not intend to apply for a listing of the Exchange 2021 Notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the Exchange 2021 Notes.
Use of Proceeds	Eagle Spinco will not receive any cash proceeds from the issuance of the Exchange 2021 Notes. See "Use of Proceeds."
Governing Law	The Exchange 2021 Notes will be, and the related Eagle Spinco Indenture is, governed by the laws of the State of New York.
Risk Factors	See "Risk Factors" and other information in this prospectus for a discussion of factors that should be carefully considered by holders of Original 2021 Notes before tendering their Original 2021 Notes in the Exchange Offers in exchange for the Exchange 2021 Notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following table sets forth summary historical consolidated financial information for each of the fiscal years ended December 31, 2013, 2012 and 2011, which have been derived from Axiall's audited consolidated financial statements and should be read together with those audited consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the 2013 Form 10-K, which is incorporated by reference in this prospectus.

        Primarily as a result of the completion of the Merger in the first quarter of 2013, we believe that our results of operations for the fiscal year ended December 31, 2013, and our financial condition at such date, provide only limited comparability to prior periods. You are cautioned not to place undue reliance on any such comparison.

        The summary consolidated financial information presented below does not contain all of the information you should consider before deciding whether to participate in the Exchange Offers, and should be read in conjunction with the information under the heading "Risk Factors" included in this prospectus, as well as with the information under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors," and with Axiall's audited consolidated financial statements and related notes and other information contained in the 2013 Form 10-K for the year ended December 31, 2013 and the other documents incorporated by reference into this prospectus. See "Where You Can Find More Information."

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	For the Fiscal Years Ended December 31,
(In millions)	2013			2012			2011
Results of Operations:
Net sales	$	4,666.0		$	3,325.8		$	3,222.9
Cost of sales.		3,924.5			2,865.4			2,919.6
Selling, general and administrative expenses.		299.1			203.5			168.2
Transaction related costs and other, net		35.6			38.9			3.3
Long-lived asset impairment charges (recoveries), net.		36.0			(0.8	)		8.3
Gains on sale of assets		—			(19.3	)		(1.1	)
Operating income.		370.8			238.1			124.6
Interest expense		(77.6	)		(57.5	)		(65.6	)
Loss on redemption and other debt costs.		(78.5	)		(2.7	)		(4.9	)
Gain on acquisition of controlling interest.		25.9			—			—
Foreign exchange loss.		—			(0.6	)		(0.9	)
Interest income.		1.0			0.4			0.3
Income before income taxes		241.6			177.7			53.5
Provision for (benefit from) income taxes		73.6			57.2			(4.2	)
Consolidated net income		168.0			120.5			57.7
Less net income attributable to noncontrolling interest		2.7			—			—
Net income attributable to Axiall	$	165.3		$	120.5		$	57.7
Balance Sheet Data:
Net working capital(1)	$	625.4		$	488.3		$	384.7
Property, plant and equipment, net		1,658.7			637.7			640.9
Total assets		5,877.2			1,801.3			1,644.2
Total debt		1,332.8			448.1			497.5
Lease financing obligation		104.7			112.3			109.9
Cash Flow Data:
Net cash provided by operating activities		325.7			231.2			187.4
Net cash used in investing activities		(139.6	)		(56.7	)		(136.5	)
Net cash used in financing activities		(216.2	)		(63.8	)		(85.6	)
Other Selected Data:
Adjusted EBITDA(2)	$	672.0		$	334.9		$	222.9
Depreciation and amortization		218.0			89.8			101.5
Capital expenditures		196.1			80.3			66.4
Acquisitions, net of cash acquired(3)		45.1			—			(71.4	)
Maintenance expenditures		312.4			157.3			146.3

(1)

Net working capital means current assets less current liabilities.

(2)

Axiall supplements its financial statements prepared in accordance with GAAP with Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization, cash and non-cash restructuring charges and certain other charges, if any, related to financial restructuring and business improvement initiatives, gains or losses on redemption and other debt costs and sales of certain assets, certain purchase accounting and certain non-income tax reserve adjustments, professional fees related to a previously disclosed and withdrawn unsolicited offer to acquire Axiall and the merger with the Merged Business, costs to attain merger-related synergies with the

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Merged Business, goodwill, intangibles, and other long-lived asset impairments, curtailment gains on certain pension plan amendments and interest expense related to the lease-financing transaction discussed in Note 8 to Axiall's consolidated financial statements incorporated herein by reference) because investors commonly use Adjusted EBITDA as a main component of valuation analysis of cyclical companies such as Axiall. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income (loss) as a measure of performance or to cash provided by operating activities as a measure of liquidity. In addition, Axiall's calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. A reconciliation of Adjusted EBITDA to net income (loss) determined in accordance with GAAP is provided below:

	For the Fiscal Years Ended December 31,
(In millions)	2013			2012			2011
Consolidated net income	$	168.0		$	120.5		$	57.7
Provision for (benefit from) income taxes.		73.6			57.2			(4.2	)
Interest income.		(1.0	)		(0.4	)		(0.3	)
Gain on acquisition of controlling interest.		(25.9	)		—			—
Fair value inventory purchase accounting		13.4			—			1.6
Loss on redemption and other debt costs, net		78.5			2.7			4.9
Interest expense.		77.6			57.5			65.6
Depreciation and amortization.		218.0			89.8			101.5
Costs to attain merger synergies.		24.8			—			—
Gains on sale of assets, net.		—			(19.3	)		(1.1	)
Long-lived asset impairment charges (recoveries), net		36.0			(0.8	)		8.3
Other(a).		9.0			27.7			(11.1	)
Adjusted EBITDA.	$	672.0		$	334.9		$	222.9

(a)

"Other" for all years consists of lease financing obligation interest and loan cost amortization which is included in both the depreciation and amortization expense and interest expense lines above, as well as items management believes are not a part of ongoing operations.

(3)

The purchase price of the Merged Business was approximately $2.8 billion and consisted of: (i) the issuance of approximately 35.2 million shares of Axiall common stock valued at approximately $1.8 billion; (ii) the assumption of $967.0 million of debt; and (iii) the assumption of certain other liabilities including pension and other postretirement obligations.

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RISK FACTORS

        The terms of each series of Exchange Notes are identical in all material respects to those of the corresponding series of Original Notes, except for the certain additional interest rate provisions, registration rights, restrictions on transfers and restrictive legends relating to the Original Notes that will not apply to the Exchange Notes. In addition, the Exchange 2023 Notes will bear a different CUSIP number than the Original 2023 Notes. Before making a decision regarding the Exchange Offers, you should carefully consider the risks described below and all of the information contained or incorporated by reference into this prospectus, including the information in Part I, Item 1A, "Risk Factors," in our 2013 Form 10-K. If any of those risks actually occurs, our business, financial condition and results of operations could suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" in this prospectus.

Risks Related to the Exchange Notes

We have a substantial amount of long-term indebtedness and liabilities following the Transactions and offerings of the Original Notes, which could adversely affect our liquidity, operations and financial condition.

        We have a significant amount of indebtedness and liabilities. As of December 31, 2013, Axiall had total liabilities of $3,148.9 million, which includes outstanding long-term indebtedness of $1,332.8 million (of which $194.8 million, net of $2.4 million of debt issuance costs, is secured), and an additional $420.2 million is available for borrowing under our $500 million asset-based revolving credit facility (the "ABL Revolver"). We also have and will continue to have the ability to incur a significant amount of additional debt. Our indebtedness could have important consequences, including but not limited to:

•

limiting our ability to invest operating cash flow in our operations due to debt service and other obligations;

•

limiting our ability to obtain additional debt or equity financing for working capital expenditures or other general corporate purposes;

•

limiting our operational flexibility due to the covenants contained in our debt agreements;

•

requiring us to dispose of significant assets in order to satisfy our debt service and other obligations if we are not able to satisfy these obligations from cash from operations or other sources;

•

to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates;

•

limiting our ability to buy back Axiall common stock or pay cash dividends;

•

limiting our flexibility in planning for, or reacting to, changes in our business or industry, thereby limiting our ability to compete with companies that are not as highly leveraged; and

•

increasing our vulnerability to economic downturns and changing market conditions.

        Our ability to satisfy our debt service and other obligations will depend on our future performance, which will be affected by financial, business, economic and other factors, including prices, industry capacity levels and demand for our products, raw materials and energy costs and availability, feedstock availability and changes in governmental and environmental regulations. If we do not generate enough cash to satisfy our debt service and other obligations, we may be required to refinance all or part of our existing debt, sell our assets, borrow more money or raise equity. There is no assurance that we will be able to, at any given time, refinance our debt, sell our assets, borrow more money or raise capital on terms acceptable to us or at all.

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Despite our indebtedness levels, we may be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the term loan facility, which matures in 2017 (the "Term Loan Facility"), the ABL Revolver and the Indentures will not fully prohibit us from doing so. As of December 31, 2013, we have $420.2 million of undrawn availability under the ABL Revolver, all of which is permitted to be drawn under the terms of the ABL Revolver, the Term Loan Facility and the Indentures. If new debt is added to our current debt levels, the risks that we could face with respect to its substantial indebtedness would be magnified.

The Exchange Notes will be effectively subordinated to all of our existing and future secured indebtedness.

        Axiall's and Eagle Spinco's obligations under the Exchange Notes and the guarantors' respective obligations under their guarantee of the Exchange Notes will be unsecured and therefore will be effectively subordinated to all of our existing and future secured indebtedness, including indebtedness under the Term Loan Facility and the ABL Revolver, to the extent of the value of the assets securing such indebtedness. The Term Loan Facility and the ABL Revolver are guaranteed by all of our existing and future domestic subsidiaries, other than certain excluded subsidiaries, and, with respect to the obligations of our Canadian subsidiaries under the ABL Revolver, our Canadian subsidiaries, and are secured by certain of our assets. In the event of any dissolution, winding-up, liquidation, reorganization, bankruptcy or other similar proceeding, the assets which serve as collateral for any secured debt will be available to satisfy the obligations under the secured debt before any payments are made on the Exchange Notes. As of December 31, 2013, we have total liabilities of $3,148.9 million, which includes outstanding long-term indebtedness of $1,332.8 million (of which $194.8 million, net of $2.4 million of debt issuance costs, is secured) and an additional $420.2 million is available for borrowing under the ABL Revolver.

The Exchange Notes will be structurally subordinated to all liabilities of our non-guarantor subsidiaries.

        The Exchange Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries that are not guaranteeing the Exchange Notes, which include all of Axiall's non-domestic subsidiaries and certain other subsidiaries. These non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Exchange Notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that Axiall, Eagle Spinco or the guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of Exchange Notes to realize proceeds from the sale of any of those subsidiaries' assets, will be structurally subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to Axiall, Eagle Spinco or any guarantor.

        In addition, the Indentures permit these subsidiaries, subject to some limitations, to incur additional indebtedness and do not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

        As of December 31, 2013, Axiall's non-guarantor subsidiaries generated approximately 16% of Axiall's net sales to non-affiliates, held approximately 18% of Axiall's consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness).

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To service our indebtedness and meet our other cash needs, we will require a significant amount of cash, which may not be available to us.

        Our ability to make payments on, or repay or refinance, our debt, including the Exchange Notes, and to fund planned capital expenditures, dividends and other cash needs will depend largely upon our future operating performance. Our future operating performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our indebtedness will depend on the satisfaction of the covenants in the ABL Revolver and our other financing arrangements, including the Term Loan Facility and the Indentures governing the Exchange Notes, and other agreements that we may enter into in the future. Specifically, we will need to maintain specified financial ratios and satisfy financial condition tests, including a fixed charge coverage ratio and a senior secured leverage ratio. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the ABL Revolver or from other sources in an amount sufficient to enable us to make payments on our indebtedness, including the Exchange Notes, or to fund our other liquidity needs.

        In addition, prior to the repayment of the Exchange Notes, we may be required to refinance or repay amounts outstanding under the Term Loan Facility and the ABL Revolver. We cannot assure you that we would be able to refinance any of our indebtedness, including the Term Loan Facility and the ABL Revolver, on commercially reasonable terms, or at all. If we are unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, including:

•

sales of assets;

•

reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or

•

negotiations with our lenders to restructure the applicable debt.

        The credit agreements governing the Term Loan Facility and the ABL Revolver and the Indentures may restrict, or market or business conditions may limit, our ability to take some of these actions or the effectiveness of these actions.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.

        Borrowings under the ABL Revolver and the Term Loan Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

Axiall and Eagle Spinco may be unable to make a change of control offer required by the Indentures governing the Exchange Notes, which would cause defaults under the Indentures, the Term Loan Facility and the ABL Revolver.

        The terms of the Exchange Notes will require Axiall and Eagle Spinco to make an offer to repurchase the applicable series of Exchange Notes upon the occurrence of an Axiall change of control at a purchase price equal to 101% of the principal amount of the applicable series of Exchange Notes, plus accrued and unpaid interest, if any, to the date of the purchase. The terms of the Indentures, the Term Loan Facility and the ABL Revolver will require, and other financing arrangements may require, repayment of amounts outstanding in the event of a change of control and limit Axiall's and Eagle Spinco's ability to fund the repurchase of the applicable series of Exchange Notes in certain circumstances. Axiall and Eagle Spinco may not have sufficient funds at the time of a change of control to make the required repurchase of the applicable series of Exchange Notes or restrictions in the

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Indentures, the Term Loan Facility and the ABL Revolver and other financing arrangements may not allow the repurchases. See "Description of Axiall's 2023 Notes—Repurchase at the Option of Holders—Change of Control Triggering Event" and "Description of Eagle Spinco's 2021 Notes—Repurchase at the Option of Holders—Change of Control Triggering Event."

Noteholders may not be able to determine if a change of control giving rise to mandatory repurchase rights has occurred following a sale of "substantially all" of our and our subsidiaries' assets.

        The definition of change of control in both of the Indentures includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or substantially all" of our and our restricted subsidiaries' assets, taken as a whole. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a noteholder to require us to repurchase the Exchange Notes as a result of a sale, transfer, conveyance or other disposition of less than all of our and our restricted subsidiaries' assets to another individual, group or entity may be uncertain.

Fraudulent transfer and conveyance laws may have adverse implications for the holders of the Exchange Notes.

        If, under applicable federal and state fraudulent transfer and conveyance laws, in a bankruptcy or reorganization case or a lawsuit by or on behalf of unpaid creditors of Axiall or Eagle Spinco, a court were to find that, at the time that Axiall or Eagle Spinco or any guarantor, as applicable, issued the applicable series of Exchange Notes or incurred the guarantee:

•

Axiall or Eagle Spinco did so with the intent of hindering, delaying or defrauding current or future creditors, or received less than reasonably equivalent value or fair consideration for issuing the applicable series of Exchange Notes or incurring the applicable guarantees of the series of Exchange Notes, as applicable; and

•

Axiall or Eagle Spinco or a guarantor:

•

was insolvent or was rendered insolvent by reason of the related financing transaction;

•

was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital;

•

intended to incur, or believed that it would incur, debts beyond its ability to pay these debts as they mature; or

•

was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment the judgment is unsatisfied, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;

then the court could void or subordinate the applicable series of Exchange Notes or the applicable guarantees to existing or future indebtedness of Axiall or Eagle Spinco or the subject guarantor, and take other action detrimental to the holders of the applicable series of Exchange Notes, including under certain circumstances, invalidating the applicable series of Exchange Notes or the applicable guarantees.

        The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in the relevant legal proceeding. Generally, however, an entity would be considered insolvent if, at the time it incurred the indebtedness:

•

it could not pay its debts or contingent liabilities as they become due;

•

the sum of its debts, including contingent liabilities, is greater than its assets, at fair valuation; or

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•

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

        We cannot assure you as to what standard a court would apply in order to determine whether the issuer or any of the guarantors were "insolvent" as of the date the applicable series of Exchange Notes were issued and the applicable guarantees incurred, and we cannot assure you that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether we or any of the guarantors were insolvent on the date the applicable series of Exchange Notes were issued and the guarantees incurred, that the payments constituted fraudulent transfers on another ground.

        Each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under applicable fraudulent transfer laws or may reduce the guarantor's obligation to an amount that makes the guarantee effectively worthless. Although subsequently overturned on other grounds, a recent Florida bankruptcy court found this kind of provision insufficient to protect such guarantees.

Many of the covenants in the Indentures will cease to apply to a series of Exchange Notes from and after the first date when that series of Exchange Notes is rated investment grade by both Moody's and Standard & Poor's.

        Many of the covenants in the Indentures will cease to apply to a series of Exchange Notes from and after the first date when that series of Exchange Notes is rated investment grade by both Moody's and Standard & Poor's, provided at such time no default or event of default has occurred and is continuing. Such terminated covenants will not be reinstated if the applicable series of Exchange Notes loses its investment grade ratings at any time thereafter. These covenants restrict, among other things, our ability to pay distributions, incur debt and to enter into certain other transactions. Termination of these covenants will allow us to engage in certain transactions that would not be permitted while these covenants were in force. There can be no assurance that either series of Exchange Notes will ever be rated investment grade, or that, if such series of Exchange Notes is rated investment grade, it will maintain these ratings. See "Description of Axiall's 2023 Notes—Certain Covenants—Termination of Certain Covenants When 2023 Notes Rated Investment Grade" and "Description of Eagle Spinco's 2021 Notes—Certain Covenants—Termination of Certain Covenants When 2021 Notes Rated Investment Grade."

Any decline in the ratings of our corporate credit could adversely affect the value of the Exchange Notes.

        Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely affect the value of the Exchange Notes. In addition, a ratings downgrade could adversely affect our ability to access capital.

Your ability to transfer the Exchange Notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the Exchange Notes.

        The Exchange Notes constitute new issues of securities with no established trading market. We do not intend to list the Exchange Notes on any securities exchange or to include the Exchange Notes in any automated quotation system. Accordingly, no market for the Exchange Notes may develop, and any market that develops may not last. If the Exchange Notes are traded, the market price of the Exchange Notes may decline depending on prevailing interest rates, the market for similar securities, our

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performance and other factors. To the extent that an active trading market does not develop, you may not be able to resell your Exchange Notes when desired, at their fair market value or at all.

        In addition, if you do participate in the Exchange Offers for the purpose of participating in the distribution of the Exchange Notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. Each broker-dealer who holds Original Notes for its own account due to market-making or other trading activities and who receives Exchange Notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes.

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USE OF PROCEEDS

        The Exchange Offers are intended to satisfy Axiall's and Eagle Spinco's obligations under the applicable registration rights agreements. Axiall and Eagle Spinco will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the applicable series of Exchange Notes as contemplated in this prospectus, Axiall or Eagle Spinco, as applicable, will receive, in exchange, an equal principal amount of the corresponding series of Original Notes. The Original Notes surrendered in exchange for the Exchange Notes will be retired and cannot be reissued.

RATIO OF EARNINGS TO FIXED CHARGES

        Axiall's ratio of earnings to fixed charges for each of the last five fiscal years is set forth below.

	Fiscal Year Ended December 31,
	2013		2012		2011		2010		2009
Ratio of earnings to fixed charges		3.5		3.6		1.7		1.5		2.6

CAPITALIZATION

        The following table sets forth our cash and cash equivalents balance and capitalization as of December 31, 2013.

        You should read this table together with the sections of this prospectus entitled "Summary—Summary Historical Consolidated Financial Information" as well as the consolidated financial statements, and notes thereto, incorporated by reference into this prospectus.

	As of December 31, 2013
	(In millions)
Cash and cash equivalents	$	166.5
Debt (including current portion):
ABL Revolver	$	—
Term Loan Facility (net of $2.4 million of debt issuance costs)		194.8
Total Secured Debt		194.8
2023 Notes		450.0
2021 Notes		688.0
Total Unsecured Debt		1,138.0
Total Debt		1,332.8
Stockholders' equity		2,728.3
Total capitalization	$	4,061.1

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Term Loan Facility

        On January 28, 2013, in connection with the Transactions, Eagle Spinco entered into a credit agreement for the Term Loan Facility with a syndicate of banks led by Barclays Bank PLC (the "Term Loan Agreement") in order to finance the cash portion of the special distribution made to PPG and the net working capital adjustment as required by the merger agreement governing the Merger. The cash proceeds of the $279.0 million Term Loan Facility incurred by Eagle Spinco under the Term Loan Agreement were distributed to PPG. At December 31, 2013, we had $194.8 million, net of $2.4 million of debt issuance costs, outstanding under the Term Loan Facility. The Term Loan Facility is scheduled to mature on January 28, 2017.

        The Term Loan Agreement governing the Term Loan Facility has several features similar to credit facilities of this nature, including, but not limited to:

Maturity and Amortization

        Borrowings under the Term Loan Facility are expected to mature on the fourth anniversary of the closing date of the Merger.

        The outstanding principal amount of the term loans under the Term Loan Facility is payable in equal quarterly amounts of 1.0% per annum prior to the fourth anniversary of the closing date of the Merger, with the remaining balance, together with all amounts owed with respect thereto, payable on the maturity date.

Interest Rates

        Amounts outstanding under the Term Loan Facility bear interest, at Eagle Spinco's option, at a rate equal to:

•

the Base Rate plus 1.50% per annum; or

•

the reserve adjusted Eurodollar Rate plus 2.50% per annum;

provided that at no time will the Base Rate be deemed to be less than 2.00% per annum or the reserve adjusted Eurodollar Rate be deemed to be less than 1.00% per annum.

        For purposes of this summary: (i) "Base Rate" has a meaning customary and appropriate for financings of this type, and the basis for calculating accrued interest for loans bearing interest at the base rate will be customary and appropriate for financings of this type and (ii) "reserve adjusted Eurodollar Rate" means a fluctuating rate per annum equal to (a) the rate per annum determined by the administrative agent to be the offered rate appearing on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate applicable to U.S. dollar deposits or (b) if the rate in clause (a) above does not appear on such page or service or if such page or service is not available, the rate per annum determined by the administrative agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate applicable to U.S. dollar deposits or (c) if the rates in clauses (a) and (b) are not available, the administrative agent's offered quotation rate to first class banks in the London interbank market, in each case as adjusted for applicable reserve requirements.

        As of December 31, 2013, the effective interest rate, inclusive of amortization of debt issuance costs, on the outstanding balance under the Term Loan Facility was 4.0%.

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Prepayments

        Subject to certain conditions and exceptions, the Term Loan Agreement requires Eagle Spinco to prepay outstanding loans in certain circumstances, including (a) in an amount equal to 100% of the net cash proceeds from sales or dispositions of certain property or assets of Axiall and its subsidiaries in excess of certain amounts, subject to customary reinvestment rights, (b) in an amount equal to 100% of the net cash proceeds from property insurance or condemnation awards in excess of certain amounts, subject to customary reinvestment rights, and (c) in an amount equal to 100% of the net cash proceeds from the incurrence of additional debt other than debt permitted under the Term Loan Agreement. Eagle Spinco is also required to prepay outstanding loans with specified percentages of excess cash flow based on Axiall's leverage ratio. The Term Loan Agreement contains other customary prepayment obligations.

        The Term Loan Agreement also provides for voluntary prepayment of loans without premium or penalty, subject to certain conditions and exceptions.

Covenants

        The Term Loan Agreement contains customary affirmative covenants (subject to exceptions), including covenants related to: financial statements and other reports, existence, payment of taxes and claims, maintenance of properties, insurance, books and records, inspections, lenders' meetings, compliance with laws, environmental, subsidiaries, additional material real estate assets, additional collateral, further assurances, and maintenance of ratings (but no minimum rating requirement). The Term Loan Agreement also contains customary negative covenants (subject to exceptions) that restrict Axiall and its subsidiaries in their activities, including covenants related to: indebtedness, liens, no further negative pledges, restricted junior payments, restrictions on subsidiary distributions, investments, fundamental changes, disposition of assets, acquisitions, contingent obligations, sales and lease-backs, transactions with affiliates, conduct of business, amendments or waivers of organizational documents, amendments or waivers with respect to certain indebtedness, and fiscal year. In addition, Axiall is subject to a senior secured leverage ratio of 3.50 to 1.00.

Guarantee/Collateral

        Obligations under the Term Loan Facility are fully and unconditionally guaranteed, on a senior secured basis, by Axiall and its existing and future domestic subsidiaries, other than certain excluded subsidiaries, and are secured by substantially all of the assets of Axiall and the subsidiary guarantors.

Events of Default

        The Term Loan Agreement contains the following events of default (and, as appropriate, grace and cure periods): failure to make payments when due, default under certain other agreements, breach of certain covenants, material breach of representations, other defaults under the Term Loan Facility documentation, involuntary bankruptcy, voluntary bankruptcy, judgments and attachments, dissolution, employee benefit plans, change of control, guaranties, security documents, and failure of subordinated indebtedness to be subordinated, subject to customary qualifications and limitations for materiality.

ABL Revolver

        In connection with the Transactions, Axiall refinanced its asset-based revolving credit facility with a syndicate of banks led by General Electric Capital Corporation (the "ABL Revolver") increasing the revolver commitment from $300.0 million to $500.0 million, subject to applicable borrowing base limitations and certain other conditions. As of December 31, 2013, Axiall had no outstanding balance under its ABL Revolver and its availability was approximately $420.2 million, net of outstanding letters of credit totaling $79.8 million.

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        The credit agreement governing the ABL Revolver has several features including, but not limited to:

Availability

        The ABL Revolver provides for revolving credit financing of up to $500.0 million, subject to borrowing base availability. The borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

•

85% of the net amount of eligible accounts receivable; plus,

•

the lesser of (i) 70% of the lesser of cost or market of eligible inventory and (i) 85% of the net orderly liquidation value of eligible inventory; plus,

•

100% of qualified cash; less,

•

reserves reasonably determined by the co-collateral agents.

        The ABL Revolver also includes a $200.0 million sub-facility for borrowings by Axiall's Canadian subsidiaries, a $200.0 million sub-facility for letters of credit, and, subject to lender commitments, a $200.0 million accordion.

Maturity and Amortization

        Borrowings under the ABL Revolver mature on the fifth anniversary of the closing date of the Merger.

        There is no scheduled amortization under the ABL Revolver. All outstanding loans under the facility are due and payable in full on the fifth anniversary of the closing date of the Merger.

Interest Rates

        U.S. Borrowings under the ABL Revolver bear interest at a rate per annum equal to, at Axiall's option, either (a) an index rate determined by reference to the highest of (1) the "prime rate" as published by The Wall Street Journal (or another national publication selected by the administrative agent), (2) the federal funds effective rate plus 1/2 of 1% and (3) the London Interbank Offered Rate ("LIBOR") determined by reference to the costs of funds for U.S. dollar deposits for a three-month interest period adjusted for certain additional costs plus 1% or (b) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for a three month interest period adjusted for certain additional costs, in each case plus an applicable margin based on Axiall's utilization under the ABL Revolver.

        Borrowings by Axiall's Canadian subsidiaries under the ABL Revolver bear interest at a rate per annum equal to, at Axiall's option, either (a) an index rate determined by reference to the higher of (1) the annual rate of interest quoted from time to time in the "Report on Business" section of The Globe and Mail as being "Canadian prime" or "chartered bank prime rate" and (2) the rate per annum determined by reference to the average rate applicable to Canadian Dollars bankers' acceptances with a term comparable to the applicable period plus 1.35% per annum or (b) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for a three month interest period adjusted for certain additional costs, in each case plus an applicable margin based on Axiall's utilization under the ABL Revolver.

        The applicable margin for borrowings under the ABL Revolver is 1.50% per annum for LIBOR margin loans and 0.50% per annum for base rate and index loans, provided that if Axiall has not

25

received a corporate family credit rating of at least Ba3 from Moody's and BB- from Standard & Poor's, the applicable margin will be as follows.

Utilization	LIBOR Margin			Base Rate/ Index Margin
>50%		2.00	%		1.00	%
25% - 50%		1.75	%		0.75	%
<25%		1.50	%		0.50	%

        In addition to paying interest on outstanding principal under the ABL Revolver, Axiall is required to pay a commitment fee in respect of the unutilized commitments thereunder, which fee Axiall expects to be 0.375% of the unutilized commitments, provided that if Axiall has received a corporate family credit rating of at least Ba3 from Moody's and BB- from Standard & Poor's, the fee will be 0.375% if utilization is less than 25%, and 0.25% if utilization is greater than 25%. Axiall must also pay customary letter of credit fees equal to the applicable margin on LIBOR loans and agency fees.

Prepayments

        If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the ABL Revolver exceeds the lesser of (i) the commitment amount and (ii) the borrowing base, Axiall will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount. If the amount available under the ABL Revolver is less than $62.5 million for a period of five consecutive business days or any event of default shall have occurred, Axiall will be required to deposit cash from its material deposit accounts (including all concentration accounts) daily in a collection account maintained with the administrative agent under the ABL Revolver, which will be used to repay outstanding loans and cash collateralize letters of credit.

        The credit agreement governing the ABL Revolver also provides for voluntary prepayment of loans without premium or penalty other than customary "breakage" costs with respect to LIBOR loans, subject to certain conditions and exceptions.

Covenants

        The ABL Revolver contains customary affirmative covenants (subject to exceptions), including, among other things, covenants related to: financial statements and other reports, existence, payment of taxes and claims, maintenance of properties, insurance, books and records, inspections, compliance with laws, environmental, subsidiaries, additional material real estate assets, additional collateral, further assurances, cash management systems and insurance protection. The ABL Revolver also contains customary negative covenants (subject to exceptions) that restrict Axiall and its subsidiaries in their activities, including, among other things, covenants related to: indebtedness, liens, transactions with affiliates, restricted junior payments, restrictions on subsidiary distributions, investments, disposition of assets, acquisitions and sale and lease-backs. In addition, Axiall is subject to a fixed charge coverage ratio of 1.10 to 1.00 if excess availability is less than $62.5 million for three consecutive business days.

Guarantee/Collateral

        U.S. borrowing obligations under the ABL Revolver are unconditionally guaranteed by each of Axiall's existing and subsequently acquired or organized direct or indirect domestic subsidiaries. Canadian borrowing obligations under the ABL Revolver are unconditionally guaranteed by each of Axiall's existing and subsequently acquired or organized direct or indirect domestic and Canadian subsidiaries. All obligations under the ABL Revolver, and the guarantees of those obligations, are

26

secured, subject to certain exceptions, by substantially all of Axiall's assets and the assets of the guarantors, including, subject to certain exceptions:

•

a first-priority security interest in Axiall's and its U.S. subsidiaries' receivables and inventory and related general intangibles, certain other related assets and proceeds thereof, as well as substantially all of the present and future personal property assets of Axiall's Canadian subsidiaries; and

•

a second-priority security interest in substantially all of Axiall's and its U.S. subsidiaries' present and future assets located in the United States (other than the collateral in which the ABL Revolver has a first-priority lien as described above, and other excluded assets) including equipment, certain owned real property, and all present and future shares of capital stock or other equity interests of each of Axiall's and its U.S. subsidiaries' owned domestic subsidiaries and 65% of the present and future shares of capital stock or other equity interests of each of Axiall's and its U.S. subsidiaries' directly owned foreign restricted subsidiaries.

Events of Default

        The ABL Revolver contains the following events of default (and, as appropriate, grace and cure periods): failure to make payments when due, default under certain other agreements, breach of certain covenants, material breach of representations, other defaults under the ABL Revolver documentation, involuntary bankruptcy, voluntary bankruptcy, judgments and attachments, dissolution, employee benefit plans, change of control, guaranties, security documents, and failure of subordinated indebtedness to be subordinated, subject to customary qualifications and limitations for materiality.

Lease Financing Obligation

        As of December 31, 2013, Axiall had a lease financing obligation of $104.7 million. The lease financing obligation is the result of the sale and concurrent leaseback of certain land and buildings in Canada in 2007 for a term of ten years. In connection with this transaction, a collateralized letter of credit was issued in favor of the buyer-lessor resulting in the transaction being recorded as a financing transaction rather than a sale for GAAP purposes. As a result, the land, building and related accounts continue to be recognized in the consolidated balance sheets. The amount of the collateralized letter of credit was $3.8 million as of December 31, 2013. Axiall is not obligated to repay the lease financing obligation amount of $104.7 million. Axiall's obligation is for the future minimum lease payments under the terms of the related lease agreements. The future minimum lease payments under the terms of the related lease agreements as of December 31, 2103 are $7.3 million in 2014, $7.6 million in 2015, $7.6 million in 2016 and $1.9 million in 2017, the final year of the lease agreements. The change the future minimum lease payments from such amounts disclosed as of December 31, 2012 is due to current period payments and the change in the Canadian dollar exchange rate as of December 31, 2013.

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THE EXCHANGE OFFERS

Purpose of the Exchange Offers

        In connection with the offer and sale of the Original Notes, Axiall and Eagle Spinco and the respective guarantors of each series of the Original Notes entered into registration rights agreements with the initial purchasers of each series of the Original Notes. Axiall and Eagle Spinco are making the Exchange Offers to satisfy their respective obligations under the applicable registration rights agreement.

Terms of the Exchange Offers

        Axiall and Eagle Spinco are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, the applicable series of Exchange Notes for an equal principal amount of the corresponding series of Original Notes. The terms of each series of Exchange Notes will be identical in all material respects to those of the corresponding series of Original Notes, except that certain additional interest rate provisions, restrictions on transfers and restrictive legends relating to the Original Notes will not apply to the Exchange Notes. In addition, the Exchange 2023 Notes will bear a different CUSIP number than the Original 2023 Notes. Each series of Exchange Notes will be of the same class as the corresponding series of outstanding Original Notes. Each series of Exchange Notes will be entitled to the benefits of the Axiall Indenture or Eagle Spinco Indenture, as applicable, under which the Original Notes were issued. See "Description of Axiall's 2023 Notes" and "Description of Eagle Spinco's 2021 Notes." The Exchange Offers are not conditioned upon any minimum aggregate principal amount of Original Notes of either series being tendered or accepted for exchange and each Exchange Offer is not conditioned on the consummation of the other Exchange Offer. As of the date of this prospectus, $450,000,000 aggregate principal amount of Original 2023 Notes and $688,000,000 aggregate principal amount of Original 2021 Notes were outstanding. Original Notes tendered in the Exchange Offers must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        Based on certain interpretive letters issued by the staff of the SEC to third parties in unrelated transactions, holders of Original Notes, except any holder who is an "affiliate" of Axiall or Eagle Spinco within the meaning of Rule 405 under the Securities Act, who exchanges their Original Notes for the applicable series of Exchange Notes pursuant to the Exchange Offers generally may offer the Exchange Notes for resale, resell the Exchange Notes and otherwise transfer the Exchange Notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Exchange Notes are acquired in the ordinary course of the holders' business and such holders are not participating in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

        Each broker-dealer that receives the applicable series of Exchange Notes for its own account in exchange for the corresponding series of Original Notes, where the Original Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes as described in "Plan of Distribution." In addition, to comply with the securities laws of individual jurisdictions, if applicable, the Exchange Notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and complied with. If you do not exchange Original Notes for Exchange Notes pursuant to the Exchange Offers, your Original Notes will continue to be subject to restrictions on transfer.

        If any holder of the applicable series of Original Notes is an affiliate of Axiall or Eagle Spinco, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offers, the holder would not be able to rely on the applicable interpretations of the SEC and would be required to

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comply with the registration requirements of the Securities Act, except for resales made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act and applicable state securities laws.

Expiration Date; Extensions; Termination; Amendments

        Each Exchange Offer expires on the Expiration Date, which is 9:00 a.m., New York City time, on                , 2014 (or the 21^st business after the commencement of the Exchange Offers) unless Axiall or Eagle Spinco, as applicable, in its sole discretion, extends the period during which the Exchange Offer relating to the corresponding series of Original Notes are open. Each of Axiall and Eagle Spinco will keep the applicable Exchange Offer open for the period required by applicable law, but in any event for at least twenty business days.

        Each of Axiall and Eagle Spinco reserve the right to extend the Exchange Offer relating to the applicable series of Original Notes at any time and from time to time prior to the Expiration Date by giving written notice to U.S. Bank National Association, the exchange agent, and by public announcement communicated by no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date, unless otherwise required by applicable law or regulation, by making a release to PR Newswire or other wire service. During any extension of the Exchange Offers, all Original Notes previously tendered will remain subject to the Exchange Offers and may be accepted for exchange by Axiall and Eagle Spinco, as applicable.

        The Exchange Date will promptly follow the Expiration Date. With respect to the applicable series of Exchange Notes, Axiall and Eagle Spinco expressly reserve the right to:

•

extend the corresponding Exchange Offer or both of the Exchange Offers, delay acceptance of the corresponding series of Original Notes due to an extension of the corresponding Exchange Offer or terminate the corresponding Exchange Offer and not permit acceptance of the corresponding series of Original Notes not previously accepted if any of the conditions set forth under "—Conditions to the Exchange Offers" shall have occurred and shall not have been waived by Axiall or Eagle Spinco; and

•

amend the terms of the corresponding Exchange Offer in any manner, whether before or after any tender of the corresponding series of the Original Notes.

        If any termination or material amendment occurs, Axiall or Eagle Spinco, as applicable, will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the applicable series of Original Notes as promptly as practicable. Additionally, in the event of a material amendment or change in either of or both of the Exchange Offers, which would include any waiver of a material condition hereof, Axiall or Eagle Spinco, as applicable, will extend the offer period, if necessary, so that at least five business days remain in the applicable Exchange Offer or both Exchange Offers following notice of the material amendment or change, as applicable. Unless Axiall or Eagle Spinco terminates the applicable Exchange Offer prior to 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date, Axiall or Eagle Spinco, as applicable will exchange the applicable series of Exchange Notes for the tendered Original Notes of the corresponding series promptly after the Expiration Date, and will deliver to the exchange agent the applicable series of Exchange Notes for the Original Notes of the corresponding series validly tendered, not withdrawn and accepted for exchange. Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the applicable Exchange Offer. See "—Acceptance of Original Notes and Delivery of Exchange Notes."

        This prospectus and the accompanying letters of transmittal and other relevant materials will be distributed by Axiall and Eagle Spinco to record holders of the applicable series of Original Notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees,

29

appear on the lists of holders for subsequent transmittal to beneficial owners of the applicable series of Original Notes.

Procedures for Tendering

        To participate in the Exchange Offers, you must properly tender your Original Notes to the exchange agent as described below. Axiall and Eagle Spinco will only issue the applicable series of Exchange Notes in exchange for the Original Notes of the corresponding series that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Original Notes, and you should follow carefully the instructions on how to tender your Original Notes. It is your responsibility to properly tender your Original Notes. Beneficial owners may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them. The tender of Original Notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and Axiall or Eagle Spinco, as applicable, in accordance with the terms and subject to the conditions set forth in this prospectus and in the applicable accompanying letter of transmittal.

        If you have any questions or need help in exchanging your Original Notes, please contact the exchange agent at the address or telephone numbers set forth below.

        All of the Original Notes were issued in book-entry form, and all of the Original Notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. You must tender your Original Notes using ATOP. The exchange agent will make a request to establish an account with respect to the Original Notes at DTC for purposes of the Exchange Offers, and any financial institution that is a participant in DTC must make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. In connection with the transfer, DTC will send an "agent's message" to the exchange agent stating that DTC has received instructions from the participant to tender the Original Notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange the Original Notes, you will not be required to deliver the applicable letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

        All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of Original Notes will be determined by Axiall or Eagle Spinco, as applicable, and will be final and binding. Axiall and Eagle Spinco reserve the absolute right, as applicable, to reject any or all tenders not in proper form or the acceptances for exchange of which may, upon advice of their counsel, be unlawful. Axiall and Eagle Spinco also reserve the right, as applicable, to waive any defect, irregularities or conditions of tender as to particular Original Notes. Axiall's and Eagle Spinco's interpretations of the terms and conditions of the applicable Exchange Offer, including the instructions in the applicable letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of the applicable series of Original Notes must be cured within such time as Axiall or Eagle Spinco, as applicable, shall determine. Although Axiall and Eagle Spinco, as applicable, intend to notify holders of defects or irregularities with respect to tenders of the Original Notes, neither Axiall, Eagle Spinco, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of the Original Notes will not be deemed made until such defects or irregularities have been cured or waived. Any series of Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable after the Expiration Date of the applicable Exchange Offer.

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        In all cases, Axiall and Eagle Spinco will issue the applicable series of Exchange Notes for the Original Notes of the corresponding series that Axiall or Eagle Spinco have accepted for exchange under the applicable Exchange Offer only after the exchange agent receives, prior to the Expiration Date, a book-entry confirmation of such amount of the Original Notes into the exchange agent's account at DTC and a properly transmitted agent's message.

        If Axiall or Eagle Spinco do not accept any tendered Original Notes of the applicable series for exchange or if such Original Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Original Notes of the applicable series will be returned without expense to their tendering holder. Such non-exchanged Original Notes of the applicable series will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the applicable Exchange Offer.

        Each broker-dealer that receives the applicable series of Exchange Notes for its own account in exchange for the corresponding series of Original Notes, where those Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those Exchange Notes. See "Plan of Distribution."

Terms and Conditions Contained in the Letters of Transmittal

        The accompanying letters of transmittal contain, among other things, the following terms and conditions, which are part of the corresponding Exchange Offer.

        The transferring party tendering the applicable series of Original Notes for exchange will be deemed to have exchanged, assigned and transferred the applicable series of Original Notes to Axiall or Eagle Spinco, as applicable, and irrevocably constituted and appointed the exchange agent as the transferor's agent and attorney-in-fact to cause the applicable series of Original Notes to be assigned, transferred and exchanged.

        The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the applicable series of Original Notes and to acquire the applicable series of Exchange Notes issuable upon the exchange of such tendered Original Notes and that, when the same are accepted for exchange, Axiall or Eagle Spinco, as applicable, will acquire good and unencumbered title to the tendered applicable series of Original Notes, free and clear of all liens, restrictions (other than restrictions on transfer), charges and encumbrances and that such tendered Original Notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or Axiall or Eagle Spinco, as applicable, to be necessary or desirable to complete the exchange, assignment and transfer of the applicable series of tendered Original Notes. The transferor will be required to agree that acceptance of any tendered Original Notes by Axiall or Eagle Spinco, as applicable, and the issuance of the corresponding series of Exchange Notes in exchange for such tendered Original Notes will constitute performance in full by Axiall and Eagle Spinco of their respective obligations under the applicable registration rights agreement and that Axiall and Eagle Spinco will have no further obligations or liabilities under the applicable registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

        Upon agreement to the terms of the applicable letter of transmittal pursuant to an agent's message, a holder, or beneficial holder of the applicable series of Original Notes on behalf of which the

31

holder has tendered, will, subject to that holder's ability to withdraw its tender, and subject to the terms and conditions of the applicable Exchange Offer generally, thereby certify, as applicable, that:

•

it is not an affiliate (as defined in Rule 405 of the Securities Act) of Axiall, Axiall's subsidiaries, Eagle Spinco, Eagle Spinco's subsidiaries or an affiliate of any guarantor or, if it is an affiliate thereof, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

the Exchange Notes are being acquired in the ordinary course of business of the person receiving the Exchange Notes, whether or not the person is the registered holder:

•

the transferor has not entered into, engaged in, does not intend to engage in, and has no arrangement or understanding with any other person to engage in a distribution, within the meaning of the Securities Act, of the Exchange Notes issued in the Exchange Offers;

•

the transferor is not a broker-dealer who purchased the applicable series of Original Notes for resale pursuant to an exemption under the Securities Act, tendering the applicable series of Original Notes acquired directly from Axiall or Eagle Spinco for the transferor's own account; and

•

the transferor is not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the Exchange Offers.

        Each broker-dealer that receives the applicable series of Exchange Notes for its own account in exchange for the corresponding series of Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."

Withdrawal Rights

        Original Notes of the applicable series tendered pursuant to the corresponding Exchange Offer may be withdrawn at any time prior to the applicable Expiration Date.

        For a withdrawal to be effective, a written letter, telegram, telex or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the applicable letter of transmittal not later than 9:00 a.m., New York City time, on the Expiration Date. Any notice of withdrawal must specify the name of such holder, the principal amount of Original Notes delivered for exchange, a statement that such holder is withdrawing such holder's election to have such Original Notes exchanged, must be signed by the holder in the same manner as the original signature on the applicable letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the Original Notes being withdrawn, and also include the name and number of the account at DTC to be credited with withdrawn Original Notes and otherwise comply with the procedures of DTC. The exchange agent will return properly withdrawn Original Notes promptly following receipt of notice of withdrawal. Properly withdrawn Original Notes may be retendered by following the procedures described under "—Procedures for Tendering" above at any time on or prior to the Expiration Date. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by Axiall or Eagle Spinco, as applicable, and will be final and binding on all parties.

Acceptance of Original Notes and Delivery of Exchange Notes

        Upon the terms and subject to the conditions of the Exchange Offers, the acceptance for exchange of the applicable series of Original Notes validly tendered and not withdrawn and the issuance of the corresponding series of Exchange Notes will be made on the Exchange Date. For purposes of the

32

Exchange Offers, Axiall and Eagle Spinco will be deemed to have accepted for exchange validly tendered Original Notes of the applicable series when and if Axiall or Eagle Spinco, as applicable, has given written notice to the exchange agent. The applicable series of Original Notes surrendered in exchange for the applicable series of Exchange Notes will be retired and cannot be reissued.

        The exchange agent will act as agent for the tendering holders of each series of Original Notes for the purposes of receiving corresponding series of Exchange Notes from Axiall and Eagle Spinco and causing the Original Notes to be assigned, transferred and exchanged. Original Notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the procedures described above will be credited to an account maintained by the holder with DTC for the Original Notes, promptly after withdrawal, rejection of tender or termination of the applicable Exchange Offer of the corresponding series of Original Notes.

Conditions to the Exchange Offers

        Notwithstanding any other provision of the Exchange Offers, Axiall and Eagle Spinco will not be required to issue Exchange Notes in exchange for any properly tendered Original Notes of the corresponding series not previously accepted. Neither Exchange Offer is conditioned upon the completion of the other Exchange Offer. Axiall or Eagle Spinco, as applicable, may terminate the applicable Exchange Offer by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to PR Newswire or other wire service, or, as applicable, at Axiall's or Eagle Spinco's option, modify or otherwise amend the applicable Exchange Offer, if, in Axiall's or Eagle Spinco's reasonable determination:

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or the SEC:

•

seeking to restrain or prohibit the making or consummation of the Exchange Offers;

•

assessing or seeking any damages as a result thereof; or

•

resulting in a material delay in our ability to accept for exchange or exchange some or all of the applicable series of Original Notes pursuant to the applicable Exchange Offer; or

•

the applicable Exchange Offer violates any applicable law or any applicable interpretation of the staff of the SEC.

        These conditions are for the sole benefit of Axiall and Eagle Spinco, as applicable, and may be asserted by Axiall and Eagle Spinco, as applicable, with respect to all or any portion of the applicable Exchange Offer regardless of the circumstances, including any action or inaction by Axiall or Eagle Spinco, giving rise to the condition or may be waived by Axiall or Eagle Spinco, as applicable, in whole or in part at any time or from time to time in Axiall's or Eagle Spinco's sole discretion. The failure by Axiall or Eagle Spinco, as applicable, at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. Axiall and Eagle Spinco, as applicable, reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the applicable Exchange Offer.

        In addition, Axiall and Eagle Spinco, as applicable, reserve the right to take any action with respect to the exchange for one series of Original Notes (including, without limitation, extending, amending, terminating or waiving a condition to the applicable Exchange Offer with respect to such series) without taking the same action with respect to the Exchange Offer for the other series of

33

Original Notes. Any determination by Axiall or Eagle Spinco, as applicable, concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

        In addition, Axiall and Eagle Spinco, as applicable, will not accept for exchange any Original Notes of the applicable series tendered, and no Exchange Notes of the corresponding series will be issued in exchange for any such Original Notes, if at such time, any stop order has been issued or is threatened with respect to the registration statement of which this prospectus forms a part, or with respect to the qualification of the indenture, under which the Original Notes were issued under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

Exchange Agent

        U.S. Bank National Association has been appointed as the exchange agent for the Exchange Offers. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus or the accompanying letter of transmittal, should be directed to the exchange agent addressed as follows:

        By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:

U.S. Bank National Association
Attention: Specialized Finance
111 Fillmore Ave E
Mail Station—EP-MN-WS2N
St. Paul, MN 55107
Attention: Jack Ellerin

        By Facsimile Transmission (eligible institutions only):

(651) 466-7402
Attention: Specialized Finance

        For Information or Confirmation by Telephone:

(800) 934-6802

        Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

        The exchange agent also acts as trustee under each of the Indentures pursuant to which each series of Original Notes was issued and the corresponding Exchange Notes will be issued.

Solicitation of Tenders; Expenses

        Axiall and Eagle Spinco have not retained any dealer-manager or similar agent in connection with the Exchange Offers and Axiall and Eagle Spinco will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offers. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for actual and reasonable out-of-pocket expenses. Axiall and Eagle Spinco have agreed to pay all expenses incident to the Exchange Offers other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the Original Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

        No person has been authorized to give any information or to make any representations in connection with the Exchange Offers other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by Axiall or

34

Eagle Spinco. Neither the delivery of this prospectus nor any exchange made in the Exchange Offers will, under any circumstances, create any implication that there has been no change in Axiall's or Eagle Spinco's affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus.

        The Exchange Offers are not being made to, nor will tenders be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the making of the Exchange Offers or the acceptance would not be in compliance with the laws of the jurisdiction. However, Axiall or Eagle Spinco may, each at its own discretion, take any action as it may deem necessary to make the applicable Exchange Offer in any jurisdiction. In any jurisdiction where its securities laws or blue sky laws require the Exchange Offers to be made by a licensed broker or dealer, the Exchange Offers are being made on behalf of Axiall and Eagle Spinco by one or more registered brokers or dealers licensed under the laws of the jurisdiction.

Appraisal Rights

        You will not have appraisal or dissenters' rights in connection with the Exchange Offers.

Transfer Taxes

        If you tender your Original Notes, you will not be obligated to pay any transfer taxes in connection with the Exchange Offers, unless you instruct Axiall or Eagle Spinco, as applicable, to register Exchange Notes in the name of, or request Original Notes not tendered or not accepted in the Exchange Offers be returned to, a person other than the registered holder, in which case you will be responsible for the payment of any applicable transfer tax.

Consequences of Failure to Exchange

        As a consequence of the offer or sale of each series of Original Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of each series of Original Notes who do not exchange Original Notes for the corresponding series of Exchange Notes in the Exchange Offers will continue to be subject to the restrictions on transfer of the corresponding series of Original Notes. In general, each series of Original Notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

        Upon completion of the Exchange Offers, due to the restrictions on transfer of the Original Notes and the absence of similar restrictions applicable to each series of Exchange Notes, Axiall and Eagle Spinco likely expect a substantial decrease in the amount of the corresponding series of Original Notes outstanding. It is highly likely that the market, if any, for Original Notes will be relatively less liquid than the market for Exchange Notes. Consequently, holders of each series of Original Notes who do not participate in the Exchange Offers could experience significant diminution in the value of their Original Notes compared to the value of the corresponding series of Exchange Notes.

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DESCRIPTION OF AXIALL'S 2023 NOTES

        You can find the definitions of certain terms used in this Description of Axiall's 2023 Notes under "—Certain Definitions." For purposes of this section, references to the "Axiall" refer only to Axiall and not to any of its Subsidiaries. The term "2023 Notes" refers to Axiall's 4.875% senior notes due 2023 and includes the Original 2023 Notes, the Exchange 2023 Notes and any additional notes issued under the Axiall Indenture (and Exchange Notes relating thereto) from time to time after this offering (the "Additional 2023 Notes").

        The Original 2023 Notes were, and the Exchange 2023 Notes will be, issued under an indenture (the "Axiall Indenture"), dated as of February 1, 2013, among Axiall, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the Exchange 2023 Notes include those stated in the Axiall Indenture and those made part of the Axiall Indenture by reference to the Trust Indenture Act.

        Because this section is a summary, it does not describe every aspect of the Axiall Indenture or the 2023 Notes. This summary is subject to and qualified in its entirety by reference to all of the provisions of the Axiall Indenture, including definitions of certain terms used in the Axiall Indenture, and the 2023 Notes. You should read the Axiall Indenture and the 2023 Notes because they contain additional information and they, and not this description, define your rights as a holder of the 2023 Notes. A copy of the Axiall Indenture has been filed with the SEC. Additionally, copies of the Axiall Indenture and forms of the 2023 Notes are available without charge upon request to us at the address provided under "Where You Can Find More Information."

Brief Description of the 2023 Notes and the 2023 Note Guarantees

        The 2023 Notes.    The 2023 Notes are:

•

general unsecured obligations of Axiall;

•

unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis;

•

pari passu in right of payment with all existing and future senior Indebtedness of Axiall, including obligations under the Credit Agreements and the 2021 Notes;

•

senior in right of payment to all existing and future Subordinated Indebtedness of Axiall;

•

effectively subordinated to Axiall's obligations under the Credit Agreements and other secured Indebtedness to the extent of the value of the assets securing such Indebtedness; and

•

structurally subordinated to all indebtedness and other liabilities and preferred stock of Subsidiaries of Axiall that are not Guarantors.

        The 2023 Note Guarantees.    The 2023 Notes are jointly and severally guaranteed by each of Axiall's current and future Domestic Subsidiaries (other than any Unrestricted Subsidiaries) that also guarantee the U.S. dollar obligations under the Credit Agreements (which, include Eagle Spinco and its Domestic Subsidiaries). Axiall's Foreign Subsidiaries do not guarantee the 2023 Notes. The Guarantors of the 2023 Notes (excluding Eagle Spinco) are the same as the guarantors of the 2021 Notes (other than Axiall).

        Each 2023 Note Guarantee is:

•

a general unsecured obligation of each Guarantor;

•

pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor, including its obligations under the Credit Agreements and the 2021 Notes;

36

•

senior in right of payment to all existing and future Subordinated Indebtedness of that Guarantor;

•

effectively subordinated to the obligations of that Guarantor under the Credit Agreements and other secured Indebtedness to the extent of the value of the assets pledged by that Guarantor securing such Indebtedness; and

•

structurally subordinated to all indebtedness and other liabilities and preferred stock of any Subsidiaries of that Guarantor that are not Guarantors.

        All of Axiall's Subsidiaries (including Eagle Spinco and its Subsidiaries) are "Restricted Subsidiaries"; other than TCI which has been designated as an Unrestricted Subsidiary. Under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," Axiall is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Axiall's Unrestricted Subsidiaries are not subject to any of the restrictive covenants in the Axiall Indenture and do not guarantee the 2023 Notes. See "Risk Factors—Risks Related to the Exchange Notes—The Exchange Notes will be structurally subordinated to all liabilities of our non-guarantor subsidiaries."

Principal, Maturity and Interest

        Axiall previously issued a total of $450 million in aggregate principal amount of Original 2023 Notes. Axiall will issue up to $450 million in aggregate principal amount of Exchange 2023 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Original 2023 Notes, the Exchange 2023 Notes and any Additional 2023 Notes subsequently issued under the Axiall Indenture will be treated as a single class for all purposes under the Axiall Indenture. The 2023 Notes mature on May 15, 2023.

        Interest on the Exchange 2023 Notes accrues from May 15, 2014 at the rate of 4.875% per annum and is payable semi-annually in arrears on May 15 and November 15. Axiall will make each interest payment to the persons in whose names such 2023 Notes are registered at the close of business on the immediately preceding May 1 and November 1, respectively. Interest on the Original 2023 Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments

        Principal of, premium, if any, and interest on the 2023 Notes is payable at Axiall's office or agency maintained for such purpose or, at the option of Axiall, payment of interest may be made by check mailed to the holders of the 2023 Notes at their respective addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and interest with respect to 2023 Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made through the facilities of DTC. Until otherwise designated by Axiall, Axiall's office or agency is the office of the trustee maintained for such purpose.

Ranking

        The Indebtedness evidenced by the 2023 Notes and the 2023 Note Guarantees is senior Indebtedness of Axiall or the applicable Guarantor, as the case may be, and ranks equally in right of payment with all existing and future senior Indebtedness of Axiall or the applicable Guarantor, as the case may be. The Indebtedness under the Credit Agreements is secured by substantially all of the assets of Axiall and the Guarantors. The Indebtedness evidenced by the 2023 Notes and the 2023 Note Guarantees is (i) senior in right of payment to all existing and future Subordinated Indebtedness of

37

Axiall and the Guarantors, as the case may be, (ii) effectively subordinated to Axiall's obligations under the Credit Agreements and other secured Indebtedness to the extent of the value of the assets securing such Indebtedness and (iii) structurally subordinated to all indebtedness and other liabilities and preferred stock of Subsidiaries of Axiall that are not Guarantors.

        As of December 31, 2013, Axiall and the Guarantors had approximately $194.8 million, net of $2.4 million of debt issuance costs, of secured Indebtedness outstanding and an additional $420.2 million of secured Indebtedness available for borrowing under the Credit Agreements. In addition, as of December 31, 2013, Axiall and the Guarantors have total indebtedness of $1,332.8 million.

        A significant portion of the operations of Axiall are conducted through its Subsidiaries. Claims of creditors, including trade creditors, of Subsidiaries of Axiall that do not guarantee the 2023 Notes and claims of preferred stockholders (if any) of such Subsidiaries generally have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of Axiall, including the holders of the 2023 Notes. The 2023 Notes, therefore, are structurally subordinated to holders of Indebtedness and other creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of Axiall that are not Guarantors. Although the Axiall Indenture limits the incurrence of Indebtedness by and the issuance of Disqualified Stock and preferred stock of Restricted Subsidiaries, such limitation is subject to a number of significant qualifications. See "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

2023 Note Guarantees

        Axiall's obligations under the 2023 Notes and the Axiall Indenture are guaranteed by the Guarantors. These 2023 Note Guarantees are joint and several, full and unconditional obligations of the Guarantors. The obligations of each Guarantor under its 2023 Note Guarantee are limited as necessary to prevent that 2023 Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Exchange Notes—Fraudulent transfer and conveyance laws may have adverse implications for the holders of the Exchange Notes."

        Not all of Axiall's Subsidiaries guarantee the 2023 Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries are required to pay the holders of their debt and other liabilities, including their trade creditors and holders of their preferred stock, if any, before they will be able to distribute any of their assets to us. Axiall's non-guarantor Subsidiaries accounted for approximately 16% of Axiall's net sales to non-affiliates for the year end December 31, 2013, and held 18% of Axiall's consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness), as of December 31, 2013.

        The Axiall Indenture provides that a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Axiall or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default exists; and



(2)

either:



(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) is a corporation, partnership or limited liability company, organized or existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of that Guarantor under the Axiall Indenture and its 2023 Note Guarantee pursuant to a supplemental indenture; or

38

(b)

such sale or other disposition, if any, does not violate the "Asset Sale" provisions of the Axiall Indenture.

        The 2023 Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (after giving effect to such transaction) Axiall or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the Axiall Indenture; provided, however, that such Guarantor is also released from its obligations under the Credit Agreements, the 2021 Notes and any other Indebtedness of Axiall or any Restricted Subsidiary



(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (after giving effect to such transaction) Axiall or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the Axiall Indenture; provided, however, that such Guarantor is released from its obligations under the Credit Agreements, the 2021 Notes and any other Indebtedness of Axiall or any Restricted Subsidiary;



(3)

upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor as a guarantor or borrower in respect of the Credit Agreements and the 2021 Notes, except (x) a release, discharge or termination by or as a result of payment under such instrument or (y) to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to the covenant described under "—Certain Covenants—Additional 2023 Note Guarantees";



(4)

if Axiall designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Axiall Indenture;



(5)

upon legal defeasance, covenant defeasance or satisfaction and discharge of the Axiall Indenture as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"; or



(6)

upon the contemporaneous release or discharge of all Guarantees by such Guarantor which would have required such Guarantor to guarantee the 2023 Notes pursuant to the covenant described under "—Certain Covenants—Additional 2023 Note Guarantees" (including, without limitation, the Guarantee of obligations under the Credit Agreements).

Optional Redemption

        At any time prior to May 15, 2016, Axiall may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2023 Notes issued under the Axiall Indenture at a redemption price of 104.875% of the principal amount plus accrued and unpaid interest to the date of redemption (the "Redemption Date"), with the net cash proceeds of one or more Equity Offerings; provided that:

        (1)   at least 65% of the aggregate principal amount of 2023 Notes originally issued under the Axiall Indenture (excluding 2023 Notes held by Axiall and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

        (2)   notice of such redemption is given within 90 days of the closing of such Equity Offering;

        Additionally, at any time prior to May 15, 2018, Axiall may on any one or more occasions also redeem all or part of the 2023 Notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of the 2023 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the Redemption Date, subject to the

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rights of holders of 2023 Notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the preceding two paragraphs, the 2023 Notes are not redeemable at Axiall's option prior to May 15, 2018.

        On or after May 15, 2018, Axiall may on any one or more occasions redeem all or a part of the 2023 Notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2023 Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of holders of 2023 Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2018		102.438	%
2019		101.625	%
2020		100.813	%
2021 and thereafter		100.000	%

        Unless Axiall defaults in the payment of the redemption price, interest will cease to accrue on the 2023 Notes or portions thereof called for redemption on the applicable Redemption Date.

Mandatory Redemption

        Except to the extent that Axiall may be required to offer to purchase the 2023 Notes as set forth below under "—Repurchase at the Option of Holders," Axiall is not required to make mandatory repurchase, redemption or sinking fund payments with respect to the 2023 Notes. Axiall may acquire 2023 Notes by means other than a redemption, whether then by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with the applicable securities laws.

Repurchase at the Option of Holders

Change of Control Triggering Event

        If a "Change of Control Triggering Event" occurs, each holder of 2023 Notes will have the right to require Axiall to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's 2023 Notes pursuant to an offer (a "Change of Control Offer") on the terms set forth in the Axiall Indenture. In the Change of Control Offer, Axiall will offer payment (a "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of 2023 Notes repurchased plus accrued and unpaid interest on the 2023 Notes repurchased to the date of purchase, subject to the rights of holders of 2023 Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, Axiall will deliver a notice to each holder describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase 2023 Notes on the date specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Axiall Indenture and described in such notice. Axiall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2023 Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Axiall Indenture, Axiall will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the Axiall Indenture by virtue of such compliance.

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        On the Change of Control Payment Date, Axiall will, to the extent lawful:

        (1)   accept for payment all 2023 Notes or portions of 2023 Notes properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2023 Notes or portions of 2023 Notes properly tendered; and

        (3)   deliver or cause to be delivered to the Trustee the 2023 Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of 2023 Notes or portions of 2023 Notes being purchased by Axiall.

        The paying agent will promptly deliver to each holder of 2023 Notes properly tendered the Change of Control Payment for such 2023 Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each holder a new 2023 Note equal in principal amount to any unpurchased portion of the 2023 Notes surrendered, if any. Axiall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require Axiall to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of the Axiall Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Axiall Indenture does not contain provisions that permit the holders of the 2023 Notes to require that Axiall repurchase or redeem the 2023 Notes in the event of a takeover, recapitalization or similar transaction.

        Axiall will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Axiall Indenture applicable to a Change of Control Offer made by Axiall and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) a notice of redemption has been given pursuant to the Axiall Indenture prior to the latest date by which such Change of Control Offer must be sent as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, contingent upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Axiall and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder to require Axiall to repurchase its 2023 Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Axiall and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The existence of a holder's right to require Axiall to repurchase such holder's 2023 Notes upon the occurrence of a Change of Control Triggering Event may deter a third party from seeking to acquire Axiall in a transaction that would constitute a Change of Control.

        The Change of Control Triggering Event purchase feature of the 2023 Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the initial purchasers of the 2023 Notes and us. As of the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that

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we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Axiall Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings.

        Restrictions on Axiall's ability to incur additional Indebtedness are contained in the covenants described under "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." Such restrictions in the Axiall Indenture can be waived only with the consent of the holders of a majority in principal amount of the 2023 Notes then outstanding. Except for the limitations contained in such covenants, however, the Axiall Indenture does not contain any covenants or provisions that may afford holders of the 2023 Notes protection in a highly leveraged transaction.

        The Credit Agreements contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control and including repurchases of or other prepayments in respect of the 2023 Notes. The exercise by the holders of the right to require Axiall to repurchase their 2023 Notes upon a Change of Control Triggering Event could cause a default under these other agreements, even if the Change of Control itself does not, due to the financial effect of such repurchases on Axiall. In the event a Change of Control Triggering Event occurs at a time when Axiall is prohibited from purchasing 2023 Notes, Axiall could seek the consent of its other lenders and noteholders to the purchase of 2023 Notes or could attempt to refinance the borrowings that contain such prohibition. If Axiall does not obtain a consent or repay those borrowings, Axiall will remain prohibited from purchasing 2023 Notes. In that case, Axiall's failure to purchase tendered 2023 Notes would constitute an Event of Default under the Axiall Indenture which could, in turn, constitute a default under the other Indebtedness. Finally, Axiall's ability to pay cash to the holders of 2023 Notes upon a repurchase may be limited by Axiall's then existing financial resources. See "Risk Factors—Risks Related to the Exchange Notes—We may be unable to make a change of control offer required by the Indentures governing the Exchange Notes, which would cause defaults under the Indentures, the Term Loan Facility and the ABL Revolver."

Asset Sales

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   Axiall (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Axiall) of the assets sold or otherwise disposed of; and

        (2)   at least 75% of the consideration therefor received by Axiall or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

        (a)   any liabilities, as shown on Axiall's most recent consolidated balance sheet, of Axiall or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the 2023 Notes or any 2023 Note Guarantee) that are assumed by the transferee of any such assets pursuant to customary terms and conditions that releases Axiall or such Restricted Subsidiary from further liability;

        (b)   any securities, notes or other obligations received by Axiall or any such Restricted Subsidiary from such transferee that are within 180 days following the closing of such Asset Sale, converted by Axiall or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

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        (c)   any Designated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed the greater of (x) $100.0 million and (y) 3.75% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being determined in good faith by Axiall and measured at the time received and without giving effect to subsequent changes in value); and

        (d)   any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

        Within 365 days after Axiall's or Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, Axiall or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale:

        (1)   to repay, prepay or purchase Indebtedness and other Obligations (other than Disqualified Stock, Indebtedness of Axiall or any Restricted Subsidiary that is contractually subordinated to the 2023 Notes or any 2023 Note Guarantee or any intercompany Indebtedness between or among Axiall and any of its Restricted Subsidiaries) and, if the Indebtedness repaid is revolving credit Indebtedness under a Credit Facility, to correspondingly reduce commitments with respect thereto;

        (2)   to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Axiall;

        (3)   to make a capital expenditure; or

        (4)   to acquire properties or to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business,

provided that in the case of clauses (2), (3) and (4) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Axiall or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Proceeds, then such Net Proceeds shall constitute Excess Proceeds.

        Pending the final application of any Net Proceeds, Axiall may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by the Axiall Indenture.

        Any Net Proceeds from Asset Sales that are not (i) applied or invested as provided in the second paragraph of this covenant (which may be, at Axiall's determination, prior to expiration of the 365 day period) or (ii) otherwise subject to an asset sale offer pursuant to the terms of any secured Indebtedness (in which event such Net Proceeds will not constitute Excess Proceeds until the asset sale offer provisions of such secured Indebtedness are complied with and then only to the extent of Net Proceeds remaining after consummation of such asset sale offer) will constitute "Excess Proceeds." Within 10 business days after the aggregate amount of Excess Proceeds exceeds $65.0 million, Axiall will make an offer (an "Asset Sale Offer") to all holders of 2023 Notes and all holders of other Indebtedness that is pari passu with the 2023 Notes and is also unsecured containing provisions similar to those set forth in the Axiall Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of 2023 Notes and such other pari passu and unsecured Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any

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Excess Proceeds remain after consummation of an Asset Sale Offer, Axiall may use those Excess Proceeds for any purpose not otherwise prohibited by the Axiall Indenture. If the aggregate principal amount of 2023 Notes and other pari passu Indebtedness tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the 2023 Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        The Axiall Indenture provides that Axiall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of 2023 Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Axiall Indenture, Axiall will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Axiall Indenture by virtue of such compliance.

Selection and Notice

        If less than all of the 2023 Notes are to be redeemed at any time, selection of such 2023 Notes for redemption, will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such 2023 Notes are listed, or, if such 2023 Notes are not so listed, on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC; provided that no 2023 Notes of $2,000 or less shall be purchased or redeemed in part.

        Notices of purchase or redemption shall be delivered, at least 30 but not more than 60 days before the purchase or redemption date to each holder of 2023 Notes to be purchased or redeemed. If any 2023 Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such 2023 Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

        A new 2023 Note in principal amount equal to the unpurchased or unredeemed portion of any 2023 Note purchased or redeemed in part will be issued in the name of the holder thereof upon cancellation of the original 2023 Note. On and after the purchase or redemption date, unless Axiall defaults in payment of the purchase or redemption price, interest shall cease to accrue on 2023 Notes or portions thereof purchased or called for redemption.

Certain Covenants

        Set forth below are summaries of certain covenants contained in the Axiall Indenture.

Termination of Certain Covenants When 2023 Notes Rated Investment Grade

        If on any date following the Issue Date (i) the 2023 Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Axiall Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Termination Event"), then, beginning on that day, the following covenants will cease to apply and will not be later reinstated even if one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the 2023 Notes below an Investment Grade Rating:

(1)

"—Repurchase at the Option of Holders—Asset Sales";



(2)

"—Restricted Payments";



(3)

"—Incurrence of Indebtedness and Issuance of Preferred Stock";



(4)

clause (4) of the first paragraph of "—Merger, Consolidation or Sale of Assets";

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(5)

"—Transactions with Affiliates"; and



(6)

"—Dividend and Other Payment Restrictions Affecting Subsidiaries."

        No Subsidiaries shall be designated as Unrestricted Subsidiaries following a Covenant Termination Event.

        There can be no assurance that the 2023 Notes will ever achieve Investment Grade Ratings or that such ratings, if achieved, will be maintained.

Restricted Payments

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution on account of Axiall's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Axiall or any of its Restricted Subsidiaries) or to the direct or indirect holders of Axiall's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, distributions or payments payable in Equity Interests (other than Disqualified Stock) of Axiall and other than dividends or distributions payable to Axiall or a Restricted Subsidiary);

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Axiall) any Equity Interests of Axiall or any direct or indirect parent of Axiall held by Persons other than Axiall or any of its Restricted Subsidiaries;

        (3)   make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect to any Subordinated Indebtedness of Axiall or any Guarantor (excluding any intercompany Indebtedness between or among Axiall and any of its Restricted Subsidiaries, and giving of an irrevocable notice of redemption with respect to transactions described in clauses (2) or (3) of the second paragraph of this covenant), except a payment, purchase, redemption, defeasance or other acquisition or retirement for value within one year of the Stated Maturity thereof; or

        (4)   make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

        (2)   Axiall would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Axiall and its Restricted Subsidiaries since December 22, 2009 (excluding

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Restricted Payments permitted by clauses (2) through (15) of the next succeeding paragraph), is less than the sum, without duplication, of:

        (a)   50% of the Consolidated Net Income of Axiall for the period (taken as one accounting period) from January 1, 2010 to the end of Axiall's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

        (b)   100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by Axiall since December 22, 2009 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Axiall (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Axiall that have been converted into or exchanged for such Equity Interests (other than a contribution made by or Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Axiall); plus

        (c)   without duplication, the amount by which Indebtedness of Axiall or its Restricted Subsidiaries incurred after December 22, 2009 is reduced on Axiall's balance sheet upon its conversion or exchange (other than by a Subsidiary of Axiall) into or for Equity Interests (other than Disqualified Stock) of Axiall (less the amount of any cash, or the fair market value of any other property, distributed by Axiall upon such conversion or exchange); plus

        (d)   to the extent that any Restricted Investment that was made after December 22, 2009 is sold for cash or otherwise liquidated or repaid for cash, 100% of the net cash proceeds therefrom; plus

        (e)   to the extent that any Unrestricted Subsidiary of Axiall designated as such after December 22, 2009 is redesignated as a Restricted Subsidiary after December 22, 2009, the Fair Market Value of Axiall's Investment in such Subsidiary as of the date of such redesignation; plus

        (f)    any dividends received by Axiall or a Restricted Subsidiary of Axiall after December 22, 2009 from an Unrestricted Subsidiary of Axiall, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Axiall for such period.

        The preceding provisions will not prohibit:

        (1)   the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Axiall Indenture;

        (2)   the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Axiall) of, Equity Interests of Axiall (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Axiall; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

        (3)   the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Axiall or any Guarantor that is contractually subordinated to the 2023 Notes or to any 2023 Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

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        (4)   the payment of any dividend or other distribution (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Axiall to the holders of its Equity Interests on a pro rata basis;

        (5)   the repurchase or other retirement of Equity Interests to occur in respect of the exercise, vesting or award of Equity Interests to employees or other qualified recipients made for compensation purposes, to the extent such Equity Interests so repurchased or retired represent the exercise price in respect of stock options, or the reduction in Equity Interests to account for payments in respect of withholding, income or similar taxes, paid by Axiall or its Restricted Subsidiaries on behalf of such employees or other qualified recipients;

        (6)   the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Axiall or any Restricted Subsidiary of Axiall issued on or after the Issue Date in accordance with the Consolidated Coverage Ratio test described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (7)   any Qualified Receivables Transaction (including transfers of Receivables between Axiall or any of its Subsidiaries and any Receivables Entity, transfers by any Receivables Entity to any other Person and payments of amounts pursuant to such Qualified Receivables Transaction) and any distribution or payment of purchase price, commissions, discounts, yield and other fees and charges incurred in connection with any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which Axiall or any of its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets of the type specified in the definition of "Qualified Receivables Transaction";

        (8)   the repurchase of Receivables by Axiall or any of its Subsidiaries or other payment obligations of Axiall or any Restricted Subsidiary of Axiall pursuant to Standard Securitization Undertakings;

        (9)   loans or advances to employees or directors of Axiall or any Restricted Subsidiary of Axiall, the proceeds of which are used to purchase Equity Interests of Axiall, in an aggregate amount not in excess of $10.0 million at any one time outstanding;

        (10) so long as no Default has occurred and is continuing or would be caused thereby, the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of Axiall or any Guarantor Note Guarantee in accordance with provisions similar to the covenant described under the captions "—Repurchase at the Option of Holders—Change of Control Triggering Event" and "—Repurchase at the Option of Holders—Asset Sales"; provided that prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, Axiall has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the 2023 Notes and has completed the repurchase or redemption of all 2023 Notes validly tendered for payment (after giving effect to any proration provisions in such covenant) in connection with such Change of Control Offer or Asset Sale Offer;

        (11) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of Axiall or any of its Restricted Subsidiaries made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of Axiall or such Restricted Subsidiary;

        (12) so long as no Default has occurred and is continuing or would be caused thereby, the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Equity Interests of Axiall or any direct or indirect parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service;

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provided that the aggregate cash consideration paid for all such redemptions shall not exceed the sum of (A) $10.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to Axiall from the issuance and sale after the Issue Date of Equity Interests of Axiall to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (12), plus (C) the net cash proceeds of any "key-man" life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (12);

        (13) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends to the holders of common stock of Axiall and/or the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Equity Interests of Axiall pursuant to a repurchase program approved by the Board of Directors; provided that the aggregate amount of cash consideration paid for all such dividends, purchases, repurchases, redemptions, defeasances or other acquisitions or retirements shall not exceed $150.0 million during any fiscal year;

        (14) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $75.0 million since the Issue Date; and

        (15) Restricted Payments made as part of the Transactions.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Axiall or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Axiall whose resolution with respect thereto will be delivered to the Trustee.

        Notwithstanding anything contained herein to the contrary, (i) the Fair Market Value of any property received in connection with the Transactions and (ii) Axiall's redemption of its 10.75% Senior Subordinated Notes due 2016 shall be excluded for purposes of calculating the Restricted Payment capacity of Axiall and its Restricted Subsidiaries pursuant to clause (3) of the first paragraph of this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and Axiall will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Axiall may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if Axiall's Consolidated Coverage Ratio would be at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness, Disqualified Stock or Restricted Subsidiary preferred stock (collectively, "Permitted Debt"):

        (1)   the incurrence of Indebtedness of Axiall or any of its Restricted Subsidiaries under Credit Facilities in an aggregate amount at any time outstanding not to exceed the greater of

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(x) $500.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Axiall or any of its Restricted Subsidiaries since the Issue Date to repay any term Indebtedness under a Credit Facility incurred in reliance on this clause (1) or to repay any revolving credit Indebtedness under a Credit Facility incurred in reliance on this clause (1) and effect a corresponding commitment reduction thereunder to the extent required by the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales," or (y) the Borrowing Base as of the date of such incurrence;

        (2)   Existing Indebtedness other than Indebtedness in existence under clauses (1), (3) and (16) on the Issue Date;

        (3)   the incurrence by Axiall and the Guarantors of Indebtedness represented by the 2023 Notes and the related 2023 Note Guarantees issued on the Issue Date and the Exchange 2023 Notes and the related 2023 Exchange Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;

        (4)   the incurrence by Axiall or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money or other obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Axiall or any of its Restricted Subsidiaries, in an aggregate amount at any one time outstanding, including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) $150.0 million and (y) 5.5% of Consolidated Tangible Assets;

        (5)   the incurrence by Axiall or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Axiall Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (12), (13) or (15) of this paragraph;

        (6)   the incurrence by Axiall or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Axiall and any of its Restricted Subsidiaries; provided, however, that:

        (a)   if Axiall or any Guarantor is the obligor on such Indebtedness and the payee is not Axiall or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the 2023 Notes, in the case of Axiall, or the 2023 Note Guarantee, in the case of a Guarantor; and

        (b)   (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Axiall or a Restricted Subsidiary of Axiall and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Axiall or a Restricted Subsidiary of Axiall,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by Axiall or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   the issuance by any of Axiall's Restricted Subsidiaries to Axiall or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

        (a)   any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Axiall or a Restricted Subsidiary of Axiall; and

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        (b)   any sale or other transfer of any such preferred stock to a Person that is not either Axiall or a Restricted Subsidiary of Axiall,

will be deemed, in each case, at the time of such subsequent issuance, sale or transfer to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

        (8)   the incurrence by Axiall or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;

        (9)   the guarantee by Axiall or any Restricted Subsidiary of Indebtedness of Axiall or a Restricted Subsidiary of Axiall that was permitted to be incurred by another provision of this covenant; provided that, in the case of a guarantee of any Restricted Subsidiary that is not a Guarantor, such Restricted Subsidiary complies with the covenant described below under the caption "—Additional 2023 Note Guarantees";

        (10) the incurrence by Axiall or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, performance and surety bonds in the ordinary course of business;

        (11) the incurrence by Axiall or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

        (12) (x) Acquired Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by Axiall or any of its Restricted Subsidiaries and (y) Indebtedness incurred to finance an acquisition, merger, consolidation or amalgamation; provided, however, that in the case of clauses (x) and (y), on the date of such acquisition, merger, consolidation or amalgamation, either (a) Axiall would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant, or (b) the Consolidated Coverage Ratio of Axiall and the Restricted Subsidiaries is equal to or greater than immediately prior to the acquisition of such Restricted Subsidiary, in each case after giving effect to the incurrence of such Indebtedness pursuant to this clause (12);

        (13) the incurrence by non-guarantor Restricted Subsidiaries of Indebtedness in an aggregate amount at any time outstanding pursuant to this clause (13), including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), not to exceed the greater of (x) $150.0 million and (y) 5.5% of the Consolidated Tangible Assets of such non-guarantor Restricted Subsidiaries;

        (14) the incurrence of Indebtedness arising from agreements of Axiall or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Axiall and its Restricted Subsidiaries in connection with such disposition;

        (15) the incurrence by Axiall or its Restricted Subsidiaries of additional Indebtedness or Disqualified Stock or the issuance by any of Axiall's Restricted Subsidiaries of shares of preferred stock in an aggregate amount at any time outstanding, including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed the greater of $150.0 million and 5.5% of Consolidated Tangible Assets; and

        (16) the incurrence by Axiall and the Guarantors of Indebtedness under the Term Loan Agreement on the Merger Date in an aggregate amount not to exceed $212.0 million.

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        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Axiall will be permitted to classify such item of Indebtedness, Disqualified Stock or preferred stock on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, Disqualified Stock or preferred stock in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the Axiall Indenture (after giving effect to the issuance of the 2023 Notes, the application of the proceeds thereof and the incurrence of any Indebtedness under Credit Facilities on such date) will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) (and in the case of the Term Loan Agreement, clause (16)) of the definition of "Permitted Debt."

        The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of Axiall as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness where the Indebtedness to be incurred is denominated in a different currency, (1) the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness and (2) in the case of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced, the principal amount thereof shall be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that the principal amount of the Permitted Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess principal amount shall be determined on the date such Permitted Refinancing Indebtedness is incurred. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Axiall or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values subsequent to the incurrence of such Indebtedness.

        The amount of any Indebtedness outstanding as of any date will be:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

        (2)   the principal amount of the Indebtedness, in the case of any other Indebtedness; and

        (3)   in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

        (a)   the Fair Market Value of such assets at the date of determination; and

        (b)   the amount of the Indebtedness of the other Person.

Liens

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) on any of their properties or assets, now owned or hereafter acquired, unless all

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payments due under the Axiall Indenture and the 2023 Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock to Axiall or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Axiall or any of its Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock);

        (2)   make loans or advances to Axiall or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Axiall or any Restricted Subsidiary to other Indebtedness incurred by Axiall or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or

        (3)   sell, lease or transfer any of its properties or assets to Axiall or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (1)   any encumbrance or restriction pursuant to an agreement as in effect at the Issue Date, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

        (2)   any encumbrance or restriction pursuant to any agreement governing other Indebtedness permitted to be incurred under the covenant described above under "—Incurrence of Indebtedness and Issuance of Preferred Stock," and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances and restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those permitted by the immediately preceding clause (1);

        (3)   the Axiall Indenture, the 2023 Notes and the 2023 Note Guarantees;

        (4)   applicable law, rule, regulation or order;

        (5)   any instrument governing Indebtedness or Capital Stock of a Person acquired by Axiall or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on

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the date of acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Axiall Indenture to be incurred;

        (6)   customary encumbrances or restrictions (i) on the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract that was entered into in the ordinary course of business, or the assignment or transfer of any such lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements permitted under the Indenture to secure Indebtedness of Axiall or any of its Restricted Subsidiaries or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Axiall or any of its Restricted Subsidiaries entered into in the ordinary course of business;

        (7)   purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

        (8)   any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

        (9)   Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (10) Liens permitted to be incurred under the provisions of the covenant described above under the caption "—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;

        (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements;

        (12) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered in to in the ordinary course of business, so long as such encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable;

        (13) Indebtedness or other contractual requirements of a Receivables Entity or any Standard Securitization Undertakings, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity, Receivables and Related Assets;

        (14) restrictions on cash or other deposits or net worth under leases or other contracts entered into in the ordinary course of business; and

        (15) Indebtedness of non-Guarantor Subsidiaries permitted to be incurred under the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" that impose restrictions solely on the non-Guarantor Subsidiaries party thereto.

Merger, Consolidation or Sale of Assets

        The Axiall Indenture provides that Axiall will not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not Axiall is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Axiall and

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its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

        (1)   either: (a) Axiall is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Axiall) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Company") provided that, in the case such Person is an entity other than a corporation, such Person will form a wholly owned Subsidiary that is a corporation and cause such Subsidiary to become a co-issuer of the 2023 Notes;

        (2)   the Successor Company (if other than Axiall) assumes all the obligations of Axiall under the 2023 Notes and the Axiall Indenture;

        (3)   immediately after such transaction, no Default exists;

        (4)   immediately after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," or (B) the Consolidated Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be equal to or greater than such ratio immediately prior to such transaction;

        (5)   if the Successor Company is not Axiall, each Guarantor shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company's obligations under the Axiall Indenture and the 2023 Notes; and

        (6)   Axiall shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Axiall Indenture and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Axiall Indenture.

        In addition, Axiall will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

        (1)   a merger of Axiall with an Affiliate solely for the purpose of reincorporating Axiall in another U.S. jurisdiction;

        (2)   any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Axiall and any Restricted Subsidiary; or

        (3)   a sale, assignment, transfer, conveyance or disposition of assets between or among Axiall and any non-guarantor Subsidiaries.

Transactions with Affiliates

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any

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transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Axiall (each, an "Affiliate Transaction"), unless:

        (1)   the Affiliate Transaction is on terms that are no less favorable to Axiall or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Axiall or such Restricted Subsidiary with an unrelated Person; and

        (2)   Axiall delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, a resolution of the Board of Directors of Axiall set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Axiall.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Axiall or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

        (2)   transactions between or among Axiall and/or its Restricted Subsidiaries;

        (3)   transactions with a Person (other than an Unrestricted Subsidiary of Axiall) that is an Affiliate of Axiall solely because Axiall owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

        (4)   payment of fees to, and indemnity provided on behalf of, officers, directors or employees of Axiall or any Restricted Subsidiary;

        (5)   any issuance of Equity Interests (other than Disqualified Stock) of Axiall to Affiliates of Axiall;

        (6)   Restricted Payments and Permitted Investments that do not violate the provisions of the Axiall Indenture described above under the caption "—Restricted Payments";

        (7)   transactions between or among Axiall and/or its Restricted Subsidiaries on the one hand and a Receivables Entity on the other hand, or transactions between a Receivables Entity and any Person in which the Receivables Entity has an Investment, in each case effected as part of a Qualified Receivables Transaction;

        (8)   transactions between Axiall and its Restricted Subsidiaries and PPG and its subsidiaries in effect on the Merger Date and any amendments, modifications, renewals, supplements or replacements; provided that such amendments, modifications, renewals, supplements or replacements are not materially less favorable, taken as a whole, than the transactions in effect on the Merger Date;

        (9)   transactions involving or relating to TCI and RS Cogen;

        (10) any transaction or series of transactions involving aggregate consideration of $5.0 million or less;

        (11) loans or advances to employees by Axiall or any of its Restricted Subsidiaries in the ordinary course of business; and

        (12) the transactions comprising Transactions and the payment of all fees and expenses related to the Transactions.

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Business Activities

        The Axiall Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Axiall and its Restricted Subsidiaries taken as a whole.

Additional 2023 Note Guarantees

        The Axiall Indenture provides that if, on or after the Issue Date (unless such acquired or created Domestic Subsidiary is properly designated as an Unrestricted Subsidiary):

        (1)   Axiall or any of its Domestic Subsidiaries acquires or creates another Domestic Subsidiary that incurs any Indebtedness under the Credit Agreements, any syndicated loan or capital markets Indebtedness or guarantees any such Indebtedness of Axiall or any of its Domestic Subsidiaries; or

        (2)   any Domestic Subsidiary of Axiall incurs Indebtedness under the Credit Agreements, any syndicated loan or capital markets Indebtedness or guarantees any such Indebtedness of Axiall or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Guarantor immediately prior to such incurrence or guarantee (an "Additional Obligor"),

then that newly acquired or created Domestic Subsidiary or Additional Obligor, as the case may be, will become a Guarantor and guarantee Axiall's Obligations in respect of the 2023 Notes and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 30 days after the date on which it was acquired or created or incurred, as the case may be; provided that no Receivables Entity will be required to become a Guarantor at any time.

Designation of Restricted and Unrestricted Subsidiaries

        The Axiall Indenture provides that except after a Covenant Termination Event, the Board of Directors of Axiall may designate any Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Subsidiary (other than TCI) is designated as an Unrestricted Subsidiary after the Issue Date, the aggregate Fair Market Value of all outstanding Investments owned by Axiall and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under one or more clauses of the definition of Permitted Investments, as determined by Axiall. That designation will only be permitted if the Investment would be permitted at that time and if the Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Axiall may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of Axiall as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Axiall Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Axiall as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," Axiall will be in default of such covenant. The Board of Directors of Axiall may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Axiall; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Axiall of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant

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described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default would be in existence following such designation.

Reports and Other Information

        The Axiall Indenture provides that notwithstanding that Axiall may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, the Axiall Indenture requires Axiall to file with the Commission (and make available to the Trustee and holders of the notes (without exhibits), without cost to each holder, within 15 days after it files them with the Commission), provided that this provision will be deemed to have been satisfied with respect to any reports, filings and other information that is available on the Securities and Exchange Commission's EDGAR system),

        (a)   within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

        (b)   within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;

        (c)   within the time periods specified under the Exchange Act from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

        (d)   any other information, documents and other reports which the Company would be required to file with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act;

provided that Axiall shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event Axiall will make available such information to prospective purchasers of 2023 Notes, in addition to providing such information to the Trustee and the holders of the 2023 Notes, in each case within 15 days after the time Axiall would have been required to file such information with the Commission, if it were subject to Sections 13 or 15(d) of the Exchange Act by posting such information to a publicly accessible website on Axiall's website.

        Notwithstanding anything herein to the contrary, Axiall will not be deemed to have failed to comply with any of its agreements under this covenant for purposes of clause (4) under "—Events of Default and Remedies" until 120 days after the date any report hereunder is required to be filed with the Commission (or posted on Axiall's website) pursuant to this covenant.

Events of Default and Remedies

        Each of the following is an "Event of Default" for the 2023 Notes:

        (1)   default for 30 days in the payment when due of interest on the 2023 Notes;

        (2)   default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the 2023 Notes;

        (3)   failure by Axiall or any of its Restricted Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control

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Triggering Event," "—Repurchase at the Option of Holders—Asset Sales" or "—Certain Covenants—Merger, Consolidation or Sale of Assets";

        (4)   failure by Axiall or any of its Restricted Subsidiaries for 60 days after notice to Axiall by the Trustee or the holders of at least 25% in aggregate principal amount of the 2023 Notes then outstanding voting as a single class to comply with any of the other agreements in the Axiall Indenture;

        (5)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Axiall or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Axiall or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

        (a)   is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more;

        (6)   failure by Axiall or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million (net of any amounts paid by an insurance carrier or bonded), which judgments are not paid, discharged or stayed for a period of 60 days;

        (7)   except as permitted by the Axiall Indenture, any 2023 Note Guarantee of a Guarantor that is a Significant Subsidiary is, or 2023 Note Guarantees of a group of Subsidiaries that, taken together, would constitute a Significant Subsidiary are, held in any judicial proceeding to be unenforceable or invalid or cease or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary, or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on its or their behalf, denies or disaffirms its obligations under its 2023 Note Guarantee; and

        (8)   certain events of bankruptcy or insolvency described in the Axiall Indenture with respect to Axiall or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Axiall, any Restricted Subsidiary of Axiall that is a Significant Subsidiary or any group of Restricted Subsidiaries of Axiall that, taken together, would constitute a Significant Subsidiary, all outstanding 2023 Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2023 Notes may declare all the 2023 Notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding 2023 Notes may direct the Trustee in its exercise of any trust or power with respect to the 2023 Notes. The Trustee may withhold from holders of the 2023 Notes notice of any continuing Default if it determines that withholding notice is in their interest, except a Default relating to the payment of principal, interest or premium.

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        Subject to the provisions of the Axiall Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Axiall Indenture at the request or direction of any holders of 2023 Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of a note may pursue any remedy with respect to the Axiall Indenture or 2023 Notes unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the then outstanding 2023 Notes have requested the Trustee to pursue the remedy with respect to the 2023 Notes;



(3)

such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the then outstanding 2023 Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding 2023 Notes by notice to the Trustee may, on behalf of the holders of all of the 2023 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Axiall Indenture with respect to the 2023 Notes, except a continuing Default in the payment of interest or premium on, or the principal of, the 2023 Notes.

        Axiall is required to deliver to the Trustee annually a statement regarding compliance with the Axiall Indenture. Upon becoming aware of any Default, Axiall is required to deliver to the Trustee a statement specifying such Default, unless such Default shall have been cured prior to the time such statement is required to be delivered.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of Axiall or any Guarantor, as such, has any liability for any obligations of Axiall or the Guarantors under the 2023 Notes, the Axiall Indenture, the 2023 Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2023 Notes by accepting a 2023 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2023 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        Axiall may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, elect to have all of its obligations discharged with respect to the outstanding 2023 Notes, and all obligations of the Guarantors discharged with respect to their 2023 Note Guarantees ("Legal Defeasance") except for:

        (1)   the rights of holders of outstanding 2023 Notes to receive payments in respect of the principal of, or interest or premium on, such 2023 Notes when such payments are due from the trust referred to below;

        (2)   Axiall's obligations with respect to the 2023 Notes concerning issuing temporary 2023 Notes, registration of 2023 Notes, mutilated, destroyed, lost or stolen 2023 Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

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        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and Axiall's and the Guarantors' obligations in connection therewith; and

        (4)   the Legal Defeasance and Covenant Defeasance provisions of the Axiall Indenture.

        In addition, Axiall may, at its option and at any time, elect to have the obligations of Axiall and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Axiall Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default with respect to the 2023 Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the 2023 Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   Axiall must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the 2023 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the outstanding 2023 Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Axiall must specify whether the 2023 Notes are being defeased to such stated date for payment or to a particular redemption date;

        (2)   in the case of Legal Defeasance, Axiall must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) Axiall has received from, or there has been published by, the Internal Revenue Service (IRS) a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding 2023 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, Axiall must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding 2023 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Axiall or any Guarantor is a party or by which Axiall or any Guarantor is bound;

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Axiall Indenture) to which Axiall or any of its Subsidiaries is a party or by which Axiall or any of its Subsidiaries is bound;

        (6)   Axiall must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by Axiall with the intent of preferring the holders of the 2023 Notes, over the other creditors of Axiall with the intent of defeating, hindering, delaying or defrauding any creditors of Axiall or others; and

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        (7)   Axiall must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Axiall Indenture, the 2023 Notes or the 2023 Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the 2023 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2023 Notes), and any existing Default or compliance with any provision of the Axiall Indenture, the 2023 Notes or the 2023 Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount the 2023 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2023 Notes).

        Without the consent of each holder of 2023 Notes affected thereby, an amendment, supplement or waiver may not (with respect to any 2023 Notes held by a non-consenting holder):

        (1)   reduce the principal amount of 2023 Notes whose holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any 2023 Note or alter the provisions with respect to the redemption of the 2023 Notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");

        (3)   reduce the rate of or change the time for payment of interest, including default interest, on any 2023 Note;

        (4)   waive a Default in the payment of principal of, or interest or premium on, the 2023 Notes (except a rescission of acceleration of the 2023 Notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any 2023 Note payable in money other than U.S. dollars;

        (6)   make any change in the provisions of the Axiall Indenture relating to waivers of past Defaults or the rights of holders of 2023 Notes to receive payments of principal of, or interest or premium on, the 2023 Notes;

        (7)   waive a redemption payment with respect to any 2023 Note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");

        (8)   release any Guarantor from any of its obligations under its 2023 Note Guarantee or the Axiall Indenture, except in accordance with the terms of the Axiall Indenture; or

        (9)   make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of the 2023 Notes, Axiall, the Guarantors and the Trustee may amend or supplement the Axiall Indenture, the 2023 Notes or the 2023 Note Guarantees (for avoidance of doubt, existing Guarantors are not required to execute any supplemental indenture to add additional Guarantors pursuant to clause (8) below):

        (1)   to cure any ambiguity, defect or inconsistency;

        (2)   to provide for uncertificated 2023 Notes in addition to or in place of certificated 2023 Notes;

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        (3)   to provide for the assumption of Axiall's or a Guarantor's obligations to holders of 2023 Notes and 2023 Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Axiall's or such Guarantor's assets, as applicable;

        (4)   to make any change that would provide any additional rights or benefits to the holders of 2023 Notes or that does not adversely affect the legal rights under the Axiall Indenture of any such holder in any material respect;

        (5)   to comply with requirements of the SEC in order to effect or maintain the qualification of the Axiall Indenture under the Trust Indenture Act;

        (6)   to conform the text of the Axiall Indenture, the 2023 Note Guarantees or the 2023 Notes to any provision of this Description of Axiall's 2023 Notes to the extent that such provision in this Description of Axiall's 2023 Notes was intended to be a verbatim recitation of a provision of the Axiall Indenture, the 2023 Note Guarantees or the 2023 Notes;

        (7)   to provide for the issuance of Additional 2023 Notes in accordance with the limitations set forth in the Axiall Indenture as of the Issue Date;

        (8)   to allow any Guarantor to execute a supplemental indenture and/or a 2023 Note Guarantee with respect to the 2023 Notes;

        (9)   to secure the 2023 Notes or any 2023 Note Guarantee; or

        (10) to add to the covenants of Axiall for the benefit of the holders of 2023 Notes or surrender any right or power conferred upon Axiall.

        The consent of the holders is not necessary under the Axiall Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Satisfaction and Discharge

        The Axiall Indenture will be discharged and will cease to be of further effect as to all 2023 Notes, issued thereunder when:

        (1)   either:

        (a)   all 2023 Notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and all 2023 Notes for whose payment money has been deposited in trust and thereafter repaid to Axiall, have been delivered to the Trustee for cancellation; or

        (b)   all 2023 Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Axiall or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of such notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

        (2)   no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Axiall or any Guarantor is a party or by which Axiall or any Guarantor is bound;

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        (3)   Axiall or any Guarantor has paid or caused to be paid all sums payable by it under the Axiall Indenture with respect to the 2023 Notes; and

        (4)   Axiall has delivered irrevocable instructions to the Trustee under the Axiall Indenture to apply the deposited money toward the payment of the 2023 Notes at maturity or on the redemption date, as the case may be.

        In addition, Axiall must deliver an Officers' Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of Axiall or any Guarantor, the Axiall Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Axiall Indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding 2023 Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to the 2023 Notes, subject to certain exceptions. The Axiall Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Axiall Indenture at the request of any holder of 2023 Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

        The Axiall Indenture and the 2023 Notes are governed by, and construed in accordance with, the laws of the State of New York, without regard of conflicts of laws principles that would require the application of the laws of another jurisdiction.

Certain Definitions

        Set forth below are certain defined terms used in the Axiall Indenture. Reference is made to the Axiall Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

        "2021 Notes" means the 4.625% Senior Notes due 2021 of Eagle Spinco.

        "2023 Note Guarantee" means the Guarantee of the 2023 Notes by the Guarantors.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or

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indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Entity makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of Axiall or any of its Subsidiaries solely by reason of such Investment.

        "Applicable Premium" means, with respect to any note on any redemption date, the greater of:

        (1)   1.0% of the principal amount of the note; and

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the 2023 Note at May 15, 2018 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the note through May 15, 2018 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the principal amount of the 2023 Note.

        "Asset Sale" means:

        (1)   the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Axiall and its Restricted Subsidiaries taken as a whole (whether by merger, consolidation or otherwise) will be governed by the provisions of the Axiall Indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control Triggering Event" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and

        (2)   the issuance of Equity Interests in any of Axiall's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than preferred stock of Restricted Subsidiaries issued in a manner permitted pursuant to the provisions described above under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock").

        Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

        (1)   any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $50.0 million;

        (2)   a transfer of assets between or among Axiall and its Restricted Subsidiaries;

        (3)   the disposition of all or substantially all of the assets of Axiall in a manner permitted pursuant to the provisions described above under "—Certain Covenants—Merger, Consolidation or Sale of Assets" or any disposition that constitutes a Change of Control pursuant to the Axiall Indenture;

        (4)   an issuance of Equity Interests by a Restricted Subsidiary of Axiall to Axiall or to a Restricted Subsidiary of Axiall;

        (5)   the sale or lease of products, services, accounts receivable or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

        (6)   the sale or other disposition of cash or Cash Equivalents;

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        (7)   transfers or sales of Receivables and Related Assets to a Receivables Entity or to any Person in connection with a Qualified Receivables Transaction or the creation of a Lien on any such Receivables or Related Assets in connection with a Qualified Receivables Transaction;

        (8)   transfers of Receivables and Related Assets (or a fractional undivided interest therein) by a Receivables Entity in a Qualified Receivables Transaction;

        (9)   a Restricted Payment that does not violate the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment;

        (10) the concurrent trade or exchange of assets between Axiall or its Restricted Subsidiaries and another Person including any cash or Cash Equivalents necessary in order to achieve an exchange of equivalent value; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant set forth under the caption "Repurchase at the Option of Holders—Asset Sales" and must be determined in good faith by Axiall's Board of Directors to be necessary to achieve an exchange of equivalent value;

        (11) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do not materially interfere with the business of Axiall and its Restricted Subsidiaries;

        (12) a disposition of receivables in connection with the compromise, settlement or collection or sale thereof in the ordinary course of business or in bankruptcy, liquidation or insolvency proceedings; and

        (13) any transaction comprising the Transactions.

        "Attributable Indebtedness" in respect of a transaction in which Axiall or a Restricted Subsidiary transfers property to a Person and Axiall or a Restricted Subsidiary leases such property from that Person, means, as at the time of determination, the present value (discounted at the interest rate borne by the notes, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such transaction (including any period for which such lease has been extended).

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

        (2)   with respect to a partnership, the Board of Directors (or comparable governing entity) of the general partner of the partnership or any committee thereof duly authorized to act on behalf of such board;

        (3)   with respect to a limited liability company, the managing member or members or any authorized committee of managing members thereof; and

        (4)   with respect to any other Person, the board or committee of such Person serving a similar function.

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        "Borrowing Base" means, as of any date, an amount equal to:

        (1)   85% of the value of all accounts receivable owned by Axiall and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus

        (2)   70% of the value of all inventory owned by Axiall and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus

        (3)   100% of the unrestricted cash and Cash Equivalents of Axiall and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty; provided, however that the OMERS Leases shall not be deemed to be Capitalized Lease Obligations.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalents" means:

        (1)   United States dollars or Canadian dollars;

        (2)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

        (3)   certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to any Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within six months after the date of acquisition; and

        (6)   money market funds at least 95% of the assets of which constitute cash or Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

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        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Axiall and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act);

        (2)   the adoption of a plan relating to the liquidation or dissolution of Axiall; or

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Axiall, measured by voting power rather than number of shares.

        Notwithstanding the foregoing, any holding company that directly or indirectly owns 100% of the Voting Stock of Axiall shall not be deemed to be a "person" for purposes of clauses (1) and (3) above such that the Beneficial Owners of such holding company shall be the Beneficial Owners of Axiall's Voting Stock for purposes of clauses (1) and (3) above.

        "Change of Control Triggering Event" means the occurrence of a Change of Control that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings categories), or withdrawal of the rating of the 2023 Notes within the Ratings Decline Period by one or more Rating Agencies, as a result of which the rating of the 2023 Notes on any day during such Ratings Decline Period is below the rating by each such Rating Agency in effect immediately preceding the first public announcement of the transaction that would constitute a Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control.

        "Commission" means the United States Securities and Exchange Commission.

        "Consolidated Coverage Ratio" means as of any date of determination, with respect to any specified Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements are available to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that:

        (1)   if Axiall or any of its Restricted Subsidiaries:

        (a)   has incurred or assumed any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of revolving credit Indebtedness under any Credit Facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or

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otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

        (b)   has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving Credit Facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

        (2)   if since the beginning of such period Axiall or any of its Restricted Subsidiaries will have made any Asset Sale or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Sale or disposition:

        (a)   the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale or disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

        (b)   Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of Axiall or any of its Restricted Subsidiaries repaid, repurchased, defeased or otherwise discharged with respect to Axiall and its continuing Restricted Subsidiaries in connection with such Asset Sale or disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Axiall and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

        (3)   if since the beginning of such period Axiall or any of its Restricted Subsidiaries (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into Axiall) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

        (4)   if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period) will have made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by Axiall or any of its Restricted Subsidiaries during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such Asset Sale or Investment or acquisition of assets occurred on the first day of such period.

        For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of Axiall (and, to the extent such calculation includes pro forma expense and cost reductions, such pro forma expense and cost reductions shall be limited to, for the avoidance of doubt,

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cost savings and operating expense reductions resulting from such Investments, acquisition, merger or consolidation which is being given pro forma effect that have been or are expected to be realized within twelve (12) months after the date of such Investment, acquisition, merger or consolidation as the result of specified actions taken or to be taken within six (6) months after such date). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months; provided that if such Hedging Obligation has a remaining term of less than 12 months such Hedging Obligation shall be taken into account for the number of months remaining). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of Axiall, the interest rate shall be calculated by applying such optional rate chosen by Axiall.

        "Consolidated EBITDA" means with respect to any specified Person for any period, without duplication, the Consolidated Net Income of such Person for such period, plus the following to the extent deducted in calculating such Consolidated Net Income (other than clause (8)):

        (1)   Consolidated Interest Expense;

        (2)   Consolidated Income Taxes;

        (3)   consolidated depreciation expense;

        (4)   consolidated amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and impairment charges;

        (5)   fees and expenses of third-party professionals incurred prior to the Issue Date in respect of financing transactions and various amendments to existing credit facilities;

        (6)   any (i) cash expenses or charges related to the Transactions, or incurred in connection with any acquisition, disposition, Investment, issuance or repayment of Indebtedness, amendments to or preparation of documentation governing Indebtedness, and issuance of Equity Interests, in each case whether or not completed) and (ii) other non-recurring or non-cash expenses or charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation);

        (7)   the amount of restructuring charges or reserve, integration cost or other business optimization expense or cost, including any one time costs incurred in connection with the Transactions or any acquisitions after the Issue Date and cost related to the closure and/or consolidation of the facilities; provided that the aggregate amount of cash charges and cash costs that are included in this clause (7) for actions not related to the Transactions shall not exceed 10% of Consolidated EBITDA in any four-quarter period;

        (8)   the amount of net cost savings projected by Axiall in good faith to be realized as a result of specified actions either taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized or expect to be realized prior to or during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions have been taken or initiated no later than 12 months after the date of such actions and (z) the aggregate amount of projected cost savings included in any four-quarter period shall not exceed 10% of Consolidated EBITDA; and minus

        (9)   non-recurring or non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case on a consolidated basis and determined in accordance with GAAP.

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        Notwithstanding the preceding sentence, clauses (2) through (5) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person.

        "Consolidated Income Taxes" means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the total interest expense of such Person and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense:

        (1)   interest expense attributable to Capital Lease Obligations, the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP, and the interest component of any deferred payment obligations;

        (2)   amortization of debt discount (provided that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense and provided, further, that amortization of deferred and other financing fees and expenses and gains or losses related to debt modifications and extinguishments shall be excluded from the calculation of Consolidated Interest Expense);

        (3)   non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations and other derivative instruments);

        (4)   commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;

        (5)   the interest expense on Indebtedness of another Person (excluding RS Cogen) that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries;

        (6)   net costs associated with Hedging Obligations (including amortization of fees) provided, however, that if Hedging Obligations result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;

        (7)   the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;

        (8)   the product of (a) all dividends paid or payable, in cash or otherwise or accrued during such period on any series of preferred stock of such Person or its Restricted Subsidiaries payable to a party other than Axiall or a wholly-owned Subsidiary of Axiall, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to Axiall or a Restricted Subsidiary of Axiall, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;

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        (9)   the cash contributions to any employee stockownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Axiall) in connection with Indebtedness incurred by such plan or trust; provided, however, that there will be excluded therefrom any such interest expense of any Unrestricted Subsidiary to the extent the related Indebtedness is not guaranteed or paid by Axiall or any of its Restricted Subsidiaries; and less

        (10) to the extent included in such interest expense, payments in respect of the OMERS Leases.

        For purposes of the foregoing, total interest expense will be determined after giving effect to any net payments made or received by Axiall and its Subsidiaries with respect to Hedging Obligations during the applicable period but excludes non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which Axiall or any of its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets will be included in Consolidated Interest Expense.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the net income (loss) of such Person and its consolidated Restricted Subsidiaries (excluding the portion of such net income (loss) attributable to non-controlling interests) for such period determined in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

        (1)   any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that:

        (a)   subject to the limitations contained in clauses (3), (4) and (5) below, such Person's equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash which could have been distributed by such Person during such period to Axiall or any of its Restricted Subsidiaries as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

        (b)   Axiall's equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from Axiall or any of its Restricted Subsidiaries;

        (2)   any net income (but not loss) of any Restricted Subsidiary of Axiall that is not a Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to Axiall or a Guarantor, except that:

        (a)   subject to the limitations contained in clauses (3), (4) and (5) below, Axiall's equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to Axiall or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

        (b)   Axiall's equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

        (3)   any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of Axiall or its consolidated Restricted Subsidiaries (including pursuant to any

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transaction pursuant to which Axiall or any of its Restricted Subsidiaries sells property to another Person and Axiall or any of its Restricted Subsidiaries leases such property from that Person but excluding sales, transfers or other dispositions in connection with Qualified Receivables Transactions) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;

        (4)   any extraordinary gain or loss;

        (5)   any unrealized gain or loss attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments;

        (6)   any non-cash compensation expense realized for grants of equity, performance shares, stock options or other rights of officers, directors or employees;

        (7)   any gain (loss) realized upon the redemption, repurchase or retirement of Indebtedness; and

        (8)   the cumulative effect of a change in accounting principles.

        "Consolidated Secured Debt Ratio" means, as of any date of determination, the ratio of (a) consolidated total Indebtedness of Axiall and its Restricted Subsidiaries on the date of determination that constitutes the Credit Agreements or any other Indebtedness of Axiall and its Restricted Subsidiaries secured by a Lien, any Capital Lease Obligations or any "net investment" or similar construct under any Qualified Receivables Transaction to (b) the aggregate amount of Consolidated EBITDA for the then most recent four full fiscal quarters for which internal financial statements of the Company and its Restricted Subsidiaries are available in each case with such pro forma adjustments to such consolidated total Indebtedness and Consolidated EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Coverage Ratio.

        "Consolidated Tangible Assets" means, at any date of determination, the total amount of assets of Axiall and its consolidated Subsidiaries after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets, all as set forth, or on a pro forma basis, as would be set forth, on the consolidated balance sheet of Axiall and its consolidated Subsidiaries for Axiall's most recently completed fiscal quarter for which internal financial statements are available, prepared in accordance with GAAP.

        "Credit Agreements" means (a) that certain Credit Agreement, dated on or about the Merger Date, by and among Axiall, certain Subsidiaries of Axiall, the financial institutions from time to time party thereto and General Electric Capital Corporation as administrative agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time and (b) the Term Loan Agreement.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreements), commercial paper facilities or indentures, in each case, with banks or other institutional lenders, trustees or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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        "Designated Noncash Consideration" means the fair market value of non-cash consideration received by Axiall or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by a responsible financial or accounting officer of Axiall, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Noncash Consideration.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2023 Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Axiall to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Axiall may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Axiall Indenture will be the maximum amount that Axiall and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Domestic Subsidiary" means any Restricted Subsidiary of Axiall that was formed under the laws of the United States or any state of the United States or the District of Columbia.

        "Eagle Spinco" means Eagle Spinco Inc.

        "Eagle Spinco Dividend" means the distribution by Eagle Spinco to PPG Industries Inc. and/or one or more of its Affiliates, directly or indirectly, of approximately $900.0 million in cash or a combination of cash and the 2021 Notes.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means a public or private offering or sale for cash by Axiall of its Equity Interests.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

        "Existing Indebtedness" means Indebtedness of Axiall and its Restricted Subsidiaries outstanding on the Issue Date (including, for the avoidance of doubt, the 2021 Notes).

        "Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Axiall (unless otherwise provided in the Indenture).

        "Foreign Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

        "GAAP" means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a

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significant segment of the accounting profession, which are in effect on the Issue Date; provided that for purposes of calculating Restricted Payment capacity, Consolidated Net Income for period prior to the Issue Date shall be based on such accounting principles in effect at the time the related financial statements were issued. At any time after the Issue Date, Axiall may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the Axiall Indenture); provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to Axiall's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Axiall shall give notice of any such election made in accordance with this definition to the Trustee and the holders of 2023 Notes.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

        "Guarantors" means each of:

        (1)   Axiall's Domestic Subsidiaries on the date of the Axiall Indenture; and

        (2)   any other Subsidiary of Axiall that executes a 2023 Note Guarantee in accordance with the provisions of the Axiall Indenture;

and their respective successors and assigns, in each case, until the 2023 Note Guarantee of such Person has been released in accordance with the provisions of the Axiall Indenture; provided that no Receivables Entity will be a Guarantor at any time.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

        (2)   other agreements or arrangements designed to manage interest rates or interest rate risk; and

        (3)   other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, including without duplication (and excluding accrued expenses and trade payables):

        (1)   the principal and premium, if any, in respect of indebtedness for borrowed money;

        (2)   the principal and premium, if any, in respect of obligations evidenced by bonds, notes, debentures or similar instruments;

        (3)   the principal component of obligations in respect of letters of credit, bankers' acceptances or other similar instruments (including reimbursement obligations with respect thereto);

        (4)   indebtedness representing Capital Lease Obligations;

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        (5)   indebtedness representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

        (6)   net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP; provided that notwithstanding the foregoing (x) take-or-pay obligations contained in supply agreements entered into in the ordinary course of business shall not constitute Indebtedness, and (y) the incurrence of indebtedness (i) by a Receivables Entity in a Qualified Receivables Transaction that is without recourse to Axiall or to any other Subsidiary of Axiall or their respective assets (other than such Receivables Entity and its assets and, as to Axiall or any of its Subsidiaries, other than pursuant to Standard Securitization Undertakings) and is not guaranteed by any such Person or (ii) by Axiall and its Restricted Subsidiaries pursuant to Standard Securitization Undertakings shall not constitute Indebtedness. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) (other than, in the case of Axiall and its Restricted Subsidiaries, indebtedness of RS Cogen, which shall not constitute Indebtedness) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

        In addition, "Indebtedness" of any Person (other than, in the case of Axiall and its Restricted Subsidiaries, indebtedness of RS Cogen, which shall not constitute Indebtedness) shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if:

        (1)   such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a "Joint Venture");

        (2)   such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a "General Partner"); and

        (3)   there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:

        (a)   the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or

        (b)   if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Consolidated Interest Expense to the extent actually paid by the Company or its Restricted Subsidiaries.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Axiall or any Subsidiary of Axiall sells or otherwise disposes of any Equity Interests of any direct or indirect

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Subsidiary of Axiall such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Axiall, Axiall will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Axiall's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by Axiall or any Subsidiary of Axiall of a Person that holds an Investment in a third Person will be deemed to be an Investment by Axiall or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

        "Issue Date" means the February 1, 2013.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Merger" means the merger of Merger Sub with and into Eagle Spinco pursuant to the Merger Agreement, with Eagle Spinco surviving the merger as a wholly owned Subsidiary of Axiall.

        "Merger Date" means the date upon which the Merger is consummated.

        "Merger Agreement" means the Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco, Axiall and Merger Sub.

        "Merger Sub" means Grizzly Acquisition Sub, Inc., a subsidiary of Axiall.

        "Moody's" means Moody's Investors Service, Inc.

        "Net Proceeds" means the aggregate cash proceeds received by Axiall or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, the amount of any distributions and other payments required to be made to minority interest holders in Subsidiaries or Joint Ventures as a result of such Asset Sale, the deduction of amounts required to be provided by the seller as a reserve (in accordance with GAAP) against any liabilities associated with the assets disposed of in such Asset Sale and retained by Axiall or any of its Restricted Subsidiaries after such Asset Sale, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under the Credit Agreements, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "non-guarantor Subsidiary" means any Restricted Subsidiary of Axiall that is not a Guarantor.

        "Non-Recourse Debt" means Indebtedness:

        (1)   as to which neither Axiall nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute

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Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

        (2)   no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Axiall or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Officer" means the Chairman of the Board of Directors, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of Axiall.

        "Officers' Certificate" means a certificate signed on behalf of a Person by two Officers of such Person, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person that meets the requirements set forth in the Axiall Indenture.

        "OMERS Leases" means those certain leases, dated March 29, 2007, by and among OMERS Realty Corporation, as landlord, Royal Group, Inc., as tenant, and Axiall, as indemnifier, as amended, restated or modified from time to time.

        "Permitted Business" means any business that is the same as or related, ancillary or complementary to any of the businesses of Axiall and its Restricted Subsidiaries on the Issue Date.

        "Permitted Investments" means:

        (1)   any Investment in Axiall or in a Restricted Subsidiary of Axiall;

        (2)   any Investment in Cash Equivalents;

        (3)   any Investment by Axiall or any Restricted Subsidiary of Axiall in a Person, if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary of Axiall; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Axiall or a Restricted Subsidiary of Axiall;

        (4)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

        (5)   any acquisition of assets, Capital Stock or other Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Axiall;

        (6)   any Investments received in compromise or resolution of:

        (a)   obligations of trade creditors or customers that were incurred in the ordinary course of business of Axiall or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or

        (b)   litigation, arbitration or other disputes with Persons who are not Affiliates;

        (7)   Investments represented by Hedging Obligations;

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        (8)   repurchases of the 2023 Notes (including 2023 Note Guarantees);

        (9)   Investments by Axiall or any of its Restricted Subsidiaries in a Permitted Joint Venture, so long as:

        (a)   such Permitted Joint Venture does not have any Indebtedness for borrowed money at the time of such Investment (or contemplated to be incurred contemporaneously with such Investment) (other than Indebtedness owing to the equity holders of such Permitted Joint Venture, Axiall or any Restricted Subsidiary);

        (b)   such Permitted Joint Venture is engaged only in a Permitted Business; and

        (c)   after giving pro forma effect to such Investment, Axiall would be permitted to incur $1.00 of additional Indebtedness under the first paragraph of the covenant set forth above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (10) Investments in any Person (including any Unrestricted Subsidiary) whose principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating a facility, a primary purpose of which is the generation or production of ethylene, including any cracking in connection with such generation or production (or with the intent to convert or modify to the generation or production of ethylene, including any cracking in connection with such generation or production) in an aggregate amount not to exceed $700.0 million; provided that for the avoidance of doubt such Investments shall include any "condo cracking" arrangements;

        (11) payroll, travel and similar advances to cover matters that are reasonably expected at the time of such advances to be treated as expenses for accounting purposes and that are made in the ordinary course of business and other reasonable fees, compensation, benefits and indemnities paid or entered into by Axiall or its Restricted Subsidiaries in the ordinary course of business to or with officers, directors or employees of Axiall and its Restricted Subsidiaries;

        (12) loans or advances to employees (other than executive officers) of Axiall or its Restricted Subsidiaries made in the ordinary course of business in an aggregate amount not in excess of $10.0 million at any one time outstanding;

        (13) Investments in existence on the Issue Date;

        (14) a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness;

        (15) Guarantees to third parties to the extent that such Guarantees are incurred pursuant to the covenant set forth under the caption "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (16) endorsements of negotiable instruments and documents in the ordinary course of business of Axiall;

        (17) Investments consisting of the acquisition of TCI Interests after the Issue Date; provided that TCI shall be designated as an Unrestricted Subsidiary immediately upon consummation of such Investment; and

        (18) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the

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time outstanding not to exceed the greater of $250.0 million and 9.25% of Consolidated Tangible Assets.

        "Permitted Joint Venture" means, with respect to any Person:

        (1)   any corporation, association, or other business entity (other than a partnership) of which 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof; and

        (2)   any partnership, joint venture, limited liability company or similar entity of which

        (a)   50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Restricted Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and

        (b)   either such Person or any Restricted Subsidiary of such Person is a controlling general partner or no other Person controls such entity.

        "Permitted Liens" means:

        (1)   Liens on assets of Axiall or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities and/or securing Hedging Obligations or Treasury Management Agreements related thereto incurred pursuant to clauses (1), (8), (15) and (16) of the definition of Permitted Debt;

        (2)   Liens in favor of Axiall or the Guarantors;

        (3)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Axiall or any Subsidiary of Axiall; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Axiall or the Subsidiary;

        (4)   Liens on property (including Capital Stock) existing at the time of acquisition of the property by Axiall or any Subsidiary of Axiall; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

        (5)   Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

        (6)   Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;

        (7)   Liens existing on the Issue Date;

        (8)   Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

        (9)   Liens imposed by law, such as carriers', warehousemen's, landlord's and mechanics' Liens, in each case, incurred in the ordinary course of business;

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        (10) survey exceptions, ground leases, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or building codes or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (11) Liens to secure any Permitted Refinancing Indebtedness in respect of Indebtedness secured by a Lien referred to in the foregoing clauses (3), (4), (6), (7) and (15) permitted to be incurred under the Indenture; provided, however, that:

        (a)   the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

        (b)   the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

        (12) pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

        (13) Liens incurred under leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of Axiall or any of its Restricted Subsidiaries;

        (14) judgment Liens not giving rise to an Event of Default; provided that such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

        (15) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations, purchase money obligations or other payments incurred to finance the acquisition, improvement or construction of, assets or property (other than the acquisition of Capital Stock or all or substantially all of the assets of a Person) provided that:

        (a)   the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under the indenture and does not exceed the cost of the assets or property so acquired or constructed; and

        (b)   such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of Axiall or any of its Restricted Subsidiaries other than such assets or property and assets affixed or appurtenant thereto;

        (16) any interest or title of a lessor under any Capital Lease Obligation or operating lease;

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        (17) any Liens securing Hedging Obligations related to Indebtedness so long as such Indebtedness is, and is permitted under the Indenture to be, secured by a Lien on the same property securing such Hedging Obligations;

        (18) Liens arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:

        (a)   such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Axiall in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

        (b)   such deposit account is not intended by Axiall or any Restricted Subsidiary to provide collateral to the depository institution;

        (19) Liens of a collection bank arising under the Uniform Commercial Code on items in the ordinary course of collection;

        (20) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Axiall and its Restricted Subsidiaries in the ordinary course of business;

        (21) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Axiall or a Restricted Subsidiary of Axiall;

        (22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

        (23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Axiall or any Restricted Subsidiary in the ordinary course of business;

        (24) Liens on Receivables and Related Assets of

        (a)   Axiall and its Restricted Subsidiaries or

        (b)   a Receivables Entity, in each case in connection with a Qualified Receivables Transaction;

        (25) Liens securing Indebtedness or other obligations of Axiall or any Subsidiary of Axiall; provided that such Indebtedness does not exceed the greater of $100.0 million and 3.75% of Consolidated Tangible Assets at any one time outstanding;

        (26) Liens on the assets of non-guarantor Subsidiaries to secure Indebtedness incurred pursuant to clause (13) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; and

        (27) Liens securing any Indebtedness incurred pursuant to the first paragraph of the covenant "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided, however, that, at the time of incurrence of such Indebtedness and after giving pro forma effect thereto and the application of proceeds thereof, the Consolidated Secured Debt Ratio would be no greater than 3.50 to 1.0.

        "Permitted Refinancing Indebtedness" means any Indebtedness or Disqualified Stock of Axiall or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew,

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refund, refinance, replace, defease or discharge other Indebtedness of Axiall or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

        (3)   if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

        (4)   such Indebtedness is incurred either by Axiall or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Qualified Receivables Transaction" means any transaction or series of transactions entered into by Axiall or any of its Subsidiaries pursuant to which Axiall or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Entity (in the case of a transfer by Axiall or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or grants a security interest in and/or pledge, any Receivables (whether now existing or arising in the future) of Axiall or any of its Subsidiaries, and any Related Assets, which transfer, grant of security interest or pledge is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests, or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in Receivables and Related Assets, it being understood that a Qualified Receivables Transaction may involve:

        (1)   one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein, and

        (2)   periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein; provided that the Board of Directors of Axiall shall have determined in good faith that such Qualified Receivables Transaction is economically fair and reasonable to Axiall.

        The grant of a security interest in any accounts receivable of Axiall or its Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Credit Agreements shall not be deemed to be a Qualified Receivables Transaction.

        "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases to rate the 2023 Notes for reasons outside of Axiall's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act selected by Axiall as a replacement agency for Moody's or S&P, as the case may be.

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        "Ratings Decline Period" means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention Axiall or a shareholder of Axiall, as applicable, to effect a Change of Control or (b) the occurrence thereof and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the 2023 Notes, as noted by the applicable Rating Agency during such period ending 90 days following consummation of such Change of Control, is under publicly announced consideration for downgrade by the applicable Rating Agency as a result in whole or in part of such Change of Control.

        "Receivables" means accounts receivable (including all rights to payment created by or arising from the sale of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) of Axiall or any of its Subsidiaries, whether now existing or arising in the future.

        "Receivables Entity" means a Person (which may or may not be a direct or indirect Subsidiary of Axiall) formed for the purposes of engaging in a Qualified Receivables Transaction with Axiall or any of its Restricted Subsidiaries that (i) engages in no activities other than in connection with the financing of Receivables and Related Assets and any business or activities incidental or related thereto and (ii) is designated by the Board of Directors of Axiall as a Receivables Entity; provided that:

        (1)   no portion of the Indebtedness or any other Obligations (contingent or otherwise) of such Person:

        (a)   is guaranteed by Axiall or any of its Subsidiaries (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

        (b)   is recourse to or obligates Axiall or any of its Subsidiaries (other than such Person if a Subsidiary of Axiall) in any way other than pursuant to Standard Securitization Undertakings; or

        (c)   subjects any property or asset of Axiall or any of its Subsidiaries (other than property and assets of such Person and Receivables and Related Assets of Axiall and its Subsidiaries), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (2)   neither Axiall nor any of its Subsidiaries has any material contract, agreement, arrangement or understanding with such Person other than on terms no less favorable to Axiall or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Axiall, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and

        (3)   neither Axiall nor any of its Subsidiaries has any obligation to maintain or preserve such Person's financial condition or cause such Person to achieve certain levels of operating results.

        Any such designation by the Board of Directors of Axiall will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of Axiall giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "Registration Rights Agreement" means a registration rights agreement with respect to the 2023 Notes dated February 1, 2013, among Axiall, the Guarantors party thereto and the Initial Purchasers.

        "Related Asset" means, with respect to any Receivables in a Qualified Receivables Transaction:

        (1)   any interests in such Receivables;

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        (2)   all collateral securing such Receivables;

        (3)   all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables;

        (4)   any Guarantees, indemnities, warranties or other obligations in respect of such Receivables;

        (5)   any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable similar to such Receivables; and

        (6)   any collections or proceeds of any of the foregoing.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any direct or indirect Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "RS Cogen" means RS Cogen, L.L.C.

        "S&P" means Standard & Poor's Ratings Group.

        "Securities Act" means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Standard Securitization Undertakings" means representations, warranties, covenants, repurchase obligations and indemnities entered into by Axiall or any of its Subsidiaries in the ordinary course of business in connection with a Qualified Receivables Transaction and that are reasonably customary for a seller or servicer of Receivables in a Qualified Receivables Transaction.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means (a) with respect to Axiall, any Indebtedness which is by its terms subordinated in right of payment to the 2023 Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its 2023 Note Guarantee (for the avoidance of doubt, no Indebtedness shall be considered to be subordinated solely by virtue of being unsecured).

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "TCI" means Taiwan Chlorine Industries, Ltd., a Taiwanese company.

        "TCI Interests" means the Equity Interests of TCI.

        "Term Loan Agreement" means that certain Credit Agreement, dated January 28, 2013, by and among Eagle Spinco, certain subsidiaries of Eagle Spinco, the financial institutions from time to time party thereto and Barclays Bank PLC, as administrative agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and as amended, restated or modified from time to time.

        "Transactions" means, collectively, the transactions contemplated by the Merger Agreement, the consummation of the Eagle Spinco Dividend, the issuance of the 2021 Notes and the Merger and all other transactions in connection therewith or related thereto described in or contemplated by Axiall's registration statement on Form S-4 (Commission File No. 333-183724) as declared effective by the Commission on December 27, 2012.

        "Treasury Management Agreement" means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 15, 2018; provided, however, that if the period from the redemption date to May 15, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Uniform Commercial Code" means the Uniform Commercial Code as in effect in the relevant jurisdiction from time to time. Unless otherwise specified, references to the Uniform Commercial Code herein refer to the New York Uniform Commercial Code.

        "Unrestricted Subsidiary" means any:

        (1)   Subsidiary of Axiall that is designated by the Board of Directors of Axiall as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

        (a)   has no Indebtedness other than Non-Recourse Debt;

        (b)   except as permitted by the covenant described above under the caption "—Certain Covenants—Transactions with Affiliates," is not party to any agreement, contract, arrangement or understanding with Axiall or any Restricted Subsidiary of Axiall unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Axiall or such Restricted Subsidiary than those that would reasonably be expected to be obtained at the time from Persons who are not Affiliates of Axiall;

        (c)   is a Person with respect to which neither Axiall nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition; and

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        (d)   has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Axiall or any of its Restricted Subsidiaries; and

        (2)   Subsidiary of an Unrestricted Subsidiary;

provided that, in the case of a Subsidiary of Axiall whose principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating a facility, a primary purpose of which is the generation or production of ethylene, including any cracking in connection with such generation or production (or with the intent to convert or modify to the generation or production of ethylene, including any cracking in connection with such generation or production), such Subsidiary (i) shall not be subject to clause (1)(a) above so long as the percentage of credit support provided by or direct or indirect liability of Axiall or any of its Restricted Subsidiaries in respect of such Indebtedness and (ii) shall not be subject to clause (1)(c) above so long as the percentage of the obligation of Axiall or any of its Restricted Subsidiaries to subscribe for additional Equity Interests or maintain or preserve financial condition is, in each case, less than or equal to Axiall's or Restricted Subsidiary's percentage ownership of the Equity Interests of such Unrestricted Subsidiary.

        "U.S. Dollar Equivalent" means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal under the heading "Exchange Rates" on the date two business days prior to such determination.

        "Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal amount of such Indebtedness.

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DESCRIPTION OF EAGLE SPINCO'S 2021 NOTES

        You can find the definitions of certain terms used in this Description of Eagle Spinco's 2021 Notes under "—Certain Definitions." For purposes of this section, references to (1) "Axiall" refer only to Axiall Corporation and not to Eagle Spinco Inc. or any of Axiall's other Subsidiaries and (2) "Eagle Spinco" refer only to Eagle Spinco Inc. and not to any of its Subsidiaries. The term "2021 Notes" refers to Spinco's 4.625% senior notes due 2021, including the Original 2021 Notes, the Exchange 2021 Notes and any additional notes issued under the Eagle Spinco Indenture (and Exchange Notes related thereto) from time to time after this offering (the "Additional 2021 Notes").

        The Original 2021 Notes were, and the Exchange 2021 Notes will be, issued under an indenture (the "Eagle Spinco Indenture"), dated as of January 28, 2013, among Eagle Spinco, Axiall, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the 2021 Notes include those stated in the Eagle Spinco Indenture and those made part of the Eagle Spinco Indenture by reference to the Trust Indenture Act. On January 28, 2013, the Original 2021 Notes were initially issued by Eagle Spinco to PPG Industries, Inc. ("PPG") as partial consideration for Eagle Spinco's acquisition of the Merged Business (as defined under the caption "Certain Terms Used in this Prospectus"). PPG then transferred the Original 2021 Notes to certain financial institutions in satisfaction of existing debt obligations of PPG held by those financial institutions. On January 30, 2013, the initial purchasers purchased the Original 2021 Notes held by the financial institutions referred to above and resold them to investors in the Original 2021 Notes offering pursuant to exemptions under Rule 144A and Regulation S of the Securities Act. Eagle Spinco did not receive any net proceeds from the sale of the Original 2021 Notes. Following consummation of the Merger, Eagle Spinco became a 100%-owned subsidiary of Axiall and Axiall and its 100%-owned Domestic Subsidiaries (other than any Unrestricted Subsidiaries) that also guarantee the U.S. dollar obligations under the Credit Agreements became Guarantors of the 2021 Notes and each executed a supplemental indenture.

        Because this section is a summary, it does not describe every aspect of the Eagle Spinco Indenture or the 2021 Notes. This summary is subject to and qualified in its entirety by reference to all of the provisions of the Eagle Spinco Indenture, including definitions of certain terms used in the Eagle Spinco Indenture, and the 2021 Notes. You should read the Eagle Spinco Indenture and the 2021 Notes because they contain additional information and they, and not this description, define your rights as a holder of the 2021 Notes. A copy of the Eagle Spinco Indenture has been filed with the SEC. Additionally, copies of the Eagle Spinco Indenture and forms of the 2021 Notes are available without charge upon request to us at the address provided under "Where You Can Find More Information."

Brief Description of the 2021 Notes and the 2021 Note Guarantees

        The 2021 Notes.    The 2021 Notes are:

•

general unsecured obligations of Eagle Spinco;

•

unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis;

•

pari passu in right of payment with all existing and future senior Indebtedness of Eagle Spinco, including obligations under the Credit Agreements;

•

senior in right of payment to all existing and future Subordinated Indebtedness of Eagle Spinco;

•

effectively subordinated to Eagle Spinco's obligations as a guarantor under the Credit Agreements and other secured Indebtedness to the extent of the value of the assets securing such Indebtedness; and

•

structurally subordinated to all indebtedness and other liabilities and preferred stock of Subsidiaries of Eagle Spinco that are not Guarantors.

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The 2021 Note Guarantees

        The 2021 Notes are jointly and severally guaranteed by Axiall and each of Eagle Spinco's and Axiall's current and future Domestic Subsidiaries (other than any Unrestricted Subsidiaries) which also guarantee the U.S. dollar obligations under the Credit Agreements. Eagle Spinco's and Axiall's Foreign Subsidiaries do not guarantee the 2021 Notes. The Guarantors of the 2021 Notes (excluding Axiall) are the same as the guarantors of the 2023 Notes (other than Eagle Spinco).

        Each 2021 Note Guarantee is:

•

a general unsecured obligation of each Guarantor;

•

pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor, including its obligations under the Credit Agreements (whether as primary obligor in the case of Axiall or as guarantor in the case of the other Guarantors);

•

senior in right of payment to all existing and future Subordinated Indebtedness of that Guarantor;

•

effectively subordinated to the obligations of that Guarantor under the Credit Agreements (whether as primary obligor in the case of Axiall or as guarantor in the case of the other Guarantors) and other secured Indebtedness to the extent of the value of the assets pledged by that Guarantor securing such Indebtedness; and

•

structurally subordinated to all indebtedness and other liabilities and preferred stock of any Subsidiaries of that Guarantor that are not Guarantors.

        All of Axiall's Subsidiaries (including Eagle Spinco) are "Restricted Subsidiaries"; other than TCI which has been designated as an Unrestricted Subsidiary. Under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," Axiall is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Axiall's Unrestricted Subsidiaries are not subject to any of the restrictive covenants in the Eagle Spinco Indenture and do not guarantee the 2021 Notes. See "Risk Factors—Risks Related to the Exchange Notes—The Exchange Notes will be structurally subordinated to all liabilities of our non-guarantor subsidiaries."

Principal, Maturity and Interest

        Eagle Spinco previously issued a total of $688 million in aggregate principal amount of Original 2021 Notes. Eagle Spinco will issue up to $688 million in aggregate principal amount of Exchange 2021 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Original 2021 Notes, the Exchange 2021 Notes and any Additional 2021 Notes subsequently issued under the Eagle Spinco Indenture will be treated as a single class for all purposes under the Eagle Spinco Indenture. The 2021 Notes mature on February 15, 2021.

        Interest on the Exchange 2021 Notes accrues from February 15, 2014 at the rate of 4.625% per annum and is payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2014. Interest on overdue principal and interest on the 2021 Notes accrues at the then applicable interest rate on the 2021 Notes. Eagle Spinco will make each interest payment to the persons in whose names such 2021 Notes are registered at the close of business on the immediately preceding February 1 and August 1, respectively. Interest on the Original 2021 Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments

        Principal of, premium, if any, and interest on the 2021 Notes is payable at the office or agency of Eagle Spinco maintained for such purpose or, at the option of Eagle Spinco, payment of interest may

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be made by check mailed to the holders of the 2021 Notes at their respective addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and interest with respect to 2021 Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made through the facilities of DTC. Until otherwise designated by Eagle Spinco, Eagle Spinco's office or agency is the office of the trustee maintained for such purpose.

Ranking

        The Indebtedness evidenced by the 2021 Notes and the 2021 Note Guarantees is senior Indebtedness of Eagle Spinco or the applicable Guarantor, as the case may be, and ranks equally in right of payment with all existing and future senior Indebtedness of Eagle Spinco or the applicable Guarantor, as the case may be. The Indebtedness under the Credit Agreements is secured by substantially all of the assets of Eagle Spinco and the Guarantors. The Indebtedness evidenced by the 2021 Notes and the 2021 Note Guarantees is (i) senior in right of payment to all existing and future Subordinated Indebtedness of Eagle Spinco and the Guarantors, as the case may be, (ii) effectively subordinated to Eagle Spinco's obligations under the Credit Agreements and other secured Indebtedness to the extent of the value of the assets securing such Indebtedness and (iii) structurally subordinated to all indebtedness and other liabilities and preferred stock of Subsidiaries of Eagle Spinco that are not Guarantors.

        As of December 31, 2013, Axiall, Eagle Spinco and the other Guarantors had approximately $194.8 million, net of $2.4 million of debt issuance costs, of secured Indebtedness outstanding and an additional $420.2 million of secured Indebtedness available for borrowing under the Credit Agreements. In addition, as of December 31, 2013, offer, Axiall, Eagle Spinco and the other Guarantors have total indebtedness of $1,332.8 million.

        Eagle Spinco is a holding company with no direct operations and a significant portion of the operations of Axiall are conducted through its Subsidiaries. Claims of creditors, including trade creditors, of Subsidiaries of Axiall (other than Eagle Spinco) that do not guarantee the 2021 Notes and claims of preferred stockholders (if any) of such Subsidiaries generally have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of Eagle Spinco, including the holders of the 2021 Notes. The 2021 Notes, therefore, are structurally subordinated to holders of Indebtedness and other creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of Axiall (other than Eagle Spinco) that are not Guarantors. Although the Eagle Spinco Indenture limits the incurrence of Indebtedness by and the issuance of Disqualified Stock and preferred stock of Restricted Subsidiaries, such limitation is subject to a number of significant qualifications. See "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

2021 Note Guarantees

        Eagle Spinco's obligations under the 2021 Notes and the Eagle Spinco Indenture are guaranteed by the Guarantors. These 2021 Note Guarantees are joint and several, full and unconditional obligations of the Guarantors. The obligations of each Guarantor under its 2021 Note Guarantee is limited as necessary to prevent that 2021 Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Exchange Notes—Fraudulent transfer and conveyance laws may have adverse implications for the holders of the Exchange Notes."

        Not all of Axiall's Subsidiaries guarantee the 2021 Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries are required to pay the holders of their debt and other liabilities, including their trade creditors and holders of their preferred stock, if any, before they will be able to distribute any of their assets to us. Axiall's non-guarantor Subsidiaries accounted for approximately 16% of Axiall's net sales to

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non-affiliates for the year ended December 31, 2013, and held 18% of Axiall's consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness), as of December 31, 2013.

        The Eagle Spinco Indenture provides that a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Eagle Spinco or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default exists; and



(2)

either:



(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) is a corporation, partnership or limited liability company, organized or existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of that Guarantor under the Eagle Spinco Indenture and its 2021 Note Guarantee pursuant to a supplemental indenture; or



(b)

such sale or other disposition, if any, does not violate the "Asset Sale" provisions of the Eagle Spinco Indenture.

        The 2021 Note Guarantee of a Guarantor (other than Axiall (except in the case of clause (5) below)) will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (after giving effect to such transaction) Axiall, Eagle Spinco or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the Indenture; provided, however, that such Guarantor is also released from its obligations under the Credit Agreements and any other Indebtedness of Axiall, Eagle Spinco or any Restricted Subsidiary;



(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (after giving effect to such transaction) Axiall, Eagle Spinco or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the Eagle Spinco Indenture; provided, however, that such Guarantor is released from its obligations under the Credit Agreements and any other Indebtedness of Axiall, Eagle Spinco or any Restricted Subsidiary;



(3)

upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor as a guarantor or borrower in respect of the Credit Agreements, except (x) a release, discharge or termination by or as a result of payment under such instrument or (y) to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to the covenant described under "—Certain Covenants—Additional 2021 Note Guarantees";



(4)

if Axiall designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Eagle Spinco Indenture;



(5)

upon legal defeasance, covenant defeasance or satisfaction and discharge of the Eagle Spinco Indenture as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"; or



(6)

upon the contemporaneous release or discharge of all Guarantees by such Guarantor which would have required such Guarantor to guarantee the 2021 Notes pursuant to the covenant described under "—Certain Covenants—Additional 2021 Note Guarantees" (including, without limitation, the Guarantee of obligations under the Credit Agreements).

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Optional Redemption

        At any time prior to February 15, 2018, Eagle Spinco may on any one or more occasions also redeem all or a part of the 2021 Notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of the 2021 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the Redemption Date, subject to the rights of holders of 2021 Notes on the relevant record date to receive interest due on the relevant interest payment date.

        On or after February 15, 2018, Eagle Spinco may on any one or more occasions redeem all or a part of the 2021 Notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2021 Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of holders of 2021 Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2018		102.313	%
2019		101.156	%
2020 and thereafter		100.000	%

        Unless Eagle Spinco defaults in the payment of the redemption price, interest will cease to accrue on the 2021 Notes or portions thereof called for redemption on the applicable Redemption Date.

Mandatory Redemption

        Except to the extent that Eagle Spinco may be required to offer to purchase the 2021 Notes as set forth below under "—Repurchase at the Option of Holders," Eagle Spinco is not required to make mandatory repurchase, redemption or sinking fund payments with respect to the 2021 Notes. Eagle Spinco may acquire 2021 Notes by means other than a redemption, whether then by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with the applicable securities laws.

Repurchase at the Option of Holders

Change of Control Triggering Event

        If a "Change of Control Triggering Event" occurs, each holder of 2021 Notes will have the right to require Eagle Spinco to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's 2021 Notes pursuant to an offer (a "Change of Control Offer") on the terms set forth in the Eagle Spinco Indenture. In the Change of Control Offer, Eagle Spinco will offer payment (a "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of 2021 Notes repurchased plus accrued and unpaid interest on the 2021 Notes repurchased to the date of purchase, subject to the rights of holders of 2021 Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, Eagle Spinco will deliver a notice to each holder describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Triggering Event and offering to repurchase 2021 Notes on the date specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Eagle Spinco Indenture and described in such notice. Eagle Spinco will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2021 Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Eagle Spinco Indenture, Eagle Spinco will comply with the

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applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the Eagle Spinco Indenture by virtue of such compliance.

        On the Change of Control Payment Date, Eagle Spinco will, to the extent lawful:

(1)

accept for payment all 2021 Notes or portions of 2021 Notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2021 Notes or portions of 2021 Notes properly tendered; and



(3)

deliver or cause to be delivered to the Trustee the 2021 Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of 2021 Notes or portions of 2021 Notes being purchased by Eagle Spinco.

        The paying agent will promptly deliver to each holder of 2021 Notes properly tendered the Change of Control Payment for such 2021 Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each holder a new 2021 Note equal in principal amount to any unpurchased portion of the 2021 Notes surrendered, if any. Eagle Spinco will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require Eagle Spinco to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of the Eagle Spinco Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Eagle Spinco Indenture does not contain provisions that permit the holders of the 2021 Notes to require that Eagle Spinco repurchase or redeem the 2021 Notes in the event of a takeover, recapitalization or similar transaction.

        Eagle Spinco will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Eagle Spinco Indenture applicable to a Change of Control Offer made by Eagle Spinco and purchases all 2021 Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Eagle Spinco Indenture prior to the latest date by which such Change of Control Offer must be sent as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, contingent upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Axiall and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder to require Eagle Spinco to repurchase its 2021 Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Eagle Spinco and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The existence of a holder's right to require Eagle Spinco to repurchase such holder's 2021 Notes upon the occurrence of a Change of Control Triggering Event may deter a third party from seeking to acquire Eagle Spinco in a transaction that would constitute a Change of Control.

        The Change of Control Triggering Event purchase feature of the 2021 Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of

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negotiations between the initial purchasers of the 2021 Notes and us. As of the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings.

        Restrictions on Axiall's ability to incur additional Indebtedness are contained in the covenants described under "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." Such restrictions in the Eagle Spinco Indenture can be waived only with the consent of the holders of a majority in principal amount of the 2021 Notes then outstanding. Except for the limitations contained in such covenants, however, the Eagle Spinco Indenture will not contain any covenants or provisions that may afford holders of the 2021 Notes protection in a highly leveraged transaction.

        The Credit Agreements contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control and including repurchases of or other prepayments in respect of the 2021 Notes. The exercise by the holders of the right to require Eagle Spinco to repurchase their 2021 Notes upon a Change of Control Triggering Event could cause a default under these other agreements, even if the Change of Control itself does not, due to the financial effect of such repurchases on Eagle Spinco. In the event a Change of Control Triggering Event occurs at a time when Eagle Spinco is prohibited from purchasing 2021 Notes, Eagle Spinco could seek the consent of its other lenders and noteholders to the purchase of 2021 Notes or could attempt to refinance the borrowings that contain such prohibition. If Eagle Spinco does not obtain a consent or repay those borrowings, Eagle Spinco will remain prohibited from purchasing 2021 Notes. In that case, Eagle Spinco's failure to purchase tendered 2021 Notes would constitute an Event of Default under the Eagle Spinco Indenture which could, in turn, constitute a default under the other Indebtedness. Finally, Eagle Spinco's ability to pay cash to the holders of 2021 Notes upon a repurchase may be limited by Eagle Spinco's then existing financial resources. See "Risk Factors—Risks Related to the Exchange Notes—We may be unable to make a change of control offer required by the Indentures governing the Exchange Notes, which would cause defaults under the Indentures, the Term Loan Facility and the ABL Revolver."

Asset Sales

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

Axiall (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Axiall) of the assets sold or otherwise disposed of; and



(2)

at least 75% of the consideration therefor received by Axiall or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:



(a)

any liabilities, as shown on Axiall's most recent consolidated balance sheet, of Axiall or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the 2021 Notes or any 2021 Note Guarantee) that are assumed by the transferee of any such assets pursuant to customary terms and conditions that releases Axiall or such Restricted Subsidiary from further liability;



(b)

any securities, 2021 Notes or other obligations received by Axiall or any such Restricted Subsidiary from such transferee that are within 180 days following the closing of such Asset Sale, converted by Axiall or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

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(c)

any Designated Noncash Consideration having an aggregate fair market value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed the greater of (x) $100.0 million and (y) 3.75% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being determined in good faith by Axiall and measured at the time received and without giving effect to subsequent changes in value); and



(d)

any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

        Within 365 days after Axiall's or Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, Axiall or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale:

(1)

to repay, prepay or purchase Indebtedness and other Obligations (other than Disqualified Stock, Indebtedness of Axiall or any Restricted Subsidiary that is contractually subordinated to the 2021 Notes or any 2021 Note Guarantee or any intercompany Indebtedness between or among Axiall and any of its Restricted Subsidiaries) and, if the Indebtedness repaid is revolving credit Indebtedness under a Credit Facility, to correspondingly reduce commitments with respect thereto;



(2)

to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Axiall;



(3)

to make a capital expenditure; or



(4)

to acquire properties or to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business,

provided that in the case of clauses (2), (3) and (4) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Axiall or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further; that if such commitment is later terminated or cancelled prior to the application of such Net Proceeds, then such Net Proceeds shall constitute Excess Proceeds.

        Pending the final application of any Net Proceeds, Axiall may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not (i) applied or invested as provided in the second paragraph of this covenant (which may be, at Axiall's determination, prior to expiration of the 365 day period) or (ii) otherwise subject to an asset sale offer pursuant to the terms of any secured Indebtedness (in which event such Net Proceeds will not constitute Excess Proceeds until the asset sale offer provisions of such secured Indebtedness are complied with and then only to the extent of Net Proceeds remaining after consummation of such asset sale offer) will constitute "Excess Proceeds." Within 10 business days after the aggregate amount of Excess Proceeds exceeds $65.0 million, Eagle Spinco will make an offer (an "Asset Sale Offer") to all holders of 2021 Notes and all holders of other Indebtedness that is pari passu with the 2021 Notes and is also unsecured containing provisions similar to those set forth in the Eagle Spinco Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of 2021 Notes and such other pari passu and unsecured Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any

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Excess Proceeds remain after consummation of an Asset Sale Offer, Axiall may use those Excess Proceeds for any purpose not otherwise prohibited by the Eagle Spinco Indenture. If the aggregate principal amount of 2021 Notes and other pari passu Indebtedness tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the 2021 Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        The Eagle Spinco Indenture provides that Eagle Spinco will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of 2021 Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Eagle Spinco Indenture, Eagle Spinco will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Eagle Spinco Indenture by virtue of such compliance.

Selection and Notice

        If less than all of the 2021 Notes are to be redeemed at any time, selection of such 2021 Notes for redemption, will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such 2021 Notes are listed, or, if such 2021 Notes are not so listed, on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC; provided that no 2021 Notes of $2,000 or less shall be purchased or redeemed in part.

        Notices of purchase or redemption shall be delivered, at least 30 but not more than 60 days before the purchase or redemption date to each holder of 2021 Notes to be purchased or redeemed. If any 2021 Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such 2021 Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

        A new 2021 Note in principal amount equal to the unpurchased or unredeemed portion of any 2021 Note purchased or redeemed in part will be issued in the name of the holder thereof upon cancellation of the original 2021 Note. On and after the purchase or redemption date, unless Axiall defaults in payment of the purchase or redemption price, interest shall cease to accrue on 2021 Notes or portions thereof purchased or called for redemption.

Certain Covenants

        Set forth below are summaries of certain covenants contained in the Eagle Spinco Indenture.

Termination of Certain Covenants When 2021 Notes Rated Investment Grade

        If on any date following the Issue Date (i) the 2021 Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Eagle Spinco Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Termination Event"), then, beginning on that day, the following covenants will cease to apply and will not be later reinstated even if one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the 2021 Notes below an Investment Grade Rating:

(1)

"—Repurchase at the Option of Holders—Asset Sales";



(2)

"—Restricted Payments";



(3)

"—Incurrence of Indebtedness and Issuance of Preferred Stock";



(4)

clause (4) of the first paragraph of"—Merger, Consolidation or Sale of Assets";

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(5)

"—Transactions with Affiliates"; and



(6)

"—Dividend and Other Payment Restrictions Affecting Subsidiaries."

        No Subsidiaries shall be designated as Unrestricted Subsidiaries following a Covenant Termination Event.

        There can be no assurance that the 2021 Notes will ever achieve Investment Grade Ratings or that such ratings, if achieved, will be maintained.

Restricted Payments

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of Axiall's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Axiall or any of its Restricted Subsidiaries) or to the direct or indirect holders of Axiall or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, distributions or payments payable in Equity Interests (other than Disqualified Stock) of Axiall and other than dividends or distributions payable to Axiall or a Restricted Subsidiary);



(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Axiall) any Equity Interests of Axiall or any direct or indirect parent of Axiall held by Persons other than Axiall or any of its Restricted Subsidiaries;



(3)

make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect to any Subordinated Indebtedness of Axiall or any Guarantor (excluding any intercompany Indebtedness between or among Axiall and any of its Restricted Subsidiaries, and giving of an irrevocable notice of redemption with respect to transactions described in clauses (2) or (3) of the second paragraph of this covenant), except a payment, purchase, redemption, defeasance or other acquisition or retirement for value within one year of the Stated Maturity thereof; or



(4)

make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;



(2)

Axiall would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Axiall and its Restricted Subsidiaries since December 22, 2009 (excluding Restricted

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Payments permitted by clauses (2) through (15) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a)

50% of the Consolidated Net Income of Axiall for the period (taken as one accounting period) from January 1, 2010 to the end of Axiall's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus



(b)

100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by Axiall since December 22, 2009 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Axiall (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Axiall that have been converted into or exchanged for such Equity Interests (other than a contribution made by or Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Axiall); plus



(c)

without duplication, the amount by which Indebtedness of Axiall or its Restricted Subsidiaries incurred after December 22, 2009 is reduced on Axiall's balance sheet upon its conversion or exchange (other than by a Subsidiary of Axiall) into or for Equity Interests (other than Disqualified Stock) of Axiall (less the amount of any cash, or the fair market value of any other property, distributed by Axiall upon such conversion or exchange); plus



(d)

to the extent that any Restricted Investment that was made after December 22, 2009 is sold for cash or otherwise liquidated or repaid for cash, 100% of the net cash proceeds therefrom; plus



(e)

to the extent that any Unrestricted Subsidiary of Axiall designated as such after December 22, 2009 is redesignated as a Restricted Subsidiary after December 22, 2009, the Fair Market Value of Axiall's Investment in such Subsidiary as of the date of such redesignation; plus



(f)

any dividends received by Axiall or a Restricted Subsidiary of Axiall after December 22, 2009 from an Unrestricted Subsidiary of Axiall, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Axiall for such period.

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Eagle Spinco Indenture;



(2)

the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Axiall) of, Equity Interests of Axiall (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Axiall; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;



(3)

the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Axiall or any Guarantor that is contractually subordinated to the 2021 Notes or to any 2021 Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

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(4)

the payment of any dividend or other distribution (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Axiall to the holders of its Equity Interests on a pro rata basis;



(5)

the repurchase or other retirement of Equity Interests to occur in respect of the exercise, vesting or award of Equity Interests to employees or other qualified recipients made for compensation purposes, to the extent such Equity Interests so repurchased or retired represent the exercise price in respect of stock options, or the reduction in Equity Interests to account for payments in respect of withholding, income or similar taxes, paid by Axiall or its Restricted Subsidiaries on behalf of such employees or other qualified recipients;



(6)

the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Axiall or any Restricted Subsidiary of Axiall issued on or after the Issue Date in accordance with the Consolidated Coverage Ratio test described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(7)

any Qualified Receivables Transaction (including transfers of Receivables between Axiall or any of its Subsidiaries and any Receivables Entity, transfers by any Receivables Entity to any other Person and payments of amounts pursuant to such Qualified Receivables Transaction) and any distribution or payment of purchase price, commissions, discounts, yield and other fees and charges incurred in connection with any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which Axiall or any of its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets of the type specified in the definition of "Qualified Receivables Transaction";



(8)

the repurchase of Receivables by Axiall or any of its Subsidiaries or other payment obligations of Axiall or any Restricted Subsidiary of Axiall pursuant to Standard Securitization Undertakings;



(9)

loans or advances to employees or directors of Axiall or any Restricted Subsidiary of Axiall, the proceeds of which are used to purchase Equity Interests of Axiall, in an aggregate amount not in excess of $10.0 million at any one time outstanding;



(10)

so long as no Default has occurred and is continuing or would be caused thereby, the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of Axiall or any Guarantor 2021 Note Guarantee in accordance with provisions similar to the covenant described under the captions "—Repurchase at the Option of Holders—Change of Control Triggering Event" and "—Repurchase at the Option of Holders—Asset Sales"; provided that prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, Axiall has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the 2021 Notes and has completed the repurchase or redemption of all 2021 Notes validly tendered for payment (after giving effect to any proration provisions in such covenant) in connection with such Change of Control Offer or Asset Sale Offer;



(11)

the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of Axiall or any of its Restricted Subsidiaries made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of Axiall or such Restricted Subsidiary;



(12)

so long as no Default has occurred and is continuing or would be caused thereby, the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Equity Interests of Axiall or any direct or indirect parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment

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or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed the sum of (A) $10.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any net cash proceeds received by or contributed to Axiall from the issuance and sale after the Issue Date of Equity Interests of Axiall to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (12), plus (C) the net cash proceeds of any "key-man" life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (12);

(13)

so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends to the holders of common stock of Axiall and/or the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Equity Interests of Axiall pursuant to a repurchase program approved by the Board of Directors; provided that the aggregate amount of cash consideration paid for all such dividends, purchases, repurchases, redemptions, defeasances or other acquisitions or retirements shall not exceed $150.0 million during any fiscal year;



(14)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $75.0 million since the Issue Date; and



(15)

Restricted Payments made as part of the Transactions.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Axiall or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Axiall whose resolution with respect thereto will be delivered to the Trustee.

        Notwithstanding anything contained herein to the contrary, (i) the Fair Market Value of any property received in connection with the Transactions and (ii) Axiall's redemption of its 10.75% Senior Subordinated Notes due 2016 shall be excluded for purposes of calculating the Restricted Payment capacity of Axiall and its Restricted Subsidiaries pursuant to clause (3) of the first paragraph of this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and Axiall will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Axiall may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if Axiall's Consolidated Coverage Ratio would be at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

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        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness, Disqualified Stock or Restricted Subsidiary preferred stock (collectively, "Permitted Debt"):

(1)

the incurrence of Indebtedness of Axiall or any of its Restricted Subsidiaries under Credit Facilities in an aggregate amount at any time outstanding not to exceed the greater of (x) $500.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Axiall or any of its Restricted Subsidiaries since the Issue Date to repay any term Indebtedness under a Credit Facility incurred in reliance on this clause (1) or to repay any revolving credit Indebtedness under a Credit Facility incurred in reliance on this clause (1) and effect a corresponding commitment reduction thereunder to the extent required by the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales," or (y) the Borrowing Base as of the date of such incurrence;



(2)

Existing Indebtedness other than Indebtedness in existence under clauses (1), (3) and (16) on the Issue Date;



(3)

the incurrence by Axiall and the Guarantors of Indebtedness represented by the 2021 Notes and the related 2021 Note Guarantees issued on the Issue Date and the Exchange 2021 Notes and the related Exchange 2021 Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;



(4)

the incurrence by Axiall or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money or other obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Axiall or any of its Restricted Subsidiaries, in an aggregate amount at any one time outstanding, including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) $150.0 million and (y) 5.5% of Consolidated Tangible Assets;



(5)

the incurrence by Axiall or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Eagle Spinco Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (12), (13) or (15) of this paragraph;



(6)

the incurrence by Axiall or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Axiall and any of its Restricted Subsidiaries; provided, however, that:



(a)

if Axiall or any Guarantor is the obligor on such Indebtedness and the payee is not Axiall or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the 2021 Notes, in the case of Axiall, or the 2021 Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Axiall or a Restricted Subsidiary of Axiall and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Axiall or a Restricted Subsidiary of Axiall,


will be deemed, in each case, to constitute an incurrence of such Indebtedness by Axiall or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

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(7)

the issuance by any of Axiall's Restricted Subsidiaries to Axiall or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:



(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Axiall or a Restricted Subsidiary of Axiall; and



(b)

any sale or other transfer of any such preferred stock to a Person that is not either Axiall or a Restricted Subsidiary of Axiall,


will be deemed, in each case, at the time of such subsequent issuance, sale or transfer to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)

the incurrence by Axiall or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;



(9)

the guarantee by Axiall or any Restricted Subsidiary of Indebtedness of Axiall or a Restricted Subsidiary of Axiall that was permitted to be incurred by another provision of this covenant; provided that, in the case of a guarantee of any Restricted Subsidiary that is not a Guarantor, such Restricted Subsidiary complies with the covenant described below under the caption "—Additional Note Guarantees";



(10)

the incurrence by Axiall or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, performance and surety bonds in the ordinary course of business;



(11)

the incurrence by Axiall or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;



(12)

(x) Acquired Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by Axiall or any of its Restricted Subsidiaries and (y) Indebtedness incurred to finance an acquisition, merger, consolidation or amalgamation; provided, however, that in the case of clauses (x) and (y), on the date of such acquisition, merger, consolidation or amalgamation, either (a) Axiall would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant, or (b) the Consolidated Coverage Ratio of Axiall and the Restricted Subsidiaries is equal to or greater than immediately prior to the acquisition of such Restricted Subsidiary, in each case after giving effect to the incurrence of such Indebtedness pursuant to this clause (12);



(13)

the incurrence by non-guarantor Restricted Subsidiaries of Indebtedness in an aggregate amount at any time outstanding pursuant to this clause (13), including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), not to exceed the greater of (x) $150.0 million and (y) 5.5% of the Consolidated Tangible Assets of such non-guarantor Restricted Subsidiaries;



(14)

the incurrence of Indebtedness arising from agreements of Axiall or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Axiall and its Restricted Subsidiaries in connection with such disposition;



(15)

the incurrence by Axiall or its Restricted Subsidiaries of additional Indebtedness or Disqualified Stock or the issuance by any of Axiall's Restricted Subsidiaries of shares of

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preferred stock in an aggregate amount at any time outstanding, including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed the greater of $150.0 million and 5.5% of Consolidated Tangible Assets; and

(16)

the incurrence by Axiall and the Guarantors of Indebtedness under the Term Loan Agreement in an aggregate amount not to exceed $212.0 million.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Axiall will be permitted to classify such item of Indebtedness, Disqualified Stock or preferred stock on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, Disqualified Stock or preferred stock in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which 2021 Notes are first issued and authenticated under the Eagle Spinco Indenture (after giving effect to the issuance of the 2021 Notes, the application of the proceeds thereof and the incurrence of any Indebtedness under Credit Facilities on such date) will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) (and in the case of the Term Loan Agreement, clause (16)) of the definition of "Permitted Debt."

        The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of Axiall as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness where the Indebtedness to be incurred is denominated in a different currency, (1) the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness and (2) in the case of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced, the principal amount thereof shall be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that the principal amount of the Permitted Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess principal amount shall be determined on the date such Permitted Refinancing Indebtedness is incurred. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Axiall or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values subsequent to the incurrence of such Indebtedness.

        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and



(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:



(a)

the Fair Market Value of such assets at the date of determination; and



(b)

the amount of the Indebtedness of the other Person.

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Liens

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) on any of their properties or assets, now owned or hereafter acquired, unless all payments due under the Eagle Spinco Indenture and the 2021 Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to Axiall or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Axiall or any of its Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock);



(2)

make loans or advances to Axiall or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Axiall or any Restricted Subsidiary to other Indebtedness incurred by Axiall or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or



(3)

sell, lease or transfer any of its properties or assets to Axiall or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

any encumbrance or restriction pursuant to an agreement as in effect at the Issue Date, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;



(2)

any encumbrance or restriction pursuant to any agreement governing other Indebtedness permitted to be incurred under the covenant described above under "—Incurrence of Indebtedness and Issuance of Preferred Stock," and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances and restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those permitted by the immediately preceding clause (1);



(3)

the Eagle Spinco Indenture, the 2021 Notes and the 2021 Note Guarantees;



(4)

applicable law, rule, regulation or order;



(5)

any instrument governing Indebtedness or Capital Stock of a Person acquired by Axiall or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of

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such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Eagle Spinco Indenture to be incurred;

(6)

customary encumbrances or restrictions (i) on the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract that was entered into in the ordinary course of business, or the assignment or transfer of any such lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements permitted under the Eagle Spinco Indenture to secure Indebtedness of Axiall or any of its Restricted Subsidiaries or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Axiall or any of its Restricted Subsidiaries entered into in the ordinary course of business;



(7)

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;



(8)

any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;



(9)

Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(10)

Liens permitted to be incurred under the provisions of the covenant described above under the caption "—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;



(11)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements;



(12)

provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the ordinary course of business, so long as such encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable;



(13)

Indebtedness or other contractual requirements of a Receivables Entity or any Standard Securitization Undertakings, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity, Receivables and Related Assets;



(14)

restrictions on cash or other deposits or net worth under leases or other contracts entered into in the ordinary course of business; and

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(15)

Indebtedness of non-Guarantor Subsidiaries permitted to be incurred under the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" that impose restrictions solely on the non-Guarantor Subsidiaries party thereto.

Merger, Consolidation or Sale of Assets

Axiall

        The Eagle Spinco Indenture provides that Axiall will not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not Axiall is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Axiall and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)

either: (a) Axiall is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Axiall) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Company");



(2)

the Successor Company (if other than Axiall) assumes all the obligations of Axiall under the 2021 Notes and the Eagle Spinco Indenture;



(3)

immediately after such transaction, no Default exists;



(4)

immediately after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," or (B) the Consolidated Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be equal to or greater than such ratio immediately prior to such transaction;



(5)

if the Successor Company is not Axiall, each Guarantor shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company's obligations under the Eagle Spinco Indenture and the 2021 Notes; and



(6)

Axiall shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Eagle Spinco Indenture and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Eagle Spinco Indenture.

        In addition, the Eagle Spinco Indenture provides that Axiall will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

any transaction that comprises the Transactions;



(2)

a merger of Axiall with an Affiliate solely for the purpose of reincorporating Axiall in another U.S. jurisdiction;

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(3)

any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Axiall and any Restricted Subsidiary; or



(4)

a sale, assignment, transfer, conveyance or disposition of assets between or among Axiall and any non-guarantor Subsidiaries.

Eagle Spinco

        The Eagle Spinco Indenture provides that following consummation of the Merger and the execution of the Axiall Indenture, Eagle Spinco will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Eagle Spinco is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of Eagle Spinco and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless

(1)

either: (a) Eagle Spinco is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger (if other than Eagle Spinco) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Issuer"); provided that, in the case such Person is an entity other than a corporation, such Person will form a wholly owned Subsidiary that is a corporation and cause such Subsidiary to become a co-issuer of the 2021 Notes; and



(2)

immediately after giving effect to such transaction no Default or Event of Default exists.

        In addition, the Eagle Spinco Indenture provides that Eagle Spinco will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. The provisions of the immediately preceding paragraph will not apply to (1) a merger of Eagle Spinco with an Affiliate solely for the purpose of reincorporating Eagle Spinco in another U.S. jurisdiction; (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Eagle Spinco and any Restricted Subsidiary; or (3) a sale, assignment, transfer, conveyance or disposition of assets between or among Eagle Spinco and any non-guarantor Subsidiaries.

Transactions with Affiliates

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Axiall (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to Axiall or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Axiall or such Restricted Subsidiary with an unrelated Person; and



(2)

Axiall delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, a resolution of the Board of Directors of Axiall set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Axiall.

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        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Axiall or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;



(2)

transactions between or among Axiall and/or its Restricted Subsidiaries;



(3)

transactions with a Person (other than an Unrestricted Subsidiary of Axiall) that is an Affiliate of Axiall solely because Axiall owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;



(4)

payment of fees to, and indemnity provided on behalf of, officers, directors or employees of Axiall or any Restricted Subsidiary;



(5)

any issuance of Equity Interests (other than Disqualified Stock) of Axiall to Affiliates of Axiall;



(6)

Restricted Payments and Permitted Investments that do not violate the provisions of the Eagle Spinco Indenture described above under the caption "—Restricted Payments";



(7)

transactions between or among Axiall and/or its Restricted Subsidiaries on the one hand and a Receivables Entity on the other hand, or transactions between a Receivables Entity and any Person in which the Receivables Entity has an Investment, in each case effected as part of a Qualified Receivables Transaction;



(8)

transactions between Axiall and its Restricted Subsidiaries and PPG and its subsidiaries in effect on the Issue Date and any amendments, modifications, renewals, supplements or replacements; provided that such amendments, modifications, renewals, supplements or replacements are not materially less favorable, taken as a whole, than the transactions in effect on the Issue Date;



(9)

transactions involving or relating to TCI and RS Cogen;



(10)

any transaction or series of transactions involving aggregate consideration of $5.0 million or less;



(11)

loans or advances to employees by Axiall or any of its Restricted Subsidiaries in the ordinary course of business; and



(12)

the transactions comprising Transactions and the payment of all fees and expenses related to the Transactions.

Business Activities

        The Eagle Spinco Indenture provides that Axiall will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Axiall and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

        The Eagle Spinco Indenture provides that if, on or after the Issue Date (unless such acquired or created Domestic Subsidiary is properly designated as an Unrestricted Subsidiary):

(1)

Axiall or any of its Domestic Subsidiaries acquires or creates another Domestic Subsidiary that incurs any Indebtedness under the Credit Agreements, any syndicated loan or capital markets

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Indebtedness or guarantees any such Indebtedness of Axiall or any of its Domestic Subsidiaries; or

(2)

any Domestic Subsidiary of Axiall incurs Indebtedness under the Credit Agreements, any syndicated loan or capital markets Indebtedness or guarantees any such Indebtedness of Axiall or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Guarantor immediately prior to such incurrence or guarantee (an "Additional Obligor"),

then that newly acquired or created Domestic Subsidiary or Additional Obligor, as the case may be, will become a Guarantor and guarantee Axiall's Obligations in respect of the 2021 Notes and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 30 days after the date on which it was acquired or created or incurred, as the case may be; provided that no Receivables Entity will be required to become a Guarantor at any time.

Designation of Restricted and Unrestricted Subsidiaries

        The Eagle Spinco Indenture provides that except after a Covenant Termination Event, the Board of Directors of Axiall may designate any Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Subsidiary (other than TCI) is designated as an Unrestricted Subsidiary after the Issue Date, the aggregate Fair Market Value of all outstanding Investments owned by Axiall and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under one or more clauses of the definition of Permitted Investments, as determined by Axiall. That designation will only be permitted if the Investment would be permitted at that time and if the Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Axiall may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of Axiall as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Eagle Spinco Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Axiall as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," the Axiall will be in default of such covenant. The Board of Directors of Axiall may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Axiall; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Axiall of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default would be in existence following such designation.

Reports and Other Information

        The Eagle Spinco Indenture provides that notwithstanding that Eagle Spinco may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, the Eagle Spinco Indenture requires Eagle Spinco to file with the Commission (and make available to the Trustee and holders of the 2021 Notes (without

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exhibits), without cost to each holder, within 15 days after it files them with the Commission), provided that this provision will be deemed to have been satisfied with respect to any reports, filings and other information that is available on the Commission's EDGAR system),

(a)

within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;



(b)

within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;



(c)

within the time periods specified under the Exchange Act from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and



(d)

any other information, documents and other reports which Eagle Spinco would be required to file with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act;

provided that Eagle Spinco shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event Eagle Spinco will make available such information to prospective purchasers of 2021 Notes, in addition to providing such information to the Trustee and the holders of the 2021 Notes, in each case within 15 days after the time Eagle Spinco would have been required to file such information with the Commission, if it were subject to Sections 13 or 15(d) of the Exchange Act by posting such information to a publicly accessible website on Axiall's website

        Notwithstanding anything herein to the contrary, Eagle Spinco will not be deemed to have failed to comply with any of its agreements under this covenant for purposes of clause (4) under "—Events of Default and Remedies" until 120 days after the date any report hereunder is required to be filed with the Commission (or posted on Eagle Spinco's website) pursuant to this covenant.

        Because Axiall is a Guarantor of the 2021 Notes and Eagle Spinco is a 100%-owned subsidiary of Axiall, the Eagle Spinco Indenture permits Eagle Spinco to satisfy its obligations in this covenant with respect to financial information relating to Eagle Spinco by furnishing financial information relating to Axiall, as such direct or indirect parent; provided that such parent financial information includes a footnote containing consolidating financial information if required by Rule 3-10 of Regulation S-X of the Securities Act. Eagle Spinco currently satisfies this requirement by furnishing financial information of Axiall in accordance with Rule 3-10 of Regulation S-X of the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default" for the 2021 Notes:

(1)

default for 30 days in the payment when due of interest on the 2021 Notes;



(2)

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the 2021 Notes;



(3)

failure by Axiall or any of its Restricted Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control Triggering Event," "—Repurchase at the Option of Holders—Asset Sales" or "—Certain Covenants—Merger, Consolidation or Sale of Assets";

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(4)

failure by Axiall or any of its Restricted Subsidiaries for 60 days after notice to Axiall by the Trustee or the holders of at least 25% in aggregate principal amount of the 2021 Notes then outstanding voting as a single class to comply with any of the other agreements in the Eagle Spinco Indenture;



(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Eagle Spinco, Axiall or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Eagle Spinco, Axiall or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:



(a)

is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more;

(6)

failure by Axiall, Eagle Spinco or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million (net of any amounts paid by an insurance carrier or bonded), which judgments are not paid, discharged or stayed for a period of 60 days;



(7)

except as permitted by the Eagle Spinco Indenture, any 2021 Note Guarantee of Axiall or a Guarantor that is a Significant Subsidiary is, or 2021 Note Guarantees of a group of Subsidiaries that, taken together, would constitute a Significant Subsidiary are, held in any judicial proceeding to be unenforceable or invalid or cease or ceases for any reason to be in full force and effect, or Eagle Spinco, Axiall or any Guarantor that is a Significant Subsidiary, or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on its or their behalf, denies or disaffirms its obligations under its 2021 Note Guarantee; and



(8)

certain events of bankruptcy or insolvency described in the Eagle Spinco Indenture with respect to Axiall or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        Notwithstanding the foregoing, in no event shall the consummation of the transactions comprising the Transactions comprise or form the basis of an Event of Default.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Axiall, any Restricted Subsidiary of Axiall that is a Significant Subsidiary or any group of Restricted Subsidiaries of Axiall that, taken together, would constitute a Significant Subsidiary, all outstanding 2021 Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes may declare all the 2021 Notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding 2021 Notes may direct the Trustee in its exercise of any trust or power with respect to the 2021 Notes. The Trustee may withhold from holders of the 2021 Notes notice of any continuing Default if it determines that withholding notice is in their interest, except a Default relating to the payment of principal, interest or premium.

110

        Subject to the provisions of the Eagle Spinco Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Eagle Spinco Indenture at the request or direction of any holders of 2021 Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of a 2021 Note may pursue any remedy with respect to the Eagle Spinco Indenture or 2021 Notes unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes have requested the Trustee to pursue the remedy with respect to the 2021 Notes;



(3)

such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the then outstanding 2021 Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding 2021 Notes by notice to the Trustee may, on behalf of the holders of all of the 2021 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Eagle Spinco Indenture with respect to the 2021 Notes, except a continuing Default in the payment of interest or premium on, or the principal of, the 2021 Notes.

        Eagle Spinco is required to deliver to the Trustee annually a statement regarding compliance with the Eagle Spinco Indenture. Upon becoming aware of any Default, Eagle Spinco is required to deliver to the Trustee a statement specifying such Default, unless such Default shall have been cured prior to the time such statement is required to be delivered.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of Eagle Spinco or any Guarantor, as such, has any liability for any obligations of the Issuer or the Guarantors under the 2021 Notes, the Eagle Spinco Indenture, the 2021 Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2021 Notes by accepting a 2021 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2021 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        Eagle Spinco may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, elect to have all of its obligations discharged with respect to the outstanding 2021 Notes, and all obligations of the Guarantors discharged with respect to their 2021 Note Guarantees ("Legal Defeasance") except for:

(1)

the rights of holders of outstanding 2021 Notes to receive payments in respect of the principal of, or interest or premium on, such 2021 Notes when such payments are due from the trust referred to below;



(2)

Eagle Spinco's obligations with respect to the 2021 Notes concerning issuing temporary 2021 Notes, registration of 2021 Notes, mutilated, destroyed, lost or stolen 2021 Notes and the

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maintenance of an office or agency for payment and money for security payments held in trust;

(3)

the rights, powers, trusts, duties and immunities of the Trustee, and Eagle Spinco's and the Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance and Covenant Defeasance provisions of the Eagle Spinco Indenture.

        In addition, Eagle Spinco may, at its option and at any time, elect to have the obligations of Eagle Spinco and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Eagle Spinco Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default with respect to the 2021 Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the 2021 Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

Eagle Spinco must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the 2021 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the outstanding 2021 Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Eagle Spinco must specify whether the 2021 Notes are being defeased to such stated date for payment or to a particular redemption date;



(2)

in the case of Legal Defeasance, Eagle Spinco must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) Eagle Spinco has received from, or there has been published by, the Internal Revenue Service (IRS) a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding 2021 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, Eagle Spinco must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding 2021 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Eagle Spinco or any Guarantor is a party or by which Eagle Spinco or any Guarantor is bound;



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Eagle Spinco Indenture) to which Axiall or any of its Subsidiaries is a party or by which Axiall or any of its Subsidiaries is bound;

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(6)

Eagle Spinco must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by Eagle Spinco with the intent of preferring the holders of the 2021 Notes, over the other creditors of Eagle Spinco with the intent of defeating, hindering, delaying or defrauding any creditors of Eagle Spinco or others; and



(7)

Eagle Spinco must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Eagle Spinco Indenture, the 2021 Notes or the 2021 Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount the 2021 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2021 Notes), and any existing Default or compliance with any provision of the Eagle Spinco Indenture, the 2021 Notes or the 2021 Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount the 2021 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2021 Notes).

        Without the consent of each holder of 2021 Notes affected thereby, an amendment, supplement or waiver may not (with respect to any 2021 Notes held by a non-consenting holder):

(1)

reduce the principal amount of 2021 Notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any 2021 Note or alter the provisions with respect to the redemption of the 2021 Notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");



(3)

reduce the rate of or change the time for payment of interest, including default interest, on any 2021 Note;



(4)

waive a Default in the payment of principal of, or interest or premium on, the 2021 Notes (except a rescission of acceleration of the 2021 Notes by the holders of at least a majority in aggregate principal amount of the then outstanding 2021 Notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any 2021 Note payable in money other than U.S. dollars;



(6)

make any change in the provisions of the Eagle Spinco Indenture relating to waivers of past Defaults or the rights of holders of 2021 Notes to receive payments of principal of, or interest or premium on, the 2021 Notes;



(7)

waive a redemption payment with respect to any 2021 Note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");



(8)

release any Guarantor from any of its obligations under its 2021 Note Guarantee or the Eagle Spinco Indenture, except in accordance with the terms of the Eagle Spinco Indenture; or



(9)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of the 2021 Notes, Eagle Spinco, the Guarantors and the Trustee may amend or supplement the Indenture, the 2021 Notes or the 2021

113

Note Guarantees (for avoidance of doubt, existing Guarantors are not required to execute any supplemental indenture to add additional Guarantors pursuant to clause (8) below):

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated 2021 Notes in addition to or in place of certificated 2021 Notes;



(3)

to provide for the assumption of Eagle Spinco's or a Guarantor's obligations to holders of 2021 Notes and 2021 Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Eagle Spinco's or such Guarantor's assets, as applicable;



(4)

to make any change that would provide any additional rights or benefits to the holders of 2021 Notes or that does not adversely affect the legal rights under the Eagle Spinco Indenture of any such holder in any material respect;



(5)

to comply with requirements of the Commission in order to effect or maintain the qualification of the Eagle Spinco Indenture under the Trust Indenture Act;



(6)

to conform the text of the Eagle Spinco Indenture, the 2021 Note Guarantees or the 2021 Notes to any provision of this Description of Eagle Spinco's 2021 Notes to the extent that such provision in this Description of Eagle Spinco's 2021 Notes was intended to be a verbatim recitation of a provision of the Eagle Spinco Indenture, the 2021 Note Guarantees or the 2021 Notes;



(7)

to provide for the issuance of Additional 2021 Notes in accordance with the limitations set forth in the Eagle Spinco Indenture as of the Issue Date;



(8)

to allow any Guarantor to execute a supplemental indenture and/or a 2021 Note Guarantee with respect to the 2021 Notes;



(9)

to secure the 2021 Notes or any 2021 Note Guarantee; or



(10)

to add to the covenants of Axiall for the benefit of the holders of 2021 Notes or surrender any right or power conferred upon Axiall.

        The consent of the holders is not necessary under the Eagle Spinco Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Satisfaction and Discharge

        The Eagle Spinco Indenture will be discharged and will cease to be of further effect as to all 2021 Notes, issued thereunder when:

(1)

either:



(a)

all 2021 Notes that have been authenticated, except lost, stolen or destroyed 2021 Notes that have been replaced or paid and all 2021 Notes for whose payment money has been deposited in trust and thereafter repaid to Eagle Spinco, have been delivered to the Trustee for cancellation; or



(b)

all 2021 Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Eagle Spinco or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of such 2021 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any

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reinvestment of interest, to pay and discharge the entire Indebtedness on the 2021 Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2)

no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Eagle Spinco or any Guarantor is a party or by which Eagle Spinco or any Guarantor is bound;



(3)

Eagle Spinco or any Guarantor has paid or caused to be paid all sums payable by it under the Eagle Spinco Indenture with respect to the 2021 Notes; and



(4)

Eagle Spinco has delivered irrevocable instructions to the Trustee under the Eagle Spinco Indenture to apply the deposited money toward the payment of the 2021 Notes at maturity or on the redemption date, as the case may be.

        In addition, Eagle Spinco must deliver an Officers' Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of Eagle Spinco or any Guarantor, the Eagle Spinco Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee (if the Eagle Spinco Indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding 2012 Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to the 2021 Notes, subject to certain exceptions. The Eagle Spinco Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Eagle Spinco Indenture at the request of any holder of 2021 Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

        The Eagle Spinco Indenture and the 2021 Notes are governed by, and construed in accordance with, the laws of the State of New York, without regard of conflicts of laws principles that would require the application of the laws of another jurisdiction.

Certain Definitions

        Set forth below are certain defined terms used in the Eagle Spinco Indenture. Reference is made to the Eagle Spinco Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

        "2021 Note Guarantee" means the Guarantee of the 2021 Notes by the Guarantors.

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        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and



(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. No Person (other than Axiall or any Subsidiary of Axiall) in whom a Receivables Entity makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of Axiall or any of its Subsidiaries solely by reason of such Investment.

        "Applicable Premium" means, with respect to any 2021 Note on any redemption date, the greater of:

(1)

1.0% of the principal amount of the 2021 Note; and



(2)

the excess of:



(a)

the present value at such redemption date of (i) the redemption price of the 2021 Note at February 15, 2018 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the 2021 Note through February 15, 2018 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the principal amount of the 2021 Note.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Axiall and its Restricted Subsidiaries taken as a whole (whether by merger, consolidation or otherwise) will be governed by the provisions of the Eagle Spinco Indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control Triggering Event" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance of Equity Interests in any of Axiall's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than preferred stock of Restricted Subsidiaries issued in a manner permitted pursuant to the provisions described above under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock").

        Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)

any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $50.0 million;



(2)

a transfer of assets between or among Axiall and its Restricted Subsidiaries;

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(3)

the disposition of all or substantially all of the assets of Axiall in a manner permitted pursuant to the provisions described above under "—Certain Covenants—Merger, Consolidation or Sale of Assets" or any disposition that constitutes a Change of Control pursuant to the Eagle Spinco Indenture;



(4)

an issuance of Equity Interests by a Restricted Subsidiary of Axiall to Axiall or to a Restricted Subsidiary of Axiall;



(5)

the sale or lease of products, services, accounts receivable or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;



(6)

the sale or other disposition of cash or Cash Equivalents;



(7)

transfers or sales of Receivables and Related Assets to a Receivables Entity or to any Person in connection with a Qualified Receivables Transaction or the creation of a Lien on any such Receivables or Related Assets in connection with a Qualified Receivables Transaction;



(8)

transfers of Receivables and Related Assets (or a fractional undivided interest therein) by a Receivables Entity in a Qualified Receivables Transaction;



(9)

a Restricted Payment that does not violate the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment;



(10)

the concurrent trade or exchange of assets between Axiall or its Restricted Subsidiaries and another Person including any cash or Cash Equivalents necessary in order to achieve an exchange of equivalent value; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant set forth under the caption "Repurchase at the Option of Holders—Asset Sales" and must be determined in good faith by Axiall's Board of Directors to be necessary to achieve an exchange of equivalent value;



(11)

the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do not materially interfere with the business of Axiall and its Restricted Subsidiaries;



(12)

a disposition of receivables in connection with the compromise, settlement or collection or sale thereof in the ordinary course of business or in bankruptcy, liquidation or insolvency proceedings; and



(13)

any transaction comprising the Transactions.

        "Attributable Indebtedness" in respect of a transaction in which Axiall or a Restricted Subsidiary transfers property to a Person and Axiall or a Restricted Subsidiary leases such property from that Person, means, as at the time of determination, the present value (discounted at the interest rate borne by the 2021 Notes, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such transaction (including any period for which such lease has been extended).

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such" person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

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        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;



(2)

with respect to a partnership, the Board of Directors (or comparable governing entity) of the general partner of the partnership or any committee thereof duly authorized to act on behalf of such board;



(3)

with respect to a limited liability company, the managing member or members or any authorized committee of managing members thereof; and



(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Borrowing Base" means, as of any date, an amount equal to:

(1)

85% of the value of all accounts receivable owned by Axiall and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus



(2)

70% of the value of all inventory owned by Axiall and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus



(3)

100% of the unrestricted cash and Cash Equivalents of Axiall and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty; provided however that the OMERS Leases shall not be deemed to be Capitalized Lease Obligations.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalents" means:

(1)

United States dollars or Canadian dollars;



(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;



(3)

certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and

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overnight bank deposits, in each case, with any lender party to any Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million;

(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;



(5)

commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within six months after the date of acquisition; and



(6)

money market funds at least 95% of the assets of which constitute cash or Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

        "Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Axiall and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act);



(2)

the adoption of a plan relating to the liquidation or dissolution of Axiall; or



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above) other than Axiall becomes the ultimate Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Axiall, measured by voting power rather than number of shares.

        Notwithstanding the foregoing, any holding company that directly or indirectly owns 100% of the Voting Stock of Axiall shall not be deemed to be a "person" for purposes of clauses (1) and (3) above such that the Beneficial Owners of such holding company shall be the Beneficial Owners of Axiall's Voting Stock for purposes of clauses (1) and (3) above. Notwithstanding the foregoing, the transactions comprising the Transactions shall not constitute a Change of Control.

        "Change of Control Triggering Event" means the occurrence of a Change of Control that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories as well as between ratings categories), or withdrawal of the rating of the 2021 Notes within the Ratings Decline Period by one or more Rating Agencies, as a result of which the rating of the 2021 Notes on any day during such Ratings Decline Period is below the rating by each such Rating Agency in effect immediately preceding the first public announcement of the transaction that would constitute a Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control.

        "Commission" means the United States Securities and Exchange Commission.

        "Consolidated Coverage Ratio" means as of any date of determination, with respect to any specified Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal

119

financial statements are available to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that:

(1)

if Axiall or any of its Restricted Subsidiaries:



(a)

has incurred or assumed any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of revolving credit Indebtedness under any Credit Facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or



(b)

has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving Credit Facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;



(2)

if since the beginning of such period Axiall or any of its Restricted Subsidiaries will have made any Asset Sale or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Sale or disposition:



(a)

the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale or disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and



(b)

Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of Axiall or any of its Restricted Subsidiaries repaid, repurchased, defeased or otherwise discharged with respect to Axiall and its continuing Restricted Subsidiaries in connection with such Asset Sale or disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Axiall and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);



(3)

if since the beginning of such period Axiall or any of its Restricted Subsidiaries (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into Axiall) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a

120

calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4)

if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Axiall or any of its Restricted Subsidiaries since the beginning of such period) will have made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by Axiall or any of its Restricted Subsidiaries during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such Asset Sale or Investment or acquisition of assets occurred on the first day of such period.

        For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of Axiall (and, to the extent such calculation includes pro forma expense and cost reductions, such pro forma expense and cost reductions shall be limited to, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investments, acquisition, merger or consolidation which is being given pro forma effect that have been or are expected to be realized within twelve (12) months after the date of such Investment, acquisition, merger or consolidation as the result of specified actions taken or to be taken within six (6) months after such date). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months; provided that if such Hedging Obligation has a remaining term of less than 12 months such Hedging Obligation shall be taken into account for the number of months remaining). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of Axiall, the interest rate shall be calculated by applying such optional rate chosen by Axiall.

        "Consolidated EBITDA" means with respect to any specified Person for any period, without duplication, the Consolidated Net Income of such Person for such period, plus the following to the extent deducted in calculating such Consolidated Net Income (other than clause (8)):

(1)

Consolidated Interest Expense;



(2)

Consolidated Income Taxes;



(3)

consolidated depreciation expense;



(4)

consolidated amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and impairment charges;



(5)

fees and expenses of third-party professionals incurred prior to the Issue Date in respect of financing transactions and various amendments to existing credit facilities;



(6)

any (i) cash expenses or charges related to the Transactions, or incurred in connection with any acquisition, disposition, Investment, issuance or repayment of Indebtedness, amendments to or preparation of documentation governing Indebtedness, and issuance of Equity Interests, in each case whether or not completed) and (ii) other non-recurring or non-cash expenses or charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent

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it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation);

(7)

the amount of restructuring charges or reserve, integration cost or other business optimization expense or cost, including any one time costs incurred in connection with the Transactions or any acquisitions after the Issue Date and cost related to the closure and/or consolidation of the facilities; provided that the aggregate amount of cash charges and cash costs that are included in this clause (7) for actions not related to the Transactions shall not exceed 10% of Consolidated EBITDA in any four-quarter period;



(8)

the amount of net cost savings projected by Axiall in good faith to be realized as a result of specified actions either taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized or expect to be realized prior to or during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions have been taken or initiated no later than 12 months after the date of such actions and (z) the aggregate amount of projected cost savings included in any four-quarter period shall not exceed 10% of Consolidated EBITDA; and minus



(9)

non-recurring or non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding sentence, clauses (2) through (5) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person.

        "Consolidated Income Taxes" means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the total interest expense of such Person and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense:

(1)

interest expense attributable to Capital Lease Obligations, the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP, and the interest component of any deferred payment obligations;



(2)

amortization of debt discount (provided that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense and provided, further, that amortization of deferred and other financing fees and expenses and gains or losses related to debt modifications and extinguishments shall be excluded from the calculation of Consolidated Interest Expense);



(3)

non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations and other derivative instruments);

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(4)

commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;



(5)

the interest expense on Indebtedness of another Person (excluding RS Cogen) that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries;



(6)

net costs associated with Hedging Obligations (including amortization of fees) provided, however, that if Hedging Obligations result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;



(7)

the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;



(8)

the product of (a) all dividends paid or payable, in cash or otherwise or accrued during such period on any series of preferred stock of such Person or its Restricted Subsidiaries payable to a party other than Axiall or a wholly-owned Subsidiary of Axiall, other than dividends on Equity Interests payable solely in Equity Interests of Axiall (other than Disqualified Stock) or to Axiall or a Restricted Subsidiary of Axiall, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;



(9)

the cash contributions to any employee stockownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Axiall) in connection with Indebtedness incurred by such plan or trust; provided, however, that there will be excluded therefrom any such interest expense of any Unrestricted Subsidiary to the extent the related Indebtedness is not guaranteed or paid by Axiall or any of its Restricted Subsidiaries; and less



(10)

to the extent included in such interest expense, payments in respect of the OMERS Leases.

        For purposes of the foregoing, total interest expense will be determined after giving effect to any net payments made or received by Axiall and its Subsidiaries with respect to Hedging Obligations during the applicable period but excludes non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any transaction (including, without limitation, any Qualified Receivables Transaction) pursuant to which Axiall or any of its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any Receivables or Related Assets will be included in Consolidated Interest Expense.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the net income (loss) of such Person and its consolidated Restricted Subsidiaries (excluding the portion of such net income (loss) attributable to non-controlling interests) for such period determined in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(1)

any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that:



(a)

subject to the limitations contained in clauses (3), (4) and (5) below, such Person's equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash which could have been distributed by such Person during such period to Axiall or any of its Restricted Subsidiaries as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

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(b)

Axiall's equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from Axiall or any of its Restricted Subsidiaries;



(2)

any net income (but not loss) of any Restricted Subsidiary of Axiall that is not a Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to Axiall or a Guarantor, except that:



(a)

subject to the limitations contained in clauses (3), (4) and (5) below, Axiall's equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to Axiall or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and



(b)

Axiall's equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;



(3)

any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of Axiall or its consolidated Restricted Subsidiaries (including pursuant to any transaction pursuant to which Axiall or any of its Restricted Subsidiaries sells property to another Person and Axiall or any of its Restricted Subsidiaries leases such property from that Person but excluding sales, transfers or other dispositions in connection with Qualified Receivables Transactions) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;



(4)

any extraordinary gain or loss;



(5)

any unrealized gain or loss attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments;



(6)

any non-cash compensation expense realized for grants of equity, performance shares, stock options or other rights of officers, directors or employees;



(7)

any gain (loss) realized upon the redemption, repurchase or retirement of Indebtedness; and



(8)

the cumulative effect of a change in accounting principles.

        "Consolidated Secured Debt Ratio" means, as of any date of determination, the ratio of (a) consolidated total Indebtedness of Axiall and its Restricted Subsidiaries on the date of determination that constitutes the Credit Agreements or any other Indebtedness of Axiall and its Restricted Subsidiaries secured by a Lien, any Capital Lease Obligations or any "net investment" or similar construct under any Qualified Receivables Transaction to (b) the aggregate amount of Consolidated EBITDA for the then most recent four full fiscal quarters for which internal financial statements of Axiall and its Restricted Subsidiaries are available in each case with such pro forma adjustments to such consolidated total Indebtedness and Consolidated EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Coverage Ratio.

        "Consolidated Tangible Assets" means, at any date of determination, the total amount of assets of Axiall and its consolidated Subsidiaries after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets, all as set forth, or on & pro forma basis, as would be set forth, on the consolidated balance sheet of Axiall and its consolidated Subsidiaries for Axiall's most recently completed fiscal quarter for which internal financial statements are available, prepared in accordance with GAAP.

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        "Credit Agreements" means (a) that certain Credit Agreement, dated on or about the Merger Date, by and among Axiall, certain Subsidiaries of Axiall, the financial institutions from time to time party thereto and General Electric Capital Corporation as administrative agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time and (b) the Term Loan Agreement.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreements), commercial paper facilities or indentures, in each case, with banks or other institutional lenders, trustees or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Noncash Consideration" means the fair market value of non-cash consideration received by Eagle Spinco or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by a responsible financial or accounting officer of Eagle Spinco, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Noncash Consideration.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2021 Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Axiall to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Axiall may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Eagle Spinco Indenture will be the maximum amount that Axiall and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Axiall that was formed under the laws of the United States or any state of the United States or the District of Columbia.

        "Eagle Spinco Dividend" means the distribution by Eagle Spinco to PPG Industries Inc. and/or one or more of its Affiliates, directly or indirectly, of approximately $900.0 million in cash or a combination of cash and the 2021 Notes.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means a public or private offering or sale for cash by Axiall of its Equity Interests.

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        "Exchange Act" means the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

        "Existing Indebtedness" means Indebtedness of Axiall and its Restricted Subsidiaries outstanding on the Issue Date, other than under the Credit Agreements and the Eagle Spinco Indenture.

        "Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Axiall (unless otherwise provided in the Eagle Spinco Indenture).

        "Foreign Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

        "GAAP" means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date (provided that for purposes of calculating Restricted Payment capacity, Consolidated Net Income for periods prior to the Issue Date shall be based on such accounting principles as in effect at the time the related financial statements were issued). At any time after the Issue Date, Axiall may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the Eagle Spinco Indenture); provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to Eagle Spinco's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Axiall shall give notice of any such election made in accordance with this definition to the Trustee and the holders of 2021 Notes.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

        "Guarantors" means each of:

(1)

Eagle Spinco's Domestic Subsidiaries on the date of the Eagle Spinco Indenture;



(2)

any other Subsidiary of Axiall that executes a 2021 Note Guarantee in accordance with the provisions of the Eagle Spinco Indenture; and



(3)

Axiall and any other Restricted Subsidiary of Axiall (other than Eagle Spinco) that executes a 2021 Note Guarantee from time to time in accordance with the provisions of the Eagle Spinco Indenture,

and their respective successors and assigns, in each case, until the 2021 Note Guarantee of such Person has been released in accordance with the provisions of the Eagle Spinco Indenture; provided that no Receivables Entity will be a Guarantor at any time.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

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(2)

other agreements or arrangements designed to manage interest rates or interest rate risk; and



(3)

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, including without duplication (and excluding accrued expenses and trade payables):

(1)

the principal and premium, if any, in respect of indebtedness for borrowed money;



(2)

the principal and premium, if any, in respect of obligations evidenced by bonds, notes, debentures or similar instruments;



(3)

the principal component of obligations in respect of letters of credit, bankers' acceptances or other similar instruments (including reimbursement obligations with respect thereto);



(4)

indebtedness representing Capital Lease Obligations;



(5)

indebtedness representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or



(6)

net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP; provided that notwithstanding the foregoing (x) take-or-pay obligations contained in supply agreements entered into in the ordinary course of business shall not constitute Indebtedness, and (y) the incurrence of indebtedness (i) by a Receivables Entity in a Qualified Receivables Transaction that is without recourse to Axiall or to any other Subsidiary of Axiall or their respective assets (other than such Receivables Entity and its assets and, as to Axiall or any of its Subsidiaries, other than pursuant to Standard Securitization Undertakings) and is not guaranteed by any such Person or (ii) by Axiall and its Restricted Subsidiaries pursuant to Standard Securitization Undertakings shall not constitute Indebtedness. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) (other than, in the case of Axiall and its Restricted Subsidiaries, indebtedness of RS Cogen, which shall not constitute Indebtedness) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

        In addition, "Indebtedness" of any Person (other than, in the case of Axiall and its Restricted Subsidiaries, indebtedness of RS Cogen, which shall not constitute Indebtedness) shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if:

(1)

such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a "Joint Venture");



(2)

such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a "General Partner"); and



(3)

there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:



(a)

the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or

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(b)

if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Consolidated Interest Expense to the extent actually paid by Axiall or its Restricted Subsidiaries.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Axiall or any Subsidiary of Axiall sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Axiall such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Axiall, Axiall will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Axiall's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by Axiall or any Subsidiary of Axiall of a Person that holds an Investment in a third Person will be deemed to be an Investment by Axiall or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." Except as otherwise provided in the Eagle Spinco Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

        "Issue Date" means January 30, 2013.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Merger" means the merger of Merger Sub with and into Eagle Spinco pursuant to the Merger Agreement, with Eagle Spinco surviving the merger as a wholly owned Subsidiary of Axiall.

        "Merger Agreement" means the Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco, Axiall and Merger Sub.

        "Merger Date "means the date upon which the Merger is consummated.

        "Merger Sub" means Grizzly Acquisition Sub, Inc., a subsidiary of Axiall.

        "Moody" means Moody's Investors Service, Inc.

        "Net Proceeds" means the aggregate cash proceeds received by Axiall or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or

128

deductions and any tax sharing arrangements, the amount of any distributions and other payments required to be made to minority interest holders in Subsidiaries or Joint Ventures as a result of such Asset Sale, the deduction of amounts required to be provided by the seller as a reserve (in accordance with GAAP) against any liabilities associated with the assets disposed of in such Asset Sale and retained by Axiall or any of its Restricted Subsidiaries after such Asset Sale, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under the Credit Agreements, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "non-guarantor Subsidiary" means any Restricted Subsidiary of Axiall (other than Eagle Spinco) that is not a Guarantor.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither Axiall nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and



(2)

no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Axiall or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Officer" means the Chairman of the Board of Directors, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of Eagle Spinco.

        "Officers' Certificate" means a certificate signed on behalf of a Person by two Officers of such Person, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person that meets the requirements set forth in the Eagle Spinco Indenture.

        "OMERS Leases" means those certain leases, dated March 29, 2007, by and among OMERS Realty Corporation, as landlord, Royal Group, Inc., as tenant, and Axiall, as indemnifier, as amended, restated or modified from time to time.

        "Permitted Business" means any business that is the same as or related, ancillary or complementary to any of the businesses of Axiall and its Restricted Subsidiaries on the Issue Date.

        "Permitted Investments" means:

(1)

any Investment in Axiall or in a Restricted Subsidiary of Axiall;



(2)

any Investment in Cash Equivalents;



(3)

any Investment by Axiall or any Restricted Subsidiary of Axiall in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of Axiall; or



(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Axiall or a Restricted Subsidiary of Axiall;

129

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";



(5)

any acquisition of assets, Capital Stock or other Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Axiall;



(6)

any Investments received in compromise or resolution of:



(a)

obligations of trade creditors or customers that were incurred in the ordinary course of business of Axiall or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or



(b)

litigation, arbitration or other disputes with Persons who are not Affiliates;



(7)

Investments represented by Hedging Obligations;



(8)

repurchases of the 2021 Notes (including 2021 Note Guarantees);



(9)

Investments by Axiall or any of its Restricted Subsidiaries in a Permitted Joint Venture, so long as:



(a)

such Permitted Joint Venture does not have any Indebtedness for borrowed money at the time of such Investment (or contemplated to be incurred contemporaneously with such Investment) (other than Indebtedness owing to the equity holders of such Permitted Joint Venture, Axiall or any Restricted Subsidiary);



(b)

such Permitted Joint Venture is engaged only in a Permitted Business; and



(c)

after giving pro forma effect to such Investment, Axiall would be permitted to incur $1.00 of additional Indebtedness under the first paragraph of the covenant set forth above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(10)

Investments in any Person (including any Unrestricted Subsidiary) whose principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating a facility, a primary purpose of which is the generation or production of ethylene, including any cracking in connection with such generation or production (or with the intent to convert or modify to the generation or production of ethylene, including any cracking in connection with such generation or production) in an aggregate amount not to exceed $700.0 million; provided that for the avoidance of doubt such investments shall include any "condo cracking" arrangements;



(11)

payroll, travel and similar advances to cover matters that are reasonably expected at the time of such advances to be treated as expenses for accounting purposes and that are made in the ordinary course of business and other reasonable fees, compensation, benefits and indemnities paid or entered into by Axiall or its Restricted Subsidiaries in the ordinary course of business to or with officers, directors or employees of Axiall and its Restricted Subsidiaries;



(12)

loans or advances to employees (other than executive officers) of Axiall or its Restricted Subsidiaries made in the ordinary course of business in an aggregate amount not in excess of $10.0 million at any one time outstanding;



(13)

Investments in existence on the Issue Date;



(14)

a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including Investments of funds held in

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accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness;

(15)

Guarantees to third parties to the extent that such Guarantees are incurred pursuant to the covenant set forth under the caption "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(16)

endorsements of negotiable instruments and documents in the ordinary course of business of Axiall;



(17)

Investments consisting of the acquisition of TCI Interests after the Issue Date; provided that TCI shall be designated as an Unrestricted Subsidiary immediately upon consummation of such Investment; and



(18)

other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding not to exceed the greater of $250.0 million and 9.25% of Consolidated Tangible Assets.

        "Permitted Joint Venture" means, with respect to any Person:

(1)

any corporation, association, or other business entity (other than a partnership) of which 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof; and



(2)

any partnership, joint venture, limited liability company or similar entity of which



(a)

50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Restricted Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and



(b)

either such Person or any Restricted Subsidiary of such Person is a controlling general partner or no other Person controls such entity.

        "Permitted Liens" means:

(1)

Liens on assets of Axiall or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities and/or securing Hedging Obligations or Treasury Management Agreements related thereto incurred pursuant to clauses (1), (8), (15) and (16) of the definition of Permitted Debt;



(2)

Liens in favor of Axiall or the Guarantors;



(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Axiall or any Subsidiary of Axiall; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Axiall or the Subsidiary;



(4)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by Axiall or any Subsidiary of Axiall; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

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(5)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;



(6)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;



(7)

Liens existing on the Issue Date;



(8)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;



(9)

Liens imposed by law, such as carriers', warehousemen's, landlord's and mechanics' Liens, in each case, incurred in the ordinary course of business;



(10)

survey exceptions, ground leases, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or building codes or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;



(11)

Liens to secure any Permitted Refinancing Indebtedness in respect of Indebtedness secured by a Lien referred to in the foregoing clauses (3), (4), (6), (7) and (15) permitted to be incurred under the Indenture; provided, however, that:



(a)

the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and



(b)

the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;



(12)

pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;



(13)

Liens incurred under leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of Axiall or any of its Restricted Subsidiaries;



(14)

judgment Liens not giving rise to an Event of Default; provided that such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

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(15)

Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations, purchase money obligations or other payments incurred to finance the acquisition, improvement or construction of, assets or property (other than the acquisition of Capital Stock or all or substantially all of the assets of a Person) provided that:



(a)

the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under the indenture and does not exceed the cost of the assets or property so acquired or constructed; and



(b)

such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of Axiall or any of its Restricted Subsidiaries other than such assets or property and assets affixed or appurtenant thereto;



(16)

any interest or title of a lessor under any Capital Lease Obligation or operating lease;



(17)

any Liens securing Hedging Obligations related to Indebtedness so long as such Indebtedness is, and is permitted under the Eagle Spinco Indenture to be, secured by a Lien on the same property securing such Hedging Obligations;



(18)

Liens arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:



(a)

such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Axiall in excess of those set forth by regulations promulgated by the Federal Reserve Board; and



(b)

such deposit account is not intended by Axiall or any Restricted Subsidiary to provide collateral to the depository institution;



(19)

Liens of a collection bank arising under the Uniform Commercial Code on items in the ordinary course of collection;



(20)

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Axiall and its Restricted Subsidiaries in the ordinary course of business;



(21)

Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Axiall or a Restricted Subsidiary of Axiall;



(22)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;



(23)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Axiall or any Restricted Subsidiary in the ordinary course of business;



(24)

Liens on Receivables and Related Assets of (a) Axiall and its Restricted Subsidiaries or (b) a Receivables Entity, in each case in connection with a Qualified Receivables Transaction;



(25)

Liens securing Indebtedness or other obligations of Axiall or any Subsidiary of Axiall; provided that such Indebtedness does not exceed the greater of $100.0 million and 3.75% of Consolidated Tangible Assets at any one time outstanding;



(26)

Liens on the assets of non-guarantor Subsidiaries to secure Indebtedness incurred pursuant to clause (13) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; and

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(27)

Liens securing any Indebtedness incurred pursuant to the first paragraph of the covenant "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided, however, that, at the time of incurrence of such Indebtedness and after giving pro forma effect thereto and the application of proceeds thereof, the Consolidated Secured Debt Ratio would be no greater than 3.50 to 1.0.

        "Permitted Refinancing Indebtedness" means any Indebtedness or Disqualified Stock of Axiall or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Axiall or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);



(2)

such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;



(3)

if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the 2021 Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the 2021 Notes on terms at least as favorable to the holders of 2021 Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and



(4)

such Indebtedness is incurred either by Axiall or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Qualified Receivables Transaction" means any transaction or series of transactions entered into by Axiall or any of its Subsidiaries pursuant to which Axiall or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Entity (in the case of a transfer by Axiall or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or grants a security interest in and/or pledge, any Receivables (whether now existing or arising in the future) of Axiall or any of its Subsidiaries, and any Related Assets, which transfer, grant of security interest or pledge is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests, or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in Receivables and Related Assets, it being understood that a Qualified Receivables Transaction may involve:

(1)

one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein, and



(2)

periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein; provided that the Board of Directors of Axiall shall have determined in good faith that such Qualified Receivables Transaction is economically fair and reasonable to Axiall.

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        The grant of a security interest in any accounts receivable of Axiall or its Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Credit Agreements shall not be deemed to be a Qualified Receivables Transaction.

        "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases to rate the 2021 Notes for reasons outside of Axiall's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act selected by Axiall as a replacement agency for Moody's or S&P, as the case may be.

        "Ratings Decline Period" means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention Axiall or a shareholder of Axiall, as applicable, to effect a Change of Control or (b) the occurrence thereof and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the 2021 Notes, as noted by the applicable Rating Agency during such period ending 90 days following consummation of such Change of Control, is under publicly announced consideration for downgrade by the applicable Rating Agency as a result in whole or in part of such Change of Control.

        "Receivables" means accounts receivable (including all rights to payment created by or arising from the sale of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) of Axiall or any of its Subsidiaries, whether now existing or arising in the future.

        "Receivables Entity" means a Person (which may or may not be a direct or indirect Subsidiary of Axiall) formed for the purposes of engaging in a Qualified Receivables Transaction with Axiall or any of its Restricted Subsidiaries that (i) engages in no activities other than in connection with the financing of Receivables and Related Assets and any business or activities incidental or related thereto and (ii) is designated by the Board of Directors of Axiall as a Receivables Entity; provided that:

(1)

no portion of the Indebtedness or any other Obligations (contingent or otherwise) of such Person:



(a)

is guaranteed by Axiall or any of its Subsidiaries (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);



(b)

is recourse to or obligates Axiall or any of its Subsidiaries (other than such Person if a Subsidiary of Axiall) in any way other than pursuant to Standard Securitization Undertakings; or



(c)

subjects any property or asset of Axiall or any of its Subsidiaries (other than property and assets of such Person and Receivables and Related Assets of Axiall and its Subsidiaries), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;



(2)

neither Axiall nor any of its Subsidiaries has any material contract, agreement, arrangement or understanding with such Person other than on terms no less favorable to Axiall or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Axiall, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and



(3)

neither Axiall nor any of its Subsidiaries has any obligation to maintain or preserve such Person's financial condition or cause such Person to achieve certain levels of operating results.

        Any such designation by the Board of Directors of Axiall will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of Axiall giving effect to

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such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "Registration Rights Agreement" means a registration rights agreement with respect to the 2021 Notes dated January 30, 2013, among Eagle Spinco, the Guarantors party thereto and the Initial Purchasers.

        "Related Asset" means, with respect to any Receivables in a Qualified Receivables Transaction:

(1)

any interests in such Receivables;



(2)

all collateral securing such Receivables;



(3)

all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables;



(4)

any Guarantees, indemnities, warranties or other obligations in respect of such Receivables;



(5)

any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable similar to such Receivables; and



(6)

any collections or proceeds of any of the foregoing.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any direct or indirect Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "RS Cogen" means RS Cogen, L.L.C.

        "S&P" means Standard & Poor's Ratings Group.

        "Securities Act" means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Standard Securitization Undertakings" means representations, warranties, covenants, repurchase obligations and indemnities entered into by Axiall or any of its Subsidiaries in the ordinary course of business in connection with a Qualified Receivables Transaction and that are reasonably customary for a seller or servicer of Receivables in a Qualified Receivables Transaction.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means (a) with respect to Axiall, any Indebtedness which is by its terms subordinated in right of payment to the 2021 Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its 2021 Note Guarantee (for the avoidance of doubt, no Indebtedness shall be considered to be subordinated solely by virtue of being unsecured).

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        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "TCI" means Taiwan Chlorine Industries, Ltd., a Taiwanese company.

        "TCI Interests" means the Equity Interests of TCI.

        "Term Loan Agreement" means that certain Credit Agreement, dated January 28, 2013, by and among Eagle Spinco, certain subsidiaries of Eagle Spinco, the financial institutions from time to time party thereto and Barclays Bank PLC, as administrative agent, including any related 2021 Notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and as amended, restated or modified from time to time.

        "Transactions" means, collectively, the transactions contemplated by the Merger Agreement, the consummation of the Eagle Spinco Dividend, the issuance of the 2021 Notes and the Merger and all other transactions in connection therewith or related thereto described in or contemplated by Axiall's registration statement on Form S-4 (Commission File No. 333-183724) as declared effective by the Commission on December 27, 2012.

        "Treasury Management Agreement" means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2018; provided, however, that if the period from the redemption date to February 15, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Uniform Commercial Code" means the Uniform Commercial Code as in effect in the relevant jurisdiction from time to time. Unless otherwise specified, references to the Uniform Commercial Code herein refer to the New York Uniform Commercial Code.

        "Unrestricted Subsidiary" means any:

(1)

Subsidiary of Axiall that is designated by the Board of Directors of Axiall as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:



(a)

has no Indebtedness other than Non-Recourse Debt;

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(b)

except as permitted by the covenant described above under the caption "—Certain Covenants—Transactions with Affiliates," is not party to any agreement, contract, arrangement or



(c)

understanding with Axiall or any Restricted Subsidiary of Axiall unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Axiall or such Restricted Subsidiary than those that would reasonably be expected to be obtained at the time from Persons who are not Affiliates of Axiall;



(d)

is a Person with respect to which neither Axiall nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition; and



(e)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Axiall or any of its Restricted Subsidiaries; and



(2)

Subsidiary of an Unrestricted Subsidiary;

provided that, in the case of a Subsidiary of Axiall whose principal objective is constructing, acquiring, owning, refurbishing, upgrading or operating a facility, a primary purpose of which is the generation or production of ethylene, including any cracking in connection with such generation or production (or with the intent to convert or modify to the cracking, generation or production of ethylene, including any cracking in connection with such generation or production), such Subsidiary (i) shall not be subject to clause (l)(a) above so long as the percentage of credit support provided by or direct or indirect liability of Axiall or any of its Restricted Subsidiaries in respect of such Indebtedness and (ii) shall not be subject to clause (l)(c) above so long as the percentage of the obligation of Axiall or any of its Restricted Subsidiaries to subscribe for additional Equity Interests or maintain or preserve financial condition is, in each case, less than or equal to Axiall's or Restricted Subsidiary's percentage ownership of the Equity Interests of such Unrestricted Subsidiary.

        "U.S. Dollar Equivalent" means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal under the heading "Exchange Rates" on the date two business days prior to such determination.

        "Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

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BOOK-ENTRY; DELIVERY AND FORM

        Except as set forth below, the Exchange Notes of each series will be issued in registered global form in minimum denominations of $2,000 and multiples of $1,000 in excess of that amount.

        The Exchange Notes of each series will initially be represented by one or more fully registered global Exchange Notes (collectively, the "Global Notes"). Each such Global Note will be deposited upon issuance with the Trustee as custodian for DTC in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

        The following are summaries of certain rules and operating procedures of DTC that affect the payment of principal and interest and the transfers of interests in the Global Notes. The Exchange Notes of each series will be issued only in the form of definitive global securities that will be deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC. Unless and until they are exchanged in whole or in part for Exchange Notes in definitive form under the limited circumstances described below, a Global Note may not be transferred except as a whole (1) by DTC to a nominee, (2) by a nominee of DTC to DTC or another nominee of DTC or (3) by DTC or any such nominee to a successor of DTC or a nominee of such successor. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the Exchange Notes through the accounts that each of these systems maintain as participants in DTC.

        Ownership of beneficial interests in the Global Notes will be limited to persons that have accounts with DTC for such Global Notes, who we refer to as participants, or persons that may hold interests through participants. Upon the issuance of the Global Notes, DTC will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal amounts of the Exchange Notes represented by such Global Note beneficially owned by such participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership interests will be effected only through, records maintained by DTC (with respect to interests of participants). Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Global Notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interest in the Global Notes, except in the event that use of the book-entry system for the Global Notes is discontinued. The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may limit or impair the ability to own, transfer or pledge beneficial interests in the Global Notes.

        So long as DTC or its nominee is the registered owner of the Global Notes, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Exchange Notes represented by such Global Notes for all purposes under the Indentures. Except as set forth below, owners of beneficial interests in the Global Notes will not be entitled to have Exchange Notes represented by such Global Notes registered in their names, will not receive or be entitled to receive physical delivery of such Exchange Notes in certificated form and will not be considered the registered owners or holders thereof under the Indentures. Accordingly, each person owning a beneficial interest in the Global Notes must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indentures.

139

        Axiall and Eagle Spinco understand that under existing industry practices, if Axiall or Eagle Spinco requests any action of holders or if an owner of a beneficial interest in any of the Global Notes desires to give or take any action that a holder is entitled to give or take under the Indentures, DTC would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or to take such action or would otherwise act upon the instructions of beneficial owners holding through them.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Global Notes, such as redemptions, tenders, defaults and proposed amendments to the Exchange Notes documents. Beneficial owners may ascertain that the nominee holding the Global Notes for their benefit has agreed to obtain and transmit notices to beneficial owners or beneficial owners may provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

        Principal and interest payments on interests represented by the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner of such Global Notes. None of Axiall, Eagle Spinco, the Trustee or any other agent of Axiall or Eagle Spinco or agent of the Trustee will have any responsibility or liability for any facet of the records relating to or payments made on account of beneficial ownership of interests. Axiall and Eagle Spinco expect that DTC, upon receipt of any payment of principal or interest in respect of the Global Notes, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in such Global Notes as shown on the records of DTC. Axiall and Eagle Spinco also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing customer instructions and customary practice, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants.

        If DTC is at any time unwilling or unable to continue as depository for the Global Notes of either or both series of Exchange Notes, and Axiall and Eagle Spinco fail to appoint a successor depository registered as a clearing agency under the Exchange Act within 90 days with respect to either or both series of Exchange Notes, Axiall and Eagle Spinco, as applicable, will issue Exchange Notes of such series in definitive form in exchange for the Global Notes. Any Exchange Notes issued in definitive form in exchange for such Global Notes will be registered in such name or names, and will be issued in denominations of $2,000 and integral multiples of $1,000 as DTC shall instruct the Trustee. It is expected that such instructions will be based upon directions received by DTC from participants with respect to ownership of beneficial interests in the Global Notes.

        DTC has advised Axiall and Eagle Spinco that DTC is a limited purpose trust company organized under the Banking Law of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of which (and/or their representatives) directly or indirectly own DTC. Access to the DTC book-entry system is also available to others, such as banks, brokers and dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered Original Notes for registered Exchange Notes pursuant to the Exchange Offers, but does not purport to be a complete analysis of all the potential tax considerations relating to the Exchange Offers. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or different interpretations. We have not sought and will not seek any rulings from the Internal Revenue Service (IRS), with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as banks and certain other financial institutions, partnerships and other pass-through entities, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, holders subject to alternative minimum tax, tax-exempt organizations, tax deferred or other retirement accounts and persons holding the Notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, or the effects of any other U.S. federal tax laws, including the gift and estate tax and the Medicare tax.

        The exchange of an Original Note for an Exchange Note pursuant to the Exchange Offers (described under "Exchange Offers") will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you will not recognize any taxable gain or loss upon the receipt of an Exchange Note pursuant to the Exchange Offers, your holding period for an Exchange Note will include the holding period of the Original Note exchanged therefor, your adjusted tax basis in an Exchange Note will be the same as the adjusted tax basis in the Original Note immediately before such exchange, and all of the U.S. federal income tax considerations associated with owning an Original Note will continue to apply to the Exchange Note received in exchange therefor.

THE PRECEDING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE EXCHANGE OFFERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

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PLAN OF DISTRIBUTION

        Any broker-dealer that holds Original Notes that were acquired for its own account as a result of market-making activities or other trading activities (other than Original Notes of the applicable series acquired directly from Axiall or Eagle Spinco) and that will be a beneficial owner (as defined in Rule 13d-3 under the Securities Act) of Exchange Notes to be received by such broker-dealer in the Exchange Offers, may exchange such Original Notes pursuant to the Exchange Offers. Any such broker-dealer, however, may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of Exchange Notes received by such broker-dealer in the Exchange Offers. Such prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus.

        Axiall and Eagle Spinco have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales for a period up to 180 days from the effective date of the registration statement of which this prospectus forms a part. Axiall and Eagle Spinco will provide sufficient copies of this prospectus, as amended or supplemented, to any broker-dealer promptly upon request at any time during such 180-day period in order to facilitate such resales.

        Axiall and Eagle Spinco will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in the Exchange Offers 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 Notes 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 negotiated prices. Any of these resales 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 these broker-dealers and/or the purchasers of Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in the Exchange Offers and any broker-dealer that participates in a distribution of the Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such person may be deemed to be underwriting compensation under the Securities Act. The accompanying letters of transmittal state 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.

        Axiall and Eagle Spinco have agreed to pay all expenses incident to the Exchange Offers, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Original Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Jones Day, Atlanta, Georgia, will pass upon certain legal matters for us regarding the Exchange Notes and the related guarantees. Phelps Dunbar, LLP, Maddin, Hauser, Roth & Heller P.C., Woodburn and Wedge, and Perkins Coie LLP will pass upon certain legal matters under Louisiana, Michigan, Nevada and Washington law, respectively, regarding the guarantees of the Exchange Notes.

EXPERTS

        The consolidated financial statements of Axiall and its subsidiaries included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included herein, and incorporated herein by reference. Such financial statements have been incorporated herein

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by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The combined financial statements of the Merged Business as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, incorporated in this prospectus by reference from Exhibit 99.1 to Axiall's Current Report on Form 8-K dated May 23, 2013, have been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below and the certificate of incorporation, bylaws or other organizational documents of Axiall, Eagle Spinco and the Guarantors.

        (a)   Axiall, Eagle Spinco, Axiall Holdco, Inc., Axiall Ohio, Inc., Rome Delaware Corp., and Royal Plastics Group (U.S.A.) Limited are incorporated in Delaware and subject to the General Corporation Law of the State of Delaware (the "DGCL").

        Section 102(b)(7) of the DGCL allows a corporation to include in its certificate of incorporation a provision that limits or eliminates the personal liability of directors of a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

        Section 145 of the DGCL allows a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of a corporation to procure a judgment in its favor under the same conditions against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation with respect to such claim, issue or matter. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys' fees) which he or she actually and reasonably incurred in connection therewith.

        Section 174 of the DGCL provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered into the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

        Article XIII of Axiall's certificate of incorporation permits indemnification of directors and officers to the fullest extent permitted by the DGCL.

        Article Seven of Rome Delaware Corp.'s charter provides for the indemnification of its directors and officers to the full extent permitted by the DGCL or any other applicable laws and allows the

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corporation to enter into one or more agreements with any person which provide for indemnification greater or different than that provided in the charter.

        Axiall's bylaws and Axiall Ohio, Inc.'s charter both provide for indemnification of company officers and directors against all expenses, liability or losses reasonably incurred or suffered by the officer or director to the extent legally permissible under the DGCL. Generally, indemnification will only be available where an officer or director can establish that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company. Axiall's bylaws and Axiall Ohio, Inc.'s charter also limit such indemnification in connection with actions, suits, or proceedings commenced by the officer or director to instances where the commencement of the proceeding (or part thereof) was authorized by the board of directors of the company. Axiall also maintains a director and officer insurance policy against any expense, liability or less, whether or not Axiall would have the power to indemnify such person against such expense, liability, or loss under the DGCL or any other applicable laws.

        Eagle Spinco's charter provides that a director of the company shall not be liable to the company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL or other Delaware Law. Eagle Spinco may, by action of its board of directors, provide indemnification to such employees and agents of the company as to such extent and to such effect as the board shall determine to be appropriate and authorized by the DGCL or other Delaware Law. Eagle Spinco may also have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the company.

        Axiall Holdco, Inc.'s charter provides indemnification for directors or officers of the company, or each such person who is or was serving or who had agreed to serve at the request of the board of directors, to the fullest extent permitted by the DGCL or any other applicable laws. Axiall Holdco, Inc. may also enter into one or more agreements with any person which provide for indemnification greater or different than that provided in its charter.

        (b)   Axiall, LLC, Eagle Holdco 3 LLC, Eagle Natrium LLC, Eagle US 2 LLC, and Georgia Gulf Lake Charles, LLC are limited liability companies formed under the laws of Delaware.

        Section 18-108 of the Delaware Limited Liability Company Act (the "DLLCA") empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

        The limited liability company agreements of Axiall, LLC and Georgia Gulf Lake Charles, LLC provide indemnification for managers to the fullest extent permissible by the DLLCA. Axiall, LLC and Georgia Gulf Lake Charles LLC may indemnify any person who would not be entitled to mandatory indemnification with approval of all the members of the limited liability company.

        The limited liability company agreements of Eagle Holdco 3 LLC, Eagle Natrium LLC, and Eagle US 2 LLC provide that each company will indemnify to the fullest extent of the law any manager, director or officer of such company to the fullest extent permissible by the DLLCA if such representative acted in good faith and in a manner such person reasonably believed to be in the best interests of each company, respectively. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the company. These companies may also purchase and maintain insurance for officer and director liability, whether or not they would have the power or the obligation to indemnify such person.

        (c)   Eagle Pipeline, Inc. is incorporated in, and PHH Monomers, L.L.C. is organized under, the laws of the state of Louisiana.

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        Section 83A(1) of the Louisiana Business Corporation Law ("LBCL") permits corporations to indemnify any person who was or is a party or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another business, foreign or nonprofit corporation, partnership, joint venture, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 83A(2) of the LBCL provides that, in case of actions by or in the right of the corporation, the indemnity shall be limited to expenses, including attorney's fees and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the action to conclusion, actually and reasonably incurred in connection with the defense or settlement of such action, and that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for willful or intentional misconduct in the performance of his duty to the corporation, unless, and only to the extent that the court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 83(B) of the LBCL provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any indemnification under Section 83A of the LBCL, unless ordered by the court, shall be made by the corporation only as authorized in a specific case upon a determination that the applicable standard of conduct has been met, and such determination shall be made: (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (ii) if such a quorum is not obtainable and the board of directors so directs, by independent legal counsel, or (iii) by the stockholders.

        The indemnification provided for by Section 83 of the LBCL shall not be deemed exclusive of any other rights to which the person indemnified is entitled under any bylaw, agreement, authorization of stockholders or directors, regardless of whether directors authorizing such indemnification are beneficiaries thereof, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his heirs and legal representative; however, no such other indemnification measure shall permit indemnification of any person for the results of such person's willful or intentional misconduct.

        Section 1315 of the Louisiana Limited Liability Company Act states that a limited liability company's articles of organization or written operating agreement may (1) eliminate or limit the personal liability of such entity's members or managers for monetary damages for breach of their fiduciary duties or (2) provide for indemnification of such entity's members or managers for judgments, settlements, penalties, fines, or expenses incurred because of their current or former status as such.

        The operating agreement of PHH Monomers, L.L.C. states that the company will indemnify, defend and hold harmless any officers or directors against any and all claims to the extent such claims arise out of operation of the Lake Charles complex. These indemnities survive dissolution of the company, any successor thereto, and termination of the operating agreement. PHH Monomers, L.L.C. will also indemnify any person who is or was a party to any pending or completed action by reason of the fact that he is or was a member of the committee or director, officer, employee or agent of the

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company if he acted in good faith and in a reasonable manner in the best interest of the company. This right is not exclusive of any other rights to which those seeking indemnification may be entitled under any other agreement or pursuant to the direction of any court of competent jurisdiction or otherwise. PHH Monomers, L.L.C. may purchase and maintain insurance on behalf of any person who is or was a member of the committee, director, officer, employee, agent or servant of the company, whether or not the company would have the power or the obligation to indemnify him against such liability under the above provisions.

        (d)   Exterior Portfolio, LLC is organized under the laws of the state of Ohio.

        Exterior Portfolio, LLC is a limited liability company organized under the laws of Ohio. Section 1705.32 of the Ohio Revised Code ("Section 1705.32") provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in right of the company, because such person is or was a manager, member, partner, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by such person in connection with the action, suit, or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        With respect to a suit by or in the right of the company, indemnity may be provided to the foregoing persons under Section 1705.32 on a basis similar to that set forth above, except that no indemnity may be provided in respect of certain claims, including any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the company unless and to the extent that the Court of Common Pleas or the court in which such action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Moreover, Section 1705.32 provides for mandatory indemnification in certain circumstances. If a manager, officer, employee or agent of a limited liability company has been successful in defense of any claim, issue, or matter in an action, suit or proceeding referred to in those divisions, such person shall be indemnified against expenses, including attorney's fees, that were actually and reasonably incurred by such person in connection with the action suit and proceeding.

        The operating agreement for Exterior Portfolio, LLC provides that the company shall indemnify, save harmless, and pay all judgments and claims against a member, director, or officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such member or director in connection with the business of the company. The company will indemnify, save harmless, and pay all expenses costs or liabilities of the member or director who, for the benefit of the company makes any deposit, acquires any option, or makes any other similar payment or assumes and obligation in connection with any property proposed to be acquired by the company and who suffers any financial loss as the result of such action. The company may also purchase and maintain insurance on behalf of any one or more indemnitees.

        (e)   Plastic Trends, Inc. is incorporated under the laws of the state of Michigan.

        Under Section 561 of the Michigan Business Corporation Act ("MIBCA"), a Michigan corporation may indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative

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and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another enterprise, against expenses, including attorney's fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

        Under Section 562 of the MIBCA, a Michigan corporation may also provide similar indemnity to such a person for expenses, including attorney's fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation or its shareholders, except in respect of any claim, issue or matter in which the person has been found liable to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnification in view of all relevant circumstances, in which case indemnification is limited to reasonable expenses incurred. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Under Section 563 of the MIBCA if a director or officer of a corporation has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in Section 561 or 562, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the corporation shall indemnify him or her against actual and reasonable expenses, including attorneys' fees, incurred by him or her in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification

        Under Section 564a of the MIBCA, an indemnification under Section 561 or 562, unless ordered by the court or otherwise required by Section 563, shall be provided by the corporation only as authorized upon a determination that such officer, director, employee, or agent is proper because the applicable standard of conduct set forth in Sections 561 and 562 have been met. 564a(1) sets forth the following ways such determination may be made: (a) by a majority vote of a quorum of the board consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding; (b) if a quorum cannot be obtained under subdivision (a), by majority vote of a committee duly designated by the board and consisting solely of 2 or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding; (c) in a written opinion by independent legal counsel selected by the board; (d) by all independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding; or (e) by the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

        The MIBCA also permits a Michigan corporation to purchase and maintain on behalf of such a person insurance against liabilities incurred in such capacities.

        The bylaws of Plastic Trends, Inc. state that directors and officers shall be indemnified by the company against expenses, including attorneys fees, reasonably incurred by him in connection with any action, suit or proceeding (whether civil or criminal) to which he may be made a party by reason of his being, or having been a director or officer of the company. This includes the cost of reasonable settlement where such settlement is approved by the corporation. The corporation shall not indemnify any director or officer with respect to matters as to which he shall have been finally adjudged to have

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been liable for negligence or misconduct in the performance of his duty as such director or officer. The bylaws of Plastic Trends, Inc. do not require the determination in Section 564(a) of the MIBCA.

        (f)    Royal Group Sales (USA) Limited and Royal Mouldings Limited are formed under the laws of the state of Nevada.

        Section 78.138(7) of the Nevada Revised Statutes (the "NRS") provides that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or knowing violation of law. The articles of incorporation or an amendment thereto may, however, provide for greater individual liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in violation of Chapter 78 of the NRS.

        The NRS also provide that under certain circumstances, a corporation may indemnify any person for amounts incurred in connection with a pending, threatened or completed action, suit or proceeding in which he is, or is threatened to be made, a party by reason of his being a director, officer, employee or agent of the agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person (i) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation's articles of incorporation or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Additionally, a corporation may indemnify a director, officer, employee or agent with respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, if such person (i) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation's articles of incorporation or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, however, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court.

        The bylaws of Royal Group Sales (USA) Limited state that the company shall indemnify any person by reason of the fact that he is or was a director, officer, employee or agent of the company if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company. No indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable. Any indemnification shall be made by the company only as authorized in the specific case upon a determination by majority vote of a quorum of the board of directors who were not a party so such action or, if not available, or if directed by a quorum of disinterested directors, by independent legal counsel in a written opinion or by the stockholders. Royal Group Sales (USA) Limited has the power to purchase and maintain insurance on behalf of any director, officer, employee or agent of the company whether or not the company would have the power to indemnify such person against such liability under the above provisions.

        The articles of incorporation of Royal Mouldings Limited state that no director or officer of the corporation will be liable to the corporation for damages for breach of fiduciary duty as director or officer except in the case of acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or the payment of dividends in violation of NRS 78.300. The bylaws of Royal Mouldings Limited provide that the company shall indemnify the officers and directors of Royal Mouldings Limited to the fullest extent permitted by Nevada law, and that the company shall pay

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expenses incurred in advance of the final disposition of such matter, upon the undertaking by such officer or director to repay such expenses if it should ultimately be determined that indemnification is not permitted. Indemnity of any such person who is entitled to indemnification shall be reduced by any amounts such person may collect with respect to liability under any policy of insurance purchased and maintained on his or her behalf by the company or from any other entity or enterprise served by such person.

        (g)   Royal Window and Door Profiles Plant 13 Inc. is incorporated under the laws of the state of Pennsylvania.

        Pursuant to Sections 1741 and 1742 of the Pennsylvania Business Corporation Law ("PBCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In an action by or in the right of the corporation, such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses that the court deems proper.

        PBCL Section 1744 provides that, unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the director, officer, employee or agent of the corporation has met the applicable standard of conduct. Such determination shall be made: (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; (ii) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders.

        Notwithstanding the above, PBCL Section 1743 provides that to the extent that a director, officer, employee or agent of a business corporation is successful on the merits or otherwise in defense of any proceeding referred to above as contained in sections 1741 and 1742, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        PBCL Section 1745 provides that expenses (including attorneys' fees) incurred by an officer, director, employee or agent of a business corporation in defending any such proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking to repay the amount advanced if it is ultimately determined that the director, officer, employee or agent of the corporation is not entitled to be indemnified by the corporation.

        PBCL Section 1746 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive of any other rights to which a person

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seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise both as to action in such person's official capacity and as to action in another capacity while holding office, and that indemnification may be granted under any bylaw, agreement, vote of shareholders or directors or otherwise for any action taken whether or not the corporation would have the power to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation, provided, however, that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

        (h)   Royal Window and Door Profiles Plant 14 Inc. is incorporated under the laws of the state of Washington.

        Section 23B.08.510 of the Washington Business Corporation Act ("WABCA") empowers a corporation to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual acted in good faith; and (2) the individual reasonably believed (i) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and (ii) in all other cases, that the individual's conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. Indemnification permitted under such provision of the WABCA in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. A corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Unless limited by the corporation's articles of incorporation, an officer of the corporation who is not a director is also entitled to such mandatory indemnification, to the same extent as a director. Under Section 23B.08.530 of the WABCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in Section 23B.08.510 of the WABCA; and (2) the director furnishes the corporation an undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the relevant standard of conduct. Unless a corporation's articles of incorporation provide otherwise, the corporation may indemnify and advance expenses under Sections 23B.510 through 23B.08.560 of the WABCA to an officer, employee or agent of the corporation who is not a director to the same extent as to a director. A corporation may also indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with law, that may be provided by the corporation's articles of incorporation, bylaws, general or specific action of its board of directors, or contract. A corporation may also purchase and maintain on behalf of a director, officer, employee or agent of the corporation insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under the WABCA.

        Article 12 of the Royal Window and Door Profiles Plant 14 Inc. charter states that to the full extent the WABCA permits the limitation or elimination of the liability of directors, a director of the company shall not be liable to the company or its shareholders for monetary damages for conduct as a

II-8

director. Section 10 of the Royal Window and Door Profiles Plant 14 Inc. bylaws states that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any actual or threatened action, suit or proceeding, by reason of the fact that such person is or was a director or officer of the corporation or, that being or having been such a director or officer or an employee of the corporation, such person is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation, to the full extent permitted by applicable law, against all expenses, liability, and loss actually and reasonably incurred or suffered by such indemnitee in connection therewith. The company may maintain insurance to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the WABCA.

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ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits.    The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference.

3.1	Restated Certificate of Incorporation of Georgia Gulf Corporation (now known as Axiall Corporation) (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 5, 2011 and incorporated herein by reference).*
3.2	Second Amended and Restated Bylaws of Axiall Corporation (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 7, 2014 and incorporated herein by reference).*
3.3	Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on January 28, 2013 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
3.4	Certificate of Amendment, as filed with the Secretary of State of the State of Delaware on January 28, 2013 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
3.5	Certificate of Incorporation of Eagle Spinco Inc., as amended to date.
3.6	By-Laws of Eagle Spinco Inc., as amended to date.
3.7	Certificate of Incorporation for Axiall Ohio, Inc., as amended to date.
3.8	By-Laws of Axiall Ohio, Inc., as amended to date.
3.9	Certificate of Formation of Axiall, LLC, as amended to date.
3.10	Limited Liability Company Agreement of Axiall, LLC, as amended to date.
3.11	Certificate of Incorporation of Axiall Holdco, Inc., as amended to date.
3.12	By-Laws of Axiall Holdco, Inc., as amended to date.
3.13	Certificate of Formation of Eagle Holdco 3 LLC, as amended to date.
3.14	Limited Liability Company Agreement of Eagle Holdco 3 LLC, as amended to date.
3.15	Certificate of Formation of Eagle Natrium LLC, as amended to date.
3.16	Limited Liability Company Agreement of Eagle Natrium LLC, as amended to date.
3.17	Certificate of Incorporation of Eagle Pipeline, Inc., as amended to date.
3.18	By-Laws of Eagle Pipeline, Inc., as amended to date.
3.19	Certificate of Formation of Eagle US 2 LLC, as amended to date.
3.20	Limited Liability Company Agreement of Eagle US 2 LLC, as amended to date.
3.21	Articles of Organization of Exterior Portfolio, LLC, as amended to date.
3.22	Operating Agreement of Exterior Portfolio, LLC, as amended to date.
3.23	Certificate of Formation of Georgia Gulf Lake Charles, LLC, as amended to date.
3.24	Limited Liability Company Agreement of Georgia Gulf Lake Charles, LLC, as amended to date.

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3.25	Articles of Organization of PHH Monomers, L.L.C., as amended to date.
3.26	Operating Agreement of PHH Monomers, L.L.C, as amended to date.
3.27	Articles of Incorporation of Plastic Trends, Inc., as amended to date.
3.28	By-Laws of Plastic Trends, Inc., as amended to date.
3.29	Articles of Incorporation of Rome Delaware Corp., as amended to date.
3.30	By-Laws of Rome Delaware Corp., as amended to date.
3.31	Articles of Incorporation of Royal Group Sales (USA) Limited, as amended to date.
3.32	By-Laws of Royal Group Sales (USA) Limited, as amended to date.
3.33	Articles of Incorporation of Royal Mouldings Limited, as amended to date.
3.34	By-Laws of Royal Mouldings Limited, as amended to date.
3.35	Certificate of Incorporation of Royal Plastics Group (U.S.A.) Limited, as amended to date.
3.36	By-Laws of Royal Plastics Group (U.S.A.) Limited, as amended to date.
3.37	Articles of Incorporation of Royal Window and Door Profiles Plant 13 Inc., as amended to date.
3.38	By-Laws of Royal Window and Door Profiles Plant 13 Inc., as amended to date.
3.39	Articles of Incorporation of Royal Window and Door Profiles Plant 14 Inc., as amended to date.
3.40	By-Laws of Royal Window and Door Profiles Plant 14 Inc., as amended to date.
4.1	Indenture, dated as of February 1, 2013, among the Company, the guarantors' party thereto and U.S. Bank, National Association, as trustee, relating to the 4.875% senior notes due 2023 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2013 and incorporated herein by reference).*
4.2	First Supplemental Indenture, dated as of December 30, 2013, to the Indenture, dated as of February 1, 2013, by and among the Company, the guarantors' party thereto and U.S. Bank, National Association, as trustee (filed as exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014 and incorporated herein by reference).*
4.3	Indenture, dated as of January 28, 2013, by and among Eagle Spinco Inc., the initial guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 4.625% senior notes due 2021 of Eagle Spinco Inc. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
4.4	First Supplemental Indenture, dated as of January 28, 2013, to the Indenture, dated as of January 28, 2013, by and among Eagle Spinco Inc., the Company, the additional guarantors party thereto and U.S. Bank, National Association, as trustee (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
4.5	Second Supplemental Indenture, dated as of December 30, 2013, to the Indenture, dated as of January 28, 2013, by and among Eagle Spinco Inc., the additional guarantors party thereto and U.S. Bank, National Association, as trustee (filed as exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014 and incorporated herein by reference).*

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4.6	Registration Rights Agreement, dated as of February 1, 2013, by and among Axiall Corporation and the Guarantors party thereto and Baryclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities,  LLC and RBC Capital Markets, LLC.
4.7	Registration Rights Agreement, dated as of January 30, 2013, by and among Eagle Spinco Inc. and the Guarantors party thereto and Baryclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.
4.8.1	Form of 4.875% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2013 and incorporated herein by reference).*
4.9.2	Form of 4.625% Senior Notes due 2021 (included as Exhibit A to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2013 and incorporated herein by reference).*
5.1	Opinion of Jones Day.
5.2	Opinion of Maddin, Hauser, Roth & Heller P.C.
5.3	Opinion of Perkins Coie LLP.
5.4	Opinion of Phelps Dunbar, LLP.
5.5	Opinion of Woodburn and Wedge.
12.1	Statement regarding computation of ratio of earnings to fixed charges.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Deloitte & Touche LLP.
23.3	Consent of Jones Day (included in Exhibit 5.1).
23.4	Consent of Maddin, Hauser, Roth & Heller P.C. (included in Exhibit 5.2).
23.5	Consent of Perkins Coie LLP (included in Exhibit 5.3).
23.6	Consent of Phelps Dunbar, LLP (included in Exhibit 5.4).
23.7	Consent of Woodburn and Wedge (included in Exhibit 5.5).
24.1	Power of Attorney for Axiall Corp. (included on the signature page to this registration statement).
24.2	Power of Attorney for Eagle Spinco, Inc. (included on the signature page to this registration statement).
24.3	Power of Attorney for Axiall Ohio, Inc. (included on the signature page to this registration statement).
24.4	Power of Attorney for Axiall, LLC (included on the signature page to this registration statement).
24.5	Power of Attorney for Axiall Holdco, Inc. (included on the signature page to this registration statement).
24.6	Power of Attorney for Eagle Holdco 3 LLC (included on the signature page to this registration statement).
24.7	Power of Attorney for Eagle Natrium LLC (included on the signature page to this registration statement).

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24.8	Power of Attorney for Eagle Pipeline, Inc. (included on the signature page to this registration statement).
24.9	Power of Attorney for Eagle US 2 LLC (included on the signature page to this registration statement).
24.10	Power of Attorney for Exterior Portfolio, LLC (included on the signature page to this registration statement).
24.11	Power of Attorney for Georgia Gulf Lake Charles, LLC (included on the signature page to this registration statement).
24.12	Power of Attorney for PHH Monomers, L.L.C. (included on the signature page to this registration statement).
24.13	Power of Attorney for Plastic Trends, Inc. (included on the signature page to this registration statement).
24.14	Power of Attorney for Rome Delaware Corp. (included on the signature page to this registration statement).
24.15	Power of Attorney for Royal Group Sales (USA) Limited (included on the signature page to this registration statement).
24.16	Power of Attorney for Royal Mouldings Limited (included on the signature page to this registration statement).
24.17	Power of Attorney for Royal Plastics Group (U.S.A.) Limited (included on the signature page to this registration statement).
24.18	Power of Attorney for Royal Window and Door Profiles Plant 13 Inc. (included on the signature page to this registration statement).
24.19	Power of Attorney for Royal Window and Door Profiles Plant 14 Inc. (included on the signature page to this registration statement).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the Trustee on Form T-l.
99.1	Form of Letter of Transmittal for 2023 Notes.
99.2	Form of Letter of Transmittal for 2021 Notes.

*

Previously filed.

(b)

Financial Statement Schedules.

        All schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(c)

Reports, Opinions and Appraisals.

        None.

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ITEM 22.    UNDERTAKINGS.

        The undersigned registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

to include any prospectus required by section 10(a)(3) of the Securities Act;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Exchange Offers.



(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:



(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and



(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or

II-14

prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of such registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will each be considered to offer or sell such securities to such purchaser:



(i)

any preliminary prospectus or prospectus of the undersigned registrant relating to the Exchange Offers required to be filed pursuant to Rule 424;



(ii)

any free writing prospectus relating to the Exchange Offers prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

the portion of any other free writing prospectus relating to the Exchange Offers containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and



(iv)

any other communication that is an offer in the Exchange Offers made by the undersigned registrant to the purchaser.



(6)

That for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(7)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



(8)

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.



(9)

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

AXIALL CORPORATION
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	President, Chief Executive Officer and Director (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ MARK L. NOETZEL Mark L. Noetzel	Director	March 25, 2014
/s/ KEVIN T. DENICOLA Kevin T. DeNicola	Director	March 25, 2014
/s/ PATRICK J. FLEMING Patrick J. Fleming	Director	March 25, 2014
/s/ ROBERT M. GERVIS Robert M. Gervis	Director	March 25, 2014

Signature	Title	Date
/s/ DR. VICTORIA HAYNES Dr. Victoria Haynes	Director	March 25, 2014
/s/ STEPHEN E. MACADAM Stephen E. Macadam	Director	March 25, 2014
/s/ WILLIAM L. MANSFIELD William L. Mansfield	Director	March 25, 2014
/s/ MICHAEL H. MCGARRY Michael H. McGarry	Director	March 25, 2014
/s/ ROBERT RIPP Robert Ripp	Director	March 25, 2014
/s/ DAVID N. WEINSTEIN David N. Weinstein	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

EAGLE SPINCO INC.
By:	/s/ JOSEPH C. BREUNIG
	Name:	Joseph C. Breunig
	Title:	President

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH C. BREUNIG Joseph C. Breunig	President (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Director (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TODD KING Todd King	Director	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

AXIALL OHIO, INC. EAGLE PIPELINE, INC.
By:	/s/ JOSEPH C. BREUNIG
	Name:	Joseph C. Breunig
	Title:	President

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH C. BREUNIG Joseph C. Breunig	President (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Director (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TODD KING Todd King	Director	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

AXIALL, LLC
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	President and Chief Executive Officer (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Manager (Principal Financial and Principal Accounting Officer)	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

AXIALL HOLDCO, INC.
By:	/s/ JOSEPH C. BREUNIG
	Name:	Joseph C. Breunig
	Title:	President

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH C. BREUNIG Joseph C. Breunig	President (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President, Treasurer and Director (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ DEAN ADELMAN Dean Adelman	Director	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

EAGLE HOLDCO 3 LLC EAGLE NATRIUM LLC EAGLE US 2 LLC
By:	/s/ JOSEPH C. BREUNIG
	Name:	Joseph C. Breunig
	Title:	President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH C. BREUNIG Joseph C. Breunig	President (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Manager (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Manager	March 25, 2014
/s/ TODD KING Todd King	Manager	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

EXTERIOR PORTFOLIO, LLC
By:	/s/ MARK J. ORCUTT
	Name:	Mark J. Orcutt
	Title:	President

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK J. ORCUTT Mark J. Orcutt	President and Director (Principal Executive Officer)	March 25, 2014
/s/ SIMON BATES Simon Bates	Vice President (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Director	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Director	March 25, 2014
/s/ TODD KING Todd King	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

GEORGIA GULF LAKE CHARLES, LLC
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	President and Chief Executive Officer (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Manager (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Manager	March 25, 2014
/s/ TODD KING Todd King	Manager	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

PHH MONOMERS, L.L.C.
By:	/s/ JOSEPH C. BREUNIG
	Name:	Joseph C. Breunig
	Title:	President

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH C. BREUNIG Joseph C. Breunig	President and Management Committee Member (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Management Committee Member	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

PLASTIC TRENDS, INC. ROME DELAWARE CORP.
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	Chief Executive Officer (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Director (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TODD KING Todd King	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

ROYAL GROUP SALES (USA) LIMITED
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	Chief Executive Officer (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ DEAN ADELMAN Dean Adelman	Director	March 25, 2014
/s/ TIMOTHY MANN, JR. Timothy Mann, Jr.	Director	March 25, 2014
/s/ MARK J. ORCUTT Mark J. Orcutt	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

ROYAL MOULDINGS LIMITED ROYAL PLASTICS GROUP (U.S.A.) LIMITED
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	Chief Executive Officer (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Director (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TODD KING Todd King	Director	March 25, 2014

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 25, 2014.

ROYAL WINDOW AND DOOR PROFILES PLANT 13 INC. ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.
By:	/s/ PAUL D. CARRICO
	Name:	Paul D. Carrico
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Paul D. Carrico, Gregory C. Thompson and Timothy Mann, Jr., and each or any one of them, as true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement on Form S-4 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL D. CARRICO Paul D. Carrico	Chief Executive Officer (Principal Executive Officer)	March 25, 2014
/s/ GREGORY C. THOMPSON Gregory C. Thompson	Vice President and Director (Principal Financial and Principal Accounting Officer)	March 25, 2014
/s/ TODD KING Todd King	Director	March 25, 2014

EXHIBIT INDEX

Exhibit Number		Description of Exhibits
	3.1	Restated Certificate of Incorporation of Georgia Gulf Corporation (now known as Axiall Corporation) (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 5, 2011 and incorporated herein by reference).*
	3.2	Second Amended and Restated Bylaws of Axiall Corporation (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 7, 2014 and incorporated herein by reference).*
	3.3	Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on January 28, 2013 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
	3.4	Certificate of Amendment, as filed with the Secretary of State of the State of Delaware on January 28, 2013 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
	3.5	Certificate of Incorporation of Eagle Spinco Inc., as amended to date.
	3.6	By-Laws of Eagle Spinco Inc., as amended to date.
	3.7	Certificate of Incorporation for Axiall Ohio, Inc., as amended to date.
	3.8	By-Laws of Axiall Ohio, Inc., as amended to date.
	3.9	Certificate of Formation of Axiall, LLC, as amended to date.
	3.10	Limited Liability Company Agreement of Axiall, LLC, as amended to date.
	3.11	Certificate of Incorporation of Axiall Holdco, Inc., as amended to date.
	3.12	By-Laws of Axiall Holdco, Inc., as amended to date.
	3.13	Certificate of Formation of Eagle Holdco 3 LLC, as amended to date.
	3.14	Limited Liability Company Agreement of Eagle Holdco 3 LLC, as amended to date.
	3.15	Certificate of Formation of Eagle Natrium LLC, as amended to date.
	3.16	Limited Liability Company Agreement of Eagle Natrium LLC, as amended to date.
	3.17	Certificate of Incorporation of Eagle Pipeline, Inc., as amended to date.
	3.18	By-Laws of Eagle Pipeline, Inc., as amended to date.
	3.19	Certificate of Formation of Eagle US 2 LLC, as amended to date.
	3.20	Limited Liability Company Agreement of Eagle US 2 LLC, as amended to date.
	3.21	Articles of Organization of Exterior Portfolio, LLC, as amended to date.
	3.22	Operating Agreement of Exterior Portfolio, LLC, as amended to date.
	3.23	Certificate of Formation of Georgia Gulf Lake Charles, LLC, as amended to date.
	3.24	Limited Liability Company Agreement of Georgia Gulf Lake Charles, LLC, as amended to date.
	3.25	Articles of Organization of PHH Monomers, L.L.C., as amended to date.
	3.26	Operating Agreement of PHH Monomers, L.L.C, as amended to date.
	3.27	Articles of Incorporation of Plastic Trends, Inc., as amended to date.

Exhibit Number		Description of Exhibits
	3.28	By-Laws of Plastic Trends, Inc., as amended to date.
	3.29	Articles of Incorporation of Rome Delaware Corp., as amended to date.
	3.30	By-Laws of Rome Delaware Corp., as amended to date.
	3.31	Articles of Incorporation of Royal Group Sales (USA) Limited, as amended to date.
	3.32	By-Laws of Royal Group Sales (USA) Limited, as amended to date.
	3.33	Articles of Incorporation of Royal Mouldings Limited, as amended to date.
	3.34	By-Laws of Royal Mouldings Limited, as amended to date.
	3.35	Certificate of Incorporation of Royal Plastics Group (U.S.A.) Limited, as amended to date.
	3.36	By-Laws of Royal Plastics Group (U.S.A.) Limited, as amended to date.
	3.37	Articles of Incorporation of Royal Window and Door Profiles Plant 13 Inc., as amended to date.
	3.38	By-Laws of Royal Window and Door Profiles Plant 13 Inc., as amended to date.
	3.39	Articles of Incorporation of Royal Window and Door Profiles Plant 14 Inc., as amended to date.
	3.40	By-Laws of Royal Window and Door Profiles Plant 14 Inc., as amended to date.
	4.1	Indenture, dated as of February 1, 2013, among the Company, the guarantors' party thereto and U.S. Bank, National Association, as trustee, relating to the 4.875% senior notes due 2023 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2013 and incorporated herein by reference).*
	4.2	First Supplemental Indenture, dated as of December 30, 2013, to the Indenture, dated as of February 1, 2013, by and among the Company, the guarantors' party thereto and U.S. Bank, National Association, as trustee (filed as exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014 and incorporated herein by reference).*
	4.3	Indenture, dated as of January 28, 2013, by and among Eagle Spinco Inc., the initial guarantors party thereto and U.S. Bank, National Association, as trustee, relating to the 4.625% senior notes due 2021 of Eagle Spinco Inc. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
	4.4	First Supplemental Indenture, dated as of January 28, 2013, to the Indenture, dated as of January 28, 2013, by and among Eagle Spinco Inc., the additional guarantors party thereto and U.S. Bank, National Association, as trustee (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2013 and incorporated herein by reference).*
	4.5	Second Supplemental Indenture, dated as of December 30, 2013, to the Indenture, dated as of January 28, 2013, by and among Eagle Spinco Inc., the additional guarantors party thereto and U.S. Bank, National Association, as trustee (filed as exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014 and incorporated herein by reference).*
	4.6	Registration Rights Agreement, dated as of February 1, 2013, by and among Axiall Corporation and the Guarantors party thereto and Barclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and RBC Capital Markets, LLC.

Exhibit Number		Description of Exhibits
	4.7	Registration Rights Agreement, dated as of January 30, 2013, by and among Eagle Spinco Inc. and the Guarantors party thereto and Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.
	4.8.1	Form of 4.875% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2013 and incorporated herein by reference).*
	4.9.2	Form of 4.625% Senior Notes due 2021. (included as Exhibit A to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2013 and incorporated herein by reference).*
	5.1	Opinion of Jones Day.
	5.2	Opinion of Maddin, Hauser, Roth & Heller P.C.
	5.3	Opinion of Perkins Coie LLP.
	5.4	Opinion of Phelps Dunbar, LLP.
	5.5	Opinion of Woodburn and Wedge.
	12.1	Statement regarding computation of ratio of earnings to fixed charges.
	23.1	Consent of Ernst & Young LLP.
	23.2	Consent of Deloitte & Touche LLP.
	23.3	Consent of Jones Day (included in Exhibit 5.1).
	23.4	Consent of Maddin, Hauser, Roth & Heller P.C. (included in Exhibit 5.2).
	23.5	Consent of Perkins Coie LLP (included in Exhibit 5.3).
	23.6	Consent of Phelps Dunbar, LLP (included in Exhibit 5.4).
	23.7	Consent of Woodburn and Wedge (included in Exhibit 5.5).
	24.1	Power of Attorney for Axiall Corp. (included on the signature page to this registration statement).
	24.2	Power of Attorney for Eagle Spinco Inc. (included on the signature page to this registration statement).
	24.3	Power of Attorney for Axiall Ohio, Inc. (included on the signature page to this registration statement).
	24.4	Power of Attorney for Axiall, LLC (included on the signature page to this registration statement).
	24.5	Power of Attorney for Axiall Holdco, Inc. (included on the signature page to this registration statement).
	24.6	Power of Attorney for Eagle Holdco 3 LLC (included on the signature page to this registration statement).
	24.7	Power of Attorney for Eagle Natrium LLC (included on the signature page to this registration statement).
	24.8	Power of Attorney for Eagle Pipeline, Inc. (included on the signature page to this registration statement).
	24.9	Power of Attorney for Eagle US 2 LLC (included on the signature page to this registration statement).

Exhibit Number		Description of Exhibits
	24.10	Power of Attorney for Exterior Portfolio, LLC (included on the signature page to this registration statement).
	24.11	Power of Attorney for Georgia Gulf Lake Charles, LLC (included on the signature page to this registration statement).
	24.12	Power of Attorney for PHH Monomers, L.L.C. (included on the signature page to this registration statement).
	24.13	Power of Attorney for Plastic Trends, Inc. (included on the signature page to this registration statement).
	24.14	Power of Attorney for Rome Delaware Corp. (included on the signature page to this registration statement).
	24.15	Power of Attorney for Royal Group Sales (USA) Limited (included on the signature page to this registration statement).
	24.16	Power of Attorney for Royal Mouldings Limited (included on the signature page to this registration statement).
	24.17	Power of Attorney for Royal Plastics Group (U.S.A.) Limited (included on the signature page to this registration statement).
	24.18	Power of Attorney for Royal Window and Door Profiles Plant 13 Inc. (included on the signature page to this registration statement).
	24.19	Power of Attorney for Royal Window and Door Profiles Plant 14 Inc. (included on the signature page to this registration statement).
	25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the Trustee on Form T-l.
	99.1	Form of Letter of Transmittal for 2023 Notes.
	99.2	Form of Letter of Transmittal for 2021 Notes.

*

Previously filed

EX-3.5

Exhibit 3.5

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:03 PM 07/17/2012

FILED 12:48 PM 07/17/2012

SRV 120842770 - 5180394 FILE

CERTIFICATE OF INCORPORATION

OF

EAGLE SPINCO INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Eagle Spinco Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

The Corporation shall be authorized to issue 500 shares of capital stock, of which 500 shares shall be shares of Common Stock, $0.001 par value (“Common Stock”).

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, amend, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

2

ARTICLE VIII

The Corporation elects not to be governed by Section 203 of the General Corporation Law of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Ronald C. Chen, Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

3

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 17 day of July, 2012.

/s/ Ronald C. Chen

Ronald C. Chen

Incorporator

4

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:39 PM 01/25/2013

FILED 03:33 PM 01/25/2013

SRV 130092757 - 5180394 FILE

CERTIFICATE OF AMENDMENT OF

THE CERTIFICATE OF INCORPORATION OF

EAGLE SPINCO INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Eagle Spinco Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendment to the certificate of incorporation of the Corporation:

Article IV is hereby deleted and replaced with the following text:

ARTICLE IV

The Corporation shall be authorized to issue 35,249,104 shares of capital stock, of which 35,249,104 shares shall be shares of Common Stock, $0.001 par value (“Common Stock”).

SECOND: That by action of written consent, the sole stockholder of the Corporation consented to the adoption of such amendment.

THIRD: That said amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

[Signature appears on next page]

IN WITNESS WHEREOF, said Corporation has caused this certificate to be duly executed on this 25 day of January, 2013.

EAGLE SPINCO INC.
By:	/s/ Charles E. Bunch
Name:	Charles E. Bunch
Title:	Chairman of the Board of Directors

[Signature Page to Certificate of Amendment to Eagle Spinco Inc. Charter]

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:39 AM 01/28/2013

FILED 09:35 AM 01/28/2013

SRV 130095034 - 5180394 FILE

CERTIFICATE OF MERGER

OF

GRIZZLY ACQUISITION SUB, INC.

WITH AND INTO

EAGLE SPINCO INC.

Under Section 251 of the

General Corporation Law of the State of Delaware

Pursuant to Section 251 (c) of the General Corporation Law of the State of Delaware (the “DGCL”), Eagle Spinco Inc., a Delaware corporation (the “Company”), in connection with the merger of Grizzly Acquisition Sub, Inc. a Delaware corporation (“Merger Sub”), with and into the Company (the “Merger”), hereby certifies as follows:

FIRST: The names and states of incorporation of the constituent corporations to the Merger (the “Constituent Corporations”) are as follows:

Name	State of Incorporation
Eagle Spinco Inc.	Delaware
Grizzly Acquisition Sub, Inc.	Delaware

SECOND: An Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., a Pennsylvania corporation, the Company, Georgia Gulf Corporation, a Delaware corporation, and Merger Sub (as amended, the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the DGCL by the written consent of each of the Constituent Corporations’ respective sole stockholders in accordance with Section 228 of the DGCL.

THIRD: The Company shall be the surviving corporation of the Merger. The name of the surviving corporation is “Eagle Spinco Inc.” a Delaware corporation (the “Surviving Corporation”).

FOURTH: Upon the effectiveness of the Merger, the certificate of incorporation of the Company in effect immediately prior to the Merger shall be amended and restated in its entirety to read as set forth on Exhibit A hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation.

FIFTH: The Merger shall become effective immediately upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: An executed copy of the Merger Agreement is on file at 115 Perimeter Center Place, Suite 460, Atlanta, Georgia 30346, the place of business of the Surviving Corporation.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, Company has caused this Certificate of Merger to be executed in its corporate name effective January 28, 2013.

EAGLE SPINCO INC.
/s/ Michael H. McGarry
Name:	Michael H. McGarry
Title:	President

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EAGLE SPINCO INC.

FIRST:The name of the corporation is Eagle Spinco Inc. (the “Corporation”).

SECOND:The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, New Castle County, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware as the same exists or may hereafter be amended (the “Delaware Law”).

FOURTH:The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of Common Stock, par value of $0.01 per share.

FIFTH:The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

SIXTH:Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH:The Corporation expressly elects not to be governed by Section 203 of Delaware Law.

EIGHTH:(1) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware Law.

(2)(a)Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in this ARTICLE EIGHTH shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition

to the fullest extent authorized by Delaware Law. The right to indemnification conferred in this ARTICLE EIGHTH shall be a contract right.

(b)The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware Law.

(3)The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.

(4)The rights and authority conferred in this ARTICLE EIGHTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

(5)Neither the amendment nor repeal of this ARTICLE EIGHTH, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall eliminate or reduce the effect of this ARTICLE EIGHTH in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

NINTH:The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by Delaware Law and, with the sole exception of those rights and powers conferred under the above ARTICLE EIGHTH, all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

EX-3.6

Exhibit 3.6

BY-LAWS

OF

EAGLE SPINCO INC.

Incorporated under the Laws of the State of Delaware

ARTICLE I

OFFICES AND RECORDS

SECTION 1.1.  Delaware Office.  The registered office of Eagle Spinco Inc. (the “Corporation”) in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

SECTION 1.2.  Other Offices.  The Corporation may have such other offices, either inside or outside the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

SECTION 1.3.  Books and Records.  The books and records of the Corporation may be kept inside or outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

SECTION 2.1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date and at such place and time as may be fixed by resolution of the Board of Directors.

SECTION 2.2.  Special Meeting.  Special meetings of the stockholders may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”). Business transacted at special meetings shall be confined to the purposes stated in the Corporation’s notice of the meeting or in any supplemental notice delivered by the Corporation in accordance with Section 2.4 of these By-laws.

SECTION 2.3.  Place of Meeting.  The Board of Directors or the Chairman of the Board, as the case may be, may designate the place of meeting for any annual or special meeting of the

stockholders. If no designation is so made, the place of meeting shall be the principal office of the Corporation.

SECTION 2.4.  Notice of Meeting.  Written or printed notice, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these By-laws. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

SECTION 2.5.  Quorum and Adjournment.  Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”) Voting Stock, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Chairman of the Board of Directors or the President may adjourn the meeting from time to time, whether or not there is a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.6.  Proxies.  At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by his duly authorized attorney in fact.

SECTION 2.7.  Order of Business.

(A)Annual Meetings of Stockholders.  At any annual meeting of the stockholders, only such nominations of persons for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and

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proposals of other business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting, by or at the direction of the Board of Directors or (c) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with these By-laws. For nominations of persons for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the procedures set forth in these By-laws as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.

(B)Special Meetings of Stockholders.  At any special meeting of the stockholders, only such business shall be conducted or considered, as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting. To be properly brought before a special meeting, proposals of business must be (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, or (b) otherwise properly brought before the special meeting, by or at the direction of the Board of Directors.

Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the procedures set forth in these By-laws as to such nomination. The immediately preceding sentence shall be the exclusive means for a stockholder to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before a special meeting of stockholders.

(C)General.  Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the Chairman of any annual or special meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these By-laws and, if any proposed nomination or other business is not in compliance with these By-laws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

SECTION 2.8.  Advance Notice of Stockholder Business and Nominations.

(A)Annual Meeting of Stockholders.  Without qualification or limitation, subject to Section 2.8(C)(4) of these By-laws, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.7(A) of these

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By-laws, the stockholder must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by Section 2.9 of these By-laws), and timely updates and supplements thereof, in writing to the Secretary, and such other business must otherwise be a proper matter for stockholder action.

To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.8(A) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.

(B)Special Meetings of Stockholders.  Subject to Section 2.8(C)(4) of these By-laws, in the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, provided that the stockholder gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by Section 2.9 of these By-laws), and timely updates and supplements thereof, in writing, to the Secretary.

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To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.

(C)Disclosure Requirements.

(1)To be in proper form, a stockholder’s notice (whether given pursuant to Section 2.7(A) or 2.7(B) of these By-laws) to the Secretary must include the following, as applicable.

(a)As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a stockholder’s notice must set forth: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and

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without regard to whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form or proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(b)If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice must, in addition to the matters set forth in paragraph (a) above, also set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the by-laws of the Corporation, the text of the proposed amendment), and (iii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

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(c)As to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraph (a) above, also set forth: (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d)With respect to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraphs (a) and (c) above, also include a completed and signed questionnaire, representation and agreement required by Section 2.9 of these By-laws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(2)For purposes of these By-laws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3)Notwithstanding the provisions of these By-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law; provided, however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these By-laws with respect to nominations or proposals as to any other business to be considered pursuant to Section 2.7 of these By-laws.

(4)Nothing in these By-laws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these By-laws. Subject to Rule 14a-8 under the Exchange Act, nothing in these By-laws shall be construed to permit any

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stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

SECTION 2.9.  Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.8 of these By-laws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time.

SECTION 2.10.  Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a plurality of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation, or these By-laws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

SECTION 2.11.  Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall, to the extent required by law, appoint one or more inspectors, which inspector or inspectors may, but does not need to, include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall, to the extent required by law, appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

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The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1.  General Powers.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities by these By-laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws required to be exercised or done by the stockholders.

SECTION 3.2.  Number, Tenure and Qualifications.  Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

The directors shall be elected at the annual meetings of stockholders as specified in the Certificate of Incorporation except as otherwise provided in the Certificate of Incorporation and in these By-laws, and each director of the Corporation shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

SECTION 3.3.  Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this By-law immediately after, and at the same place as, the Annual Meeting of Stockholders. The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 3.4.  Special Meetings.  Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the President or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

SECTION 3.5.  Notice.  Notice of any special meeting of directors shall be given to each director at his business or residence in writing by hand delivery, first-class or overnight mail or courier service, telegram, email or facsimile transmission, or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, overnight mail or courier service, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company, or the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours before such meeting. If by email, facsimile transmission, telephone or by hand, such notice shall be deemed adequately delivered when the notice is transmitted at least twelve (12) hours before such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these By-laws, as provided under Section 9.1 of these By-laws. A meeting may

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be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.4 of these By-laws.

SECTION 3.6.  Action by Consent of Board of Directors.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.7.  Conference Telephone Meetings.  Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.8.  Quorum.  Subject to Section 3.9 of these By-laws, a whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9.  Vacancies.  Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified.

SECTION 3.10.  Executive and Other Committees.  The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, including without limitation the power to declare dividends, to authorize the issuance of the Corporation’s capital stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware, and may, by resolution similarly adopted, designate one or more other committees.

The Board may designate any such other committee as appropriate, which shall consist of two or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

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member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these By-laws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board.

SECTION 3.11.  Removal.  Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80 percent of the voting power of all of the then-outstanding shares of Voting Stock, voting together as a single class.

SECTION 3.12.  Records.  The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

ARTICLE IV

OFFICERS

SECTION 4.1.  Elected Officers.  The elected officers of the Corporation shall be a Chairman of the Board of Directors, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. The Chairman of the Board shall be chosen from among the directors. Any number of offices may be held by the same person. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chairman of the Board or President may appoint, such other officers (including one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties

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and shall hold their offices for such terms as shall be provided in these By-laws or as may be prescribed by the Board or such committee or by the Chairman of the Board or President, as the case may be.

SECTION 4.2.  Election and Term of Office.  The elected officers of the Corporation shall be elected by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign.

SECTION 4.3.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors and shall be the Chief Executive Officer of the Corporation. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office which may be required by law and all such other duties as are properly required of him by the Board of Directors. He shall make reports to the Board of Directors and the stockholders, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chairman of the Board or the Chief Executive Officer of the Corporation may also serve as President, if so elected by the Board.

SECTION 4.4.  President.  The President shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board of Directors.

SECTION 4.5.  Vice Presidents.  Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors.

SECTION 4.6.  Treasurer.  The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board of Directors. He shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board of Directors, the Chairman of the Board or the President.

SECTION 4.7.  Secretary.  The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board or the President.

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SECTION 4.8.  Removal.  Any officer elected, or agent appointed, by the Board of Directors may be removed from office with or without cause by the affirmative vote of a majority of the Whole Board. Any officer or agent appointed by the Chairman of the Board or the President may be removed by him with or without cause. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

SECTION 4.9.  Vacancies.  A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors. Any vacancy in an office appointed by the Chairman of the Board or the President because of death, resignation, or removal may be filled by the Chairman of the Board or the President.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

SECTION 5.1.  Certificated and Uncertificated Stock; Transfers.  The interest of each stockholder of the Corporation may be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe or be uncertificated.

The shares of the stock of the Corporation shall be transferred on the books of the Corporation, in the case of certificated shares of stock, by the holder thereof in person or by his attorney duly authorized in writing, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require; and, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Notwithstanding anything to the contrary in these By-laws, at all times that the Corporation’s stock is listed on a stock exchange, the shares of the stock of the Corporation shall comply with all direct registration system eligibility requirements established by such exchange,

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including any requirement that shares of the Corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the Corporation’s stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue. The Board shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation in both the certificated and uncertificated form.

SECTION 5.2.  Lost, Stolen or Destroyed Certificates.  No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his discretion require.

SECTION 5.3.  Record Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

SECTION 5.4.  Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

INDEMNIFICATION

SECTION 6.1.  Indemnification.

(A)Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this By-law is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director or officer of the Corporation or is or was at any such time serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, a “Covered Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation

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(and any successor of the Corporation by merger or otherwise) to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (A) of Section 6.3, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors.

(B)To obtain indemnification under this By-law, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by a majority vote of the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a Change of Control, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

For the purposes of this Section 6.1(B), a “Change of Control” occurs when (1) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that, for purposes of this Section 6.1(b)(1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or

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maintained by the Corporation or any Affiliated Corporation or (iv) any acquisition pursuant to a transaction that complies with Sections 16(B)(3)(A), 16(B)(3)(B) and 16(B)(3)(C); (2) individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; (3) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or securities of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or (4) approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

SECTION 6.2.  Mandatory Advancement of Expenses.  To the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater rights to advancement of expenses than said law permitted the Corporation to provide prior to such amendment or modification), each Covered Person shall have (and shall be deemed to have a contractual right to have) the right, without the need for any action by the Board of

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Directors, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in connection with any Proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “Undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this By-law or otherwise.

SECTION 6.3.  Claims.

(A)(1) If a claim for indemnification under this Article VI is not paid in full by the Corporation within thirty (30) days after a written claim pursuant to Section 6.1(B) of these By-laws has been received by the Corporation, or (2) if a request for advancement of expenses under this Article VI is not paid in full by the Corporation within twenty (20) days after a statement pursuant to Section 6.2 of these By-laws and the required Undertaking, if any, have been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim for indemnification or request for advancement of expenses and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that, under the General Corporation Law of the State of Delaware, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(B)If a determination shall have been made pursuant to Section 6.1(B) of these By-laws that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (A) of this Section 6.3.

(C)The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (A) of this Section 6.3 that the procedures and

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presumptions of this By-law are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this By-law.

SECTION 6.4.  Contract Rights; Amendment and Repeal; Non-exclusivity of Rights.

(A)All of the rights conferred in this Article VI, as to indemnification, advancement of expenses and otherwise, shall be contract rights between the Corporation and each Covered Person to whom such rights are extended that vest at the commencement of such Covered Person’s service to or at the request of the Corporation and (x) any amendment or modification of this Article VI that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any way diminish or adversely affect any such rights with respect to any actual or alleged state of facts, occurrence, action or omission occurring prior to the time of such amendment or modification, or Proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission, and (y) all of such rights shall continue as to any such Covered Person who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporation’s request as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of such Covered Person’s heirs, executors and administrators.

(B)All of the rights conferred in this Article VI, as to indemnification, advancement of expenses and otherwise, (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a person’s service prior to the date of such termination.

SECTION 6.5.  Insurance, Other Indemnification and Advancement of Expenses

(A)The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (B) of this Section 6.5, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such current or former director, officer, employee or agent.

(B)The Corporation may, to the extent authorized from time to time by the Board of Directors or the Chief Executive Officer, grant rights to indemnification and rights to advancement of expenses incurred in connection with any Proceeding in advance of its final disposition, to any current or former employee or agent of the Corporation to the fullest extent of the provisions of this By-law with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation.

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SECTION 6.6.  Definitions.  For purposes of this By-law:

(1)  “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(2)  “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this By-law.

Any notice, request or other communication required or permitted to be given to the Corporation under this By-law shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

SECTION 6.7.  Severability.  If any provision or provisions of this By-law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-law (including, without limitation, each portion of any paragraph of this By-law containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By-law (including, without limitation, each such portion of any paragraph of this By-law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1.  Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

SECTION 7.2.  Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

SECTION 7.3.  Seal.  The corporate seal shall have enscribed thereon the words “Corporate Seal”, the year of incorporation and around the margin thereof the words “Eagle SpinCo Inc. -Delaware.”

SECTION 7.4.  Waiver of Notice.  Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose

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of, any annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.

SECTION 7.5.  Audits.  The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be done annually.

SECTION 7.6.  Resignations.  Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chairman of the Board, the President, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the President, or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

ARTICLE VIII

Contracts, Proxies, Etc.

SECTION 8.1.  Contracts.  Except as otherwise required by law, the Certificate of Incorporation or these By-laws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the President or any Vice President of the Corporation may delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

SECTION 8.2.  Proxies.  Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

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ARTICLE IX

AMENDMENTS

SECTION 9.1.  Amendments.  These By-laws may be altered, amended, or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting; provided, however, that, in the case of amendments by stockholders, notwithstanding any other provisions of these By-laws or any provision of law which might otherwise permit a lesser vote or no vote.

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EX-3.7

Exhibit 3.7

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:18 PM 10/22/2012

FILED 12:05 PM 10/22/2012

SRV 121150791 - 5230833 FILE

CERTIFICATE OF INCORPORATION

OF

EAGLE CONTROLLED 2 OHIO SPINCO, INC.

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Eagle Controlled 2 Ohio Spinco, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1.  The Corporation shall be authorized to issue 10,000 shares of capital stock, of which 10,000 shares shall be shares of Common Stock, $0.001 par value (“Common Stock”).

Section 2.  Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

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ARTICLE VIII

Section 1.  Elimination of Certain Liability of Directors.  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2.  Indemnification and Insurance.

(a)              Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment

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permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

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(b)              Right of Claimant to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that me claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)              Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

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(d)              Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Lauren D. Gojkovich, 51 West 52nd Street, New York, New York 10019.

[Signature Page Follows]

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 22nd day of October, 2012.

/s/ Lauren Deysher Gojkovich

Lauren Deysher Gojkovich

Incorporator

[Signature Page to Charter]

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:28 AM 06/11/2013

FILED 09:19 AM 06/11/2013

SRV 130759284 - 5230833 FILE

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION OF

EAGLE CONTROLLED 2 OHIO SPINCO, INC.

Eagle Controlled 2 Ohio Spinco, Inc., a Delaware corporation (the “Corporation”), does hereby certify:

FIRST: That by written consent of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Corporation’s Certificate of Incorporation (the “Amendment”), declaring the Amendment to be advisable and calling for the sole stockholder of the Corporation to consider the Amendment. The resolution setting forth the Amendment is as follows:

FURTHER RESOLVED, that Article I of the Company’s Certificate of Incorporation shall be amended in its entirety to read as follows:

“The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Axiall Ohio, Inc.”

SECOND: That thereafter, the sole stockholder of the Corporation resolved to pass the resolution by written consent in lieu of a meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”).

THIRD: That the Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on June 10, 2013 and the foregoing facts stated herein are true and correct.

EAGLE CONTROLLED 2 OHIO SPINCO, INC.
By:	/s/ Timothy Mann, Jr.
Name:	Timothy Mann, Jr.
Title:	Secretary

[Certificate of Amendment of Eagle Controlled 2 Ohio Spinco, Inc.]

EX-3.8

Exhibit 3.8

BY-LAWS

OF

EAGLE CONTROLLED 2 OHIO SPINCO, INC. (now know as Axiall Ohio, Inc.)

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE — The registered office of Eagle Controlled 2 Ohio Spinco, Inc. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808, and said Corporation Service Company shall be the registered agent of the Corporation in charge thereof.

SECTION 2.OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all

other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be one and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

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Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.OFFICERS — The officers of the Corporation shall be a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of

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Directors may elect such Vice Presidents, Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any two or more offices may be held by the same person.

SECTION 2.PRESIDENT — The President shall be the Chief Operating Officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 4.TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He or she shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 5.SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest to the same.

SECTION 6.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and

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shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK — A certificate of stock may be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a

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meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing

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and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

GEORGIA GULF CHEMICALS & VINYLS, LLC

1.The name of the limited liability company is Georgia Gulf Chemicals & Vinyls, LLC.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Georgia Gulf Chemicals & Vinyls, LLC this 8th day of October, 1999.

/s/ John E. Zamer

John E. Zamer

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 10/08/1999

991427795 - 3108938

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/01/2000

001445908 - 3108938

Certificate of Amendment to Certificate of Formation

of

GEORGIA GULF CHEMICAL & VINYLS, LLC

It is hereby certified that:

1.The name of the limited liability company (hereinafter called the “limited liability company”) is GEORGIA GULF CHEMICAL & VINYLS, LLC

2.The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof of the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.”

Executed on August 21, 2000.

/s/ Joel I. Beerman

JOEL I. BEERMAN, VICE PRESIDENT

DELL D-:CERTIFICATE

OF AMENDMENT TO CERTIFICATE

OF FORMATION 01/98

(#3048)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/31/2001

010675974 - 3108938

CERTIFICATE OF MERGER

MERGING

NORTH AMERICA PLASTICS, LLC

WITH AND INTO

GEORGIA GULF CHEMICALS & VINYLS, LLC

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, Georgia Gulf Chemicals & Vinyls, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”),

DOES HEREBY CERTIFY:

FIRST: That the name and state of formation of each of the domestic limited liability companies which are to merge (the “Constituent Entities”) are as follows:

Name	State of Formation
Georgia Gulf Chemicals & Vinyls, LLC	Delaware
North America Plastics, LLC	Delaware

SECOND: That an Agreement and Plan of Merger has been approved, adopted, executed, and acknowledged by each of the Constituent Entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act.

THIRD: That the name of the surviving limited liability company of the merger is Georgia Gulf Chemicals & Vinyls, LLC

FOURTH: The merger shall become effective as of 11:59 p.m. on December 31, 2001.

FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving limited liability company, the address of which is: 400 Perimeter Center Terrace, Suite 595, Atlanta, Georgia 30346.

SIXTH: A copy of the Agreement and Plan of Merger has been furnished to the sole member of the surviving limited liability company and the sole member of the merging limited liability company.

SEVENTH: That anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Managers of the Company at any time prior to the time that this merger being filed with the Secretary of State of the State of Delaware becomes effective.

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed as of this 31st day of December, 2001.

GEORGIA GULF CHEMICALS & VINYLS, LLC
By: Georgia Gulf Corporation, its sole member
By:	/s/ Joel I. Beerman
	Name:	JOEL I. BEERMAN
	Title:	VICE PRESIDENT

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:10 AM 01/29/2013

FILED 09:10 AM 01/29/2013

SRV 130100183 - 3108938 FILE

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION OF

GEORGIA GULF CHEMICALS & VINYLS, LLC

Georgia Gulf Chemicals & Vinyls, LLC (the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Act of the State of Delaware, does hereby certify:

1.The name of the Company is Georgia Gulf Chemicals & Vinyls, LLC.

2.The certificate of formation of the Company is hereby amended by deleting Article 1 thereof and substituting in lieu thereof the following Article 1:

“1.The name of the limited liability company is Axiall, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 29th day of January, 2013.

/s/ Timothy Mann, Jr.

Timothy Mann, Jr., as Sole Manager of the

Company

Axiall Corporation
115 Perimeter Center Place
Suite 460
Atlanta, Georgia 30346

CONSENT TO USE OF NAME

Axiall Corporation, a Delaware corporation (the “Company”), hereby consents to the use of the name “Axiall, LLC” in connection with the change of the name of Georgia Gulf Chemicals & Vinyls, LLC, a Delaware limited liability company, to Axiall, LLC.

IN WITNESS WHEREOF, the Company has caused this Consent to be executed this 29th day of January, 2013.

AXIALL CORPORATION
By:	/s/ Timothy Mann, Jr.
Name:	Timothy Mann, Jr.
Title:	Executive Vice President, General
	Counsel and Secretary

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

GEORGIA GULF CHEMICALS & VINYLS, LLC (now known as Axiall, LLC)

A DELAWARE LIMITED LIABILITY COMPANY

Dated as of

October 8, 1999

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (this “Agreement”), entered into as of October 8, 1999, is made by GEORGIA GULF CORPORATION, a Delaware corporation (“GGC”), being the sole member (the “Sole Member”)1 of Georgia Gulf Chemicals & Vinyls, LLC, a Delaware limited liability company (the “Company”).

WHEREAS, GGC has caused the Company to be organized and desires to enter into this Agreement to provide certain terms for the governance of the Company and the conduct of its business.

NOW, THEREFORE, it is agreed as follows:

ARTICLE I

DEFINITIONS

1.1  Definitions. The following terms shall have the following meanings for all purposes of this Agreement:

“Act” shall mean the Delaware Limited Liability Company Act (Delaware Code Annotated, Title 6, §§ 18-101, et seq.) and any successor thereto, collectively and as from time to time amended and in effect.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, or the ownership, directly or indirectly, of at least 50% of the voting securities of such Person.

“Agreement” shall mean this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Bankrupt Member” has the meaning specified in Section 7.7.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to specific sections of the Code shall be deemed to include references to corresponding provisions of any successor thereto, collectively and as from time to time amended and in effect.

“Company” shall mean Georgia Gulf Chemicals & Vinyls, LLC, a Delaware limited liability company.

(1) Axiall Holdco, Inc. is the successor-in-interest to the interests, rights and obligations of the Sole Member under this agreement.

“Contractual Obligation” shall mean, with respect to any Person, any contract, agreement, deed, mortgage, lease, license, commitment or understanding, by which the Person is bound.

“Fiscal Year” shall have the meaning set forth in Section 8.1.

“GGC” shall mean Georgia Gulf Corporation, a Delaware corporation.

“Governmental Authority” means any court, government (federal, state, local or foreign), department, commission, board, agency, official or other regulatory, administrative, judicial or governmental authority.

“Indemnified Persons” shall have the meaning set forth in Section 4.5 hereof.

“Interest” shall mean each Member’s entire interest as a Member in the Company including any and all rights and benefits to which the Member may be entitled under this Agreement and the obligations of the Member under this Agreement.

“Legal Requirement” shall mean any federal, state, local or foreign law, statute, standard, ordinance, code, order, rule, regulation, resolution or promulgation, or any order, judgment, requirement or decree of or binding agreement with any Governmental Authority, or any applicable license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force and effect of law.

“Liquidating Agent” has the meaning specified in Section 7.3.1.

“Member” shall mean a member of the Company within the meaning of the Act, and its respective permitted successors in interest, or such other Persons that hereafter are admitted as a substitute or additional Member and are then the owner of an Interest; provided however, that no Person shall be deemed to be a Member prior to the effective date of such Person’s admission as a Member or after the earlier of the effective date of such Member’s bankruptcy (as events of bankruptcy are defined in Section 18-304 of the Act or any successor provision thereto) or dissolution or, with respect to any Member, any other event under the Act which terminates the continued membership of a member of a limited liability company.

“Membership Percentage” shall mean each Member’s percentage interest in the Company (expressed as a percentage of the whole), which initially shall be 100% for GGC.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

“Tax Matters Partner” has the meaning specified in Section 8.5.1.

“Transfer” shall mean any sale, assignment, pledge, hypothecation, encumbrance, disposition, transfer (including, without limitation, a transfer by will or intestate distribution), gift or attempt to create or grant a security interest in any Interest or any other interest therein or any portion thereof, whether voluntary or involuntary, by operation of law or otherwise.

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1.2  Interpretation. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number, and vice versa, unless the context shall otherwise indicate. References to Articles, Sections and other subdivisions of this Agreement and Schedules, Appendices and Exhibits to this Agreement are to the Articles, Sections and other subdivisions of, and the Schedules, Appendices and Exhibits to, this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1  Name and Formation. The name of the Company is “Georgia Gulf Chemicals & Vinyls, LLC”. The Company is a limited liability company organized under the Act. The Sole Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation with the Secretary of State of the State of Delaware on October 8, 1999, pursuant to which the Company became duly authorized and formed under the Act. The Company is a separate legal entity. The Company and all Interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.

2.2  Interests. The Company will have a single class of Members. The Interests of Members are personal property and a Member has no interest in specific property of the Company. The Interests will have the preferences, rights, limitations and restrictions as set forth in this Agreement and except for possible different percentages of ownership evidenced thereby all Interests will be of equal standing, and there will be no preferences, rights, limitations or restrictions among or between them.

2.3  Offices. The Company’s initial registered office shall be at the office of The Corporation Trust Company at 1209 Orange Street, Wilmington, Delaware. The Company may have such offices or places of business, either within or without the State of Delaware, as the Members may designate or as the business of the Company may from time to time require. The registered office and the registered agent may be changed from time to time by action of the Members and by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Act.

2.4  Term of the Company. The Company’s existence shall commence on the date when the original Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall be perpetual.

2.5  Business Purpose. The Company is organized for the purpose of manufacturing, processing, distributing and selling chemical products, and for all other lawful business purposes.

2.6  Foreign Qualification; Fictitious Business Name Statement; Other Certificates. The officers of the Company promptly shall execute, deliver and file, where required, all certificates, consents to and appointments of agents for service of process, and other documents or instruments and perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Members

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shall deem necessary or appropriate in connection with the business of the Company. The officers of the Company shall file, from time to time, such fictitious or trade name statements or certificates in such jurisdictions and offices as the Company considers necessary or appropriate. The officers of the Company also shall file, from time to time, such certificates of amendment, certificates of cancellation, or other certificates as the Members deem necessary under the Act or under the laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members.

ARTICLE III

ORIGINAL MEMBERS CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS

3.1  Capital Contributions. GGC was deemed admitted as the member of the Company as of the effective date of this Agreement. GGC shall contribute to the Company effective as of the date of this Agreement $1,000.00.

3.2  Additional Contributions. GGC is not required to make any additional capital contribution to the Company but may make additional capital contributions to the Company at any time. GGC shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

3.3  Partnership Classification for Tax Purposes. Each Member recognizes and intends that for federal income tax purposes the Company will be classified as a partnership and that the Tax Matters Partner shall make any election by the Company necessary for such treatment.

ARTICLE IV

MANAGEMENT

4.1Management by Managers.

(a)Board of Managers. The business and affairs of the Company shall be managed by or under the direction of a board of one or more Managers designated by the Members (the “Board”). The Members in their sole and absolute discretion may determine at any time the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion. The initial number of Managers shall be three. Each Manager shall hold office until a successor is designated by the Members or until such Manager’s earlier death, resignation or removal. Managers need not be Members. The initial Managers of the Company designated by the Members are: Joel I. Beerman, Richard B. Marchese, and Edward A. Schmitt.

(b)Powers; Duties. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein. The Board of Managers has the authority to bind the Company. The Managers shall have a

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fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

(c)Meeting of the Board of Managers. The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any Manager.

(d)Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing.

(e)Electronic Communications. Managers may participate in meetings of the Board by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f)Compensation of Managers; Expenses. The Board shall have the authority to fix the compensation of the Managers. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

(g)Removal of Managers. Unless otherwise restricted by law, any Manager may be removed, with or without cause, by the Members, and, any vacancy caused by any such removal may be filled by action of the Members.

(h)Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.

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4.2Officers and Other Employees.

4.2.1  Generally. The officers of the Company shall be designated from time to time by the Board of Managers, and such officers shall have such duties as the Board of Managers may designate. Such officer may hold such additional titles and designations as the Board may establish from time to time. Any number of offices may be held by the same Person. Initially such officers shall include: Edward A. Schmitt as President and Chief Executive Officer, Richard B. Marchese as Vice President and Chief Financial Officer, Thomas G. Swanson as Vice President-Commodity Chemicals Group, Mark J. Seal as Vice President-Polymer Group, Joel I. Beerman as Vice President-General Counsel and Secretary, Micheline A. Johnson as Assistant Secretary and Samuel M. Hensley as Assistant Secretary.

4.2.2  Compensation. Unless otherwise agreed, the Board of Managers shall fix the compensation of all officers of the Company.

4.2.3  Succession. The officers of the Company shall hold office until their successors are elected and qualified unless the Board of Managers specifies otherwise. Any officer elected or appointed by the Board of Managers may be removed at any time by the affirmative vote of a majority of the Board of Managers and any vacancy occurring in any office of the Company may be filled by the Board of Managers.

4.2.4  Authority and Duties.

(a)Each officer or employee of the Company, when acting solely with respect to such position and not with respect to any other capacity or position such Person may have as a representative of a Member, shall owe to the Company, but not to any Member, all such duties (fiduciary or otherwise) as are imposed upon such an officer or employee of a Delaware corporation. Without limitation of the foregoing, each officer and employee in any dealings with a Member or any of its Affiliates shall have a duty to act in good faith and to deal fairly. Notwithstanding the foregoing, each officer or employee of the Company may also serve as an officer, director or employee of a Member or any Affiliate thereof; provided, however, that each such officer or employee shall devote such time to the Company as is necessary to discharge such officer’s or employee’s obligations to the Company.

(b) Each of the officers of the Company shall have such authority and shall perform such duties as are stated in this Agreement, or as may otherwise be specified by an action of the Board of Managers in a resolution which is not inconsistent with this Agreement. In furtherance of the foregoing the officers set forth below shall have the authority and duties specified below.

(i) President. The President shall be responsible for the active management and direction of the business and affairs of the Company and general supervision over its officers. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Managers, (a) to execute, on behalf of the Company, all duly authorized Contractual Obligations of the Company, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of

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the Company, in accordance with the Board of Managers’ directions, in person or by proxy, at any meeting of securityholders (or with respect to any action of such securityholders) of any other corporation in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Company the power and authority to take any action which the President is authorized to take under this Section 4.2, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

(ii) Vice President. Each Vice President, however titled, shall perform such duties and services and shall have such authority and responsibilities as shall be assigned to or required from time to time by the Board of Managers or the President.

(iii) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Managers and record all proceedings of the meetings of the Board of Managers when requested by the Board of Managers or the President. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Managers. The Secretary shall perform such duties as may be prescribed by the Board of Managers or the President. The Secretary shall keep and account for all books, documents, papers and records of the Company except those for which some other officer or agent has been designated or is otherwise properly accountable. Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary.

(iv) Treasurer and Assistant Treasurers. The Treasurer shall have the custody of the funds and securities belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Treasurer with the prior approval of the Board of Managers. The Treasurer shall disburse the funds and pledge the credit of the Company as may be directed by the Board of Managers and shall render to the Board of Managers and the President and Chief Executive Officer, as and when required by them, or any of them, an account of all transactions by the Treasurer. Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if the Treasurer is unable or fails to act, perform the duties and exercise the powers of the Treasurer.

4.3  Specific Authority of the Officers. The authority of the officers to conduct the day-to-day business and affairs of the Company will at all times be subject to the authorization granted by the Members under this Agreement.

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4.4  Power of Attorney.

(a) Each Member by its signature below irrevocably makes, constitutes and appoints the President and all Vice Presidents of the Company, and each of them, his or its true and lawful attorney in his or its name, place and stead, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Members to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Company to conduct its business or (c) comply with any applicable Legal Requirement in connection with the Company’s conduct of its business.

(b) It is expressly intended by each Member that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of each of those appointed as attorney-in-fact on his or its behalf, and as such shall be irrevocable and shall survive such Member’s merger, dissolution, other termination of existence or bankruptcy.

(c) Each Member will promptly execute such instruments as the President of the Company determines to be appropriate to evidence the authority of the officers of the Company to consummate any transaction permitted by, and authorized in accordance with, this Agreement.

4.4Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Members nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or manager of the Company.

4.5  Indemnity of the Members and Managers.

(a) To the full extent permitted by the Act, the Company, to the extent of its assets legally available for that purpose, will indemnify, defend and hold harmless the Members, Managers, and any member, partner, shareholder, director, officer, agent, Affiliate and professional or other advisor of any of them (collectively, the “Indemnified Persons”) from and against any and all loss, cost, damage, expense (including without limitation fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Company, except to the extent that it is finally judicially determined that such indemnified losses arise out of or were related to actions of such Indemnified Person constituting (a) bad faith, fraud, violation of Legal Requirements or intentional misconduct or (b) breach of this Agreement. The Company may pay in advance or reimburse reasonable expenses incurred by the Indemnified Person, including advancing reasonable costs of defense, who is or is threatened to be named or made a defendant or a respondent in a proceeding concerning the business and affairs of the Company.

(b) To the extent future enactments or judicial decisions permit an expansion of the rights of indemnification afforded to the Members or Managers by the Company pursuant to this Section

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4.5, then it is the Members’ express intention and agreement that this Section 4.5 immediately and automatically will be amended so as to permit and authorize the indemnification of the Members and Managers by the Company to the maximum extent permitted by law. The officers of the Company and any Member or Manager, are authorized and empowered to execute, on behalf of all Members, such amendments to this Agreement as may be appropriate to give further effect to this Section 4.5.

4.6  Limitations on Indemnity.  The Company, with the approval of all the Members, may indemnity any of the Indemnified Persons for any loss, cost, damage, expense or liability for which the Indemnified Persons would not be entitled to mandatory indemnification under Section 4.5. An Indemnified Person may waive the benefits of indemnification under Section 4.5, but only by an instrument in writing executed by such Indemnified Person.

The rights to indemnification under Section 4.5 are not exclusive of other rights which any Indemnified Person may otherwise have at law or in equity, including without limitation common law rights to indemnification or contribution. Nothing in this Section 4.6 will affect the rights or obligations of any Indemnified Person (or the limitations on those rights or obligations) under any other agreement or instrument to which that Indemnified Person is a party.

ARTICLE V

DIVISION OF PROFITS AND LOSSES

Each of the Members will own a Membership Interest in the Company. All profits and losses of the Company will be shared by each of the Members according to the percentage of interest each Member owns. A separate capital account will be maintained for each Member. No Member may make any withdrawals from capital without prior approval of the Company. If the capital account of the Member becomes impaired, such Member’s share of subsequent Company profits will be first credited to his capital account until that account has been restored.

ARTICLE VI

TRANSFER OF INTERESTS; WITHDRAWAL OF MEMBERS; PURCHASE OPTION

6.1  Scope of this Agreement.

(a)The restrictions set forth in this Article VI shall apply to all Interests now owned or hereafter acquired by the Members, whether or not issued at the date of this Agreement, and no Transfer of any Interest shall take place except as provided in this Article VI.

6.2  Conditions to Transfers.

(a)Any Transfer must receive the unanimous written consent of the Members, which consent may be withheld in their sole discretion, and must be effected with documentation approved in form and substance by the remaining Member. Such documentation shall include an agreement by the transferee to be bound by all of the terms and provisions of this Agreement

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including, without limitation, an acknowledgment and agreement that the Interest therein transferred shall be subject to the restrictions set forth in this Article VI.

6.3  Records of the Company; Void Transfers. The Company agrees that it will record the Transfer of Interests on its books only in accordance with the terms and conditions of this Agreement. Any purported Transfer of an Interest by a Member that is not in compliance with the terms and conditions of this Agreement will be null and void, and the Transferee under any such purported Transfer will acquire no title or ownership thereby.

6.4  Withdrawal. Except as otherwise provided in this Article VI, no Member may resign from the Company or effect a partial or complete withdrawal from the Company or effect a voluntary dissolution or voluntary bankruptcy without first obtaining the written consent of the other Members.

ARTICLE VII

DISSOLUTION AND LIQUIDATION; APPOINTMENT OF NEW MEMBERS

7.1  Dissolution. The Company will be dissolved upon the first to occur of the following events:

(a)the unanimous written agreement of all of the Members to dissolve the Company;

(b)the sale of all or substantially all the assets of the Company, and

(c)the entry of a decree of judicial dissolution under Section 18-802 of the Act.

7.2  Certificate of Cancellation. In accordance with the Act, as soon as practicable upon the dissolution of the Company and the completion of the liquidation of the Company, the Members will cause to be executed and filed a Certificate of Cancellation of the Company in such form as is prescribed by the Secretary of State of Delaware.

7.3  Procedures.

7.3.1  Liquidation of Assets. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of the dissolution. A Person designated by the Members by unanimous consent or the Person required by law to wind up the Company’s affairs (the Members or such other Person being referred to herein as the “Liquidating Agent”) shall immediately proceed to wind up the affairs of the Company. The Members will continue to share profits and losses during the period of liquidation in accordance with Article V.

7.3.2  Distribution of Assets. Following the payment of, or provision for, all debts and liabilities (including liabilities to Members who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions and the return of capital) of

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the Company and all expenses of liquidation, and subject to the right of the Liquidating Agent to set up such cash reserves as the Liquidating Agent may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds (or other remaining assets) of the Company will be distributed in cash to the Members in accordance with their positive capital accounts, after reflecting final allocations, pursuant to Article V.

7.3.3  No Recourse to Assets of Members.  Each Member will look solely to the assets of the Company for all distributions with respect to the Company and such Member’s capital contributions thereto and share of profits or losses thereof, and will have no recourse therefore (upon dissolution of the Company or otherwise) against any other Member.

7.4  Termination of the Company.  Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall be deemed to be terminated and the Liquidating Agent will have the authority to take or cause to be taken such actions as are necessary or reasonable in order to obtain a certificate of cancellation of the Company as well as any and all other documents required by the Act or any other applicable law to effectuate the dissolution and termination of the Company.

7.5  Election to Continue the Company.  Notwithstanding any other provision of this Article VII, upon an event of dissolution described in Section 7.1(a), the Company shall be dissolved and wound-up and liquidated pursuant to this Article VII, unless the Members elect, by unanimous vote, within ninety (90) days after such event, to continue the business of the Company. Upon the election by the Members to continue the business of the Company, the continuing limited liability company shall continue to be subject to the terms of this Agreement.

7.6  Bankruptcy.  In addition to any dissolution of the Company which would occur under Section 7.1(a), in the event that a Member shall become insolvent or shall have part of all of its property seized or subjected to any attachment that could reasonably be expected materially and adversely to affect its performance under this Agreement (the “Bankrupt Member”), a Member other than the Bankrupt Member, upon written notice to the Bankrupt Member, shall have the right to terminate this Agreement and to take such actions as are necessary to liquidate the assets of the Company and dissolve the Company as promptly as practicable.

ARTICLE VIII

FISCAL AND TAX MATTERS

8.1  Fiscal Year.  The fiscal year of the Company will begin on the first day of January and end on the last day of December of each year, unless otherwise agreed to by the unanimous consent of all Members.

8.2  Deposits.  All funds of the Company will be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Members may collectively select.

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8.3  Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Company will be signed by such officers agreed upon by the Members.

8.4  Books and Records.  The Company will keep or cause to be kept accurate and complete minutes and records of the meetings of the Members and books and records of account of the Company, which will be kept at the principal place of business of the Company or at such other places, within or without the State of Delaware, as the Members from time to time determine.

8.4.1  Right of Inspection.  Any Member of the Company will have the right to examine at any reasonable time or times for any purpose, the minutes and records of the meetings of the Members and the books and records of account of the Company, and to make copies thereof. Upon the written request of any Member of the Company, the Company will cause to be mailed to such Member the most recent financial statements of the Company, showing in reasonable detail its assets and liabilities and the results of its operations. Such inspection may be made by any agent or duly appointed attorney of the Member making such request.

8.4.2  Financial Records.  All books and records of account of the Company will be maintained and reported based upon generally accepted accounting principles in such form and in accordance with such procedures as agreed upon from time to time by the Members.

8.5  Tax Matters.

8.5.1  “Tax Matters Partner”.  GGC will be the “Tax Matters Partner” (as defined in Section 6231 of the Code) until such time as a new Tax Matters Partner may be designated by the Members. The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.

8.5.2  Cooperation.  Each Member agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings.

8.5.3  Filings.  The Tax Matters Partner will arrange for the preparation and timely filing of all returns required to be filed by the Company and the distribution of Form K-l or other similar forms to all Members.

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ARTICLE IX

MISCELLANEOUS

9.1  Notices.

All notices, demands, consents, approvals, requests or other communications which any of the parties to this Agreement may desire or be required to give hereunder (collectively, “Notices”) will be in writing and will be given by (a) personal delivery, (b) facsimile transmission, or (c) delivery to Federal Express or another nationally recognized overnight courier service, fees prepaid, addressed as follows:

If to GGC, to:

Georgia Gulf Corporation

400 Perimeter Center Terrace

Suite 595

Atlanta, Georgia 30346

Attention: Joel Beerman

Facsimile: (770) 390-9673

Any party hereto may designate another addressee (and/or change its address) for Notices hereunder by a Notice given pursuant to this Section 9.1. A Notice sent in compliance with the provisions of this Section 9.1 will be deemed given on the date delivered personally or sent by facsimile or, if sent by courier, on the next business day following delivery to the courier service.

Whenever any Notice is required to be given by any Legal Requirement or this Agreement, a waiver thereof in writing, signed by the Person entitled to such Notice, whether before or after the time of the event for which Notice is to be given, shall be deemed equivalent to such Notice. Attendance of a Member at a meeting shall constitute a waiver of Notice of such meeting, except when such Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any Company business because the meeting has not been properly called or convened and does not further participate in the business of the meeting.

9.2  Successors and Assigns.  This Agreement will be binding upon and inure to the benefit of parties hereto and their respective permitted successors and assigns. Neither this Agreement nor any right hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto.

9.3  Extension Not a Waiver.  No delay or omission in the exercise of any power, remedy or right herein provided or otherwise available to any party hereto will impair or affect the right of such party thereafter to exercise the same. Any extension of time or other indulgence granted to any party hereunder will not otherwise alter or affect any power, remedy or right of any other party hereto, or the obligations of the party to whom such extension or indulgence is granted.

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9.4  Entire Agreement.  This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Amendments, variations, modifications or changes herein may be made effective and binding upon the parties hereto by, and only by, a written agreement duly executed by each Member, and any alleged amendment, variation, modification or change herein which is not so documented will not be effective as to any party hereto.

9.5  Interpretation.  Whenever reference is made in this Agreement to the Company doing or not doing an action, such reference shall imply on the Members an obligation to cause the Company to do or refrain from doing such action.

9.6  Governing Law.  This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and without reference to its principles of conflicts of law.

9.7  Termination.  Upon dissolution of the Company or other termination of this Agreement, this Agreement shall terminate without any liability on the part of either party.

9.8  Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.9  Waivers.  The failure at any time of any Member to require performance by any other Member of any responsibility or obligation provided for in Agreement shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either Member or the Company of a breach of any provision of this Agreement by the other Member or the Company constitute a waiver of any succeeding breach of the same or any other obligation itself.

9.10  Headings.  The headings of all Articles and Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement and shall not in any way affect the interpretation hereof.

9.11  Payment Terms.  All Members shall make any payments to other Members required hereunder net fifteen (15) days from the due date or date of the invoice in respect of such payments.

9.12  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one and the same agreement.

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IN WITNESS WHEREOF, the undersigned being all of the Members, have executed this Agreement as of the date and year first above written.

GEORGIA GULF CORPORATION
By:	/s/ Joel I. Beerman
	Name: JOEL I. BEERMAN
	Title: VICE PRESIDENT

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EX-3.11

Exhibit 3.11

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:29 PM 11/22/2013

FILED 12:24 PM 11/22/2013

SRV 131340170 - 5437192 FILE

CERTIFICATE OF INCORPORATION

OF

AXIALL HOLDCO, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), do hereby certify as follows:

ARTICLE I

The name of the corporation (the “Corporation”) is Axiall Holdco, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

The total number of shares of stock that the Corporation shall have authority to issue is 100. The par value of such shares is $0.001 per share. All such shares are of one class and are Common Stock.

ARTICLE V

Elections of directors need not be by written ballot except and to the extent provided in the By-laws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, amend, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable

law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

ARTICLE VIII

To the fullest extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation, Any repeal or modification of this Article VIII shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

ARTICLE IX

The Corporation elects not to be governed by Section 203 of the DGCL.

ARTICLE X

Each person who is or was or has agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors as an officer of the Corporation or as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the fullest extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article X. Any repeal or modification of this Article X shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

ARTICLE XI

The address of Todd King, the sole incorporator, is 115 Perimeter Center Place, Suite 460, Atlanta, GA 30346.

[signature page follows]

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IN WITNESS WHEREOF, I have hereunto set my hand, this 22nd day of November, 2013.

/s/ Todd King

Todd King, Sole Incorporator

3

EX-3.12

Exhibit 3.12

BY-LAWS

OF

AXIALL HOLDCO, INC.

Incorporated under the Laws of the State of Delaware

ARTICLE I

OFFICES

SECTION 1.         DELAWARE OFFICE — The registered office of Axiall Holdco, Inc. (the “Corporation”) in the State of Delaware shall be located in the City of Wilmington, County of New Castle and the name and address of its registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

SECTION 2.         OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

SECTION 3.         BOOKS AND RECORDS — The books and records of the Corporation may be kept inside or outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.         ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.         SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.         VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.         QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.         NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.         ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting,

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without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.         NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be three and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.         RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.         VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.         REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.         COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

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Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.         MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.         QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-laws shall require the vote of a greater number.

SECTION 8.         COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

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SECTION 9.          ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.         OFFICERS — The officers of the Corporation shall be a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Vice Presidents, Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any two or more offices may be held by the same person.

SECTION 2.         PRESIDENT — The President shall be the Chief Operating Officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.         VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 4.         TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He or she shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation

5

a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 5.         SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest to the same.

SECTION 6.         ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.         CERTIFICATES OF STOCK — A certificate of stock may be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.         LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.         TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the

6

Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.         STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.         DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such

7

other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.         SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.         FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.         CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.         NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-laws, or enact such other By-laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.13

Exhibit 3.13

State of Delaware

Secretary of State

Division or Corporations

Delivered 01:05 PM 11/29/2012

FILED 12:48 PM 11/29/2012

SRV 121274361 - 5249395 FILE

CERTIFICATE OF FORMATION

of

Eagle Holdco 3 LLC

This Certificate of Formation of Eagle Holdco 3 LLC (the “LLC”), dated November 29, 2012, is being duly executed and filed by Lauren D. Gojkovich, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.)

FIRST, The name of the limited liability formed hereby is:

Eagle Holdco 3 LLC

SECOND, The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

THIRD, The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Lauren D. Gojkovich

Lauren D. Gojkovich, Authorized Person

EX-3.14

Exhibit 3.14

EXECUTION VERSION

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

EAGLE HOLDCO 3 LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Eagle Holdco 3 LLC (the “Company”) is effective as of January 8, 2013.

1.             Formation of Limited Liability Company. The Company was formed as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C§ 18-101, et seq., as it may be amended from time to time, and any successor to such statute (the “Act”) by the filing of a Certificate of Formation on November 29, 2012 by Lauren D. Gojkovich, an authorized person within the meaning of the Act, who had the power and authority to execute, deliver and file the Certificate of Formation of the Company with the Secretary of State of the State of Delaware, for the purpose of forming a Delaware limited liability company pursuant to and in accordance with the Act. The rights and obligations of the Member (as defined below) and the administration and termination of the Company shall be governed by this Agreement and the Act. This Agreement shall be considered the “Limited Liability Company Agreement” of the Company within the meaning of the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control to the extent permitted by law.

2.             Members. The identity and address of the member of the Company (the “Member”) and its percentage membership interest of the Member in the Company (“Membership Interest”) is set forth on Schedule I attached hereto, which Schedule may be amended from time to time by the Member to reflect the substitution of the Member and the address of such substituted Member effected in accordance with the terms of this Agreement.1

3.             Capital Subscriptions. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

4.             Purpose. The purpose of the Company is to engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

5.             Name. The name of the Company is “Eagle Holdco 3 LLC”.

6.             Registered Agent and Principal Office. The registered office and registered agent of the Company in the State of Delaware shall be as the Board of Managers may designate from time to time. The Company may have such other offices as the Board of Managers may designate from time to time.

7.             Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall continue in existence in perpetuity unless its business and affairs are earlier wound up following dissolution at such time as this Agreement or the Act may specify.

(1)Eagle Spinco Inc. is the successor-in-interest to the interests, rights and obligations of the Member under this agreement.

8.             Management of Company. Subject to the provisions of the Act, the business and affairs of the Company shall be managed and all its powers shall be exercised by or under the direction the Board of Managers. Each of the Managers shall constitute a “manager” within the meaning of that term set forth in the Act. All actions by the Company that would require approval of the board of directors or stockholders of a corporation formed under Delaware law or for which it would be customary, using good practice, to obtain such approval, shall require the approval of the Board of Managers. Subject to the prior approval of the Board of Managers and to the other provisions of this Agreement, each Manager shall have the authority to exercise all rights, powers and privileges granted by the Act and this Agreement with respect to the Company and its business and affairs.

(a)           Number of Managers; Initial Managers. The number of Managers shall be determined from time to time by the Member. The initial number of Managers shall be one. The initial Manager to hold office from and after the date of this Agreement until his resignation or removal pursuant to this Agreement and until his successor is appointed and qualified pursuant to this Agreement, is as follows: Michael H. McGarry

(b)           Appointment and Removal of Managers. Managers shall be appointed by the Member. Any Manager or the entire Board of Managers may be removed at any time, with or without cause, by the Member. Any person may resign as Manager by delivery of written notice to the Member. Any Manager may be removed for any reason, with or without cause, by the Member.

(c)           Majority Vote; Proxies. The Board of Managers shall act by majority vote of the Managers then in office. Any Manager absent from a meeting of the Board of Managers may be represented by any other Manager, who may object to notice on behalf of, cast the vote of and otherwise exercise the powers of the absent Manager, according to the written instructions, general or specific, provided by such absent Manager, a copy of which instructions shall be given to the Company and the other Managers prior to or at the meeting.

(d)           Vacancies. Any vacancy occurring for any reason on the Board of Managers shall be filled by the Member. A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

(e)           Meetings of Managers. Meetings of the Board of Managers for any purpose or purposes may be called at any time by any Manager. Notice of the time and place of each meeting shall be delivered personally or by telephone to each Manager, or sent by first-class mail, courier service or facsimile transmission or by electronic mail, charges prepaid, addressed to such Manager at his or her address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at his or her last known address. In case such notice is mailed, it shall be deposited in the United States mail at least seven days prior to the time of the holding of the meeting. In case such notice is delivered by any other method as above provided, it shall be so delivered at least 48 hours prior to the time of the holding of the meeting. Confirmation of delivery by courier, facsimile transmission or electronic mail shall constitute conclusive evidence of such delivery. Delivery to a Manager of notice of the

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time and place of a meeting of Managers by any of the means specified in this subsection shall constitute due, legal and personal notice to such Manager.

(f)            Quorum; Participation in Meetings By Conference Telephone Permitted. Except as hereinafter provided, presence of at least a majority of the authorized number of Managers at a meeting of the Board of Managers constitutes a quorum for the transaction of business. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can communicate with and hear one another.

(g)           Place of Meetings. Meetings of the Board of Managers shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Managers. In the absence of such designation, meetings of the Board of Managers shall be held at the principal executive office of the Company.

(h)           Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

(i)            Action by Board of Managers Without a Meeting. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the Managers entitled to vote thereon were present and voted. Such written consent or consents may be in counterparts and transmitted by facsimile or electronic mail and shall be filed with the minutes of the proceedings of the Board of Managers. Such actions by written consent shall have the same force and effect as a vote of the Board of Managers.

9.             Officers. The Board of Managers may, from time to time, designate one or more persons to be officers of the Company. Any officers so designated shall have such authority and perform such duties as the Board of Managers may, from time to time, prescribe or as may be provided in this Agreement. The Board of Managers may assign titles to particular officers. Unless the Board of Managers otherwise specifies, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board of Managers pursuant to this Section 9. Except as otherwise provided in this Section 9, each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Managers.

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(a)           President. Subject to any limitations imposed by this Agreement, the Act, or any determination by the Board of Managers, the President (subject to the general control of the Board of Managers) shall be the chief executive officer of the Company and, as such, shall be responsible for the management and direction of the day-to-day business and affairs of the Company, its officers, employees and agents, shall supervise generally the affairs of the Company, and shall have full authority to execute all documents and take all actions that the Company may legally take. Any person or entity dealing with the Company may rely on the authority of the President as to all such Company actions without further inquiry. The President shall exercise such other powers and perform such other duties as may be assigned to him or her by this Agreement or the Board of Managers.

(b)           Senior Vice President. The Company may have one or more Senior Vice Presidents, who shall exercise such other powers and perform such other duties as may be assigned to them by this Agreement or the Board of Managers.

(c)           Vice Presidents. The Company may have one or more Vice Presidents, who shall exercise such other powers and perform such other duties as may be assigned to them by this Agreement or the Board of Managers.

(d)           Treasurer. The Company may have a Treasurer, who shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement or the Board of Managers.

10.          Indemnification of Managers, Officers and Other Authorized Representatives.

(a)           Indemnification of Authorized Representative in Third Party Proceedings. The Company shall indemnify, to the fullest extent permitted by the Act as now or hereafter in effect, any person (i) who was or is an “authorized representative” of the Company (which shall mean for purposes of this Section 10 a Manager or officer of the Company, or a person serving at the request of the Company as a manager, director, officer, or trustee, of another corporation, partnership, joint venture, trust or other enterprise) (each such authorized representative, an “Authorized Representative”) and (ii) who was or is a “party” (which shall include for purposes of this Section 10 the giving of testimony or similar involvement) or is threatened to be made a party to any “third party proceeding” (which shall mean for purposes of this Section 10 any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Company) by reason of the fact that such person was or is an Authorized Representative, against expenses (which shall include for purposes of this Section 10 attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonable incurred by such Authorized Representative in connection with such third party proceeding if such Authorized Representative acted in good faith and in a manner such Authorized Representative reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal third party proceeding (including any action or investigation that could or does lead to a criminal third party proceeding) had no reasonable cause to

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believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, indictment, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Authorized Representative did not act in good faith and in a manner which such Authorized Representative reasonably believed to be in or not opposed to, the best interests of the Company, or, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.

(b)           Indemnification of Authorized Representatives in Corporate Proceedings. The Company shall indemnify, to the fullest extent permitted by the Act as now or hereafter in effect, any Authorized Representative who was or is a party or is threatened to be made a party to any “corporate proceeding” (which shall mean for the purposes of this Section 10 any threatened, pending or competed action or suit by or in the right of the Company to procure a judgment in its favor or investigative proceeding by the Company) by reason of the fact that such person was or is an Authorized Representative, against expenses actually and reasonably incurred by such Authorized Representative in connection with the defense or settlement of such corporate action if such Authorized Representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Authorized Representative shall have been adjudged to be liable for negligence or misconduct in the performance of such Authorized Representative’s duty to the Company unless and only to the extent that the Delaware Court of Chancery (“Court of Chancery”) or the court in which such corporate proceeding was pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Authorized Representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)           Mandatory Indemnification of Authorized Representatives. To the extent that an Authorized Representative has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such Authorized Representative shall be indemnified against expenses actually and reasonably incurred by such Authorized Representative in connection therewith without the necessity of a determination set forth in subsection (d) of this Section 10.

(d)           Determination of Entitlement to Indemnification. Any indemnification under subsections (a) through (c) of this Section 10 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Authorized Representative is proper in the circumstances because such Authorized Representative has either met the applicable standard of conduct set forth in subsections (a) or (b) of this Section 10 or had been successful on the merits or otherwise as set forth in subsection (c) of this Section 10 and that the amount requested has been actually and reasonably incurred. Such determination shall be made:

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(i)            by a majority vote of the Managers who are not parties to such third party or corporate proceeding, even though less than a quorum;

(ii)           by a committee of such Managers designated by a majority vote of Managers who are not parties to such third party or corporate proceeding, even though less than a quorum;

(iii)          if there are no such Managers, or, even if such Managers are available and a majority of such Managers so directs, by independent legal counsel in written opinion; or

(iv)          by the Member.

(e)           Advancing Expenses. To the fullest extent not prohibited by applicable law, expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an Authorized Representative by the Company in advance of the final disposition of such third party or corporate proceeding as authorized in the manner provided in subsection (d) of this Section 10 upon receipt of an undertaking by or on behalf of the Authorized Representative to repay such amount unless it shall ultimately be determined that such Authorized Representative is entitled to be indemnified by the Company as authorized in this Section 10. The financial ability of such Authorized Representative to make such repayment shall not be a prerequisite to the making of an advance.

(f)            Indemnification by a Court. Notwithstanding any contrary determination in the specific case under subsection (d) of this Section 10, and notwithstanding the absence of any determination thereunder, any Authorized Representative may apply to the Court of Chancery for indemnification to the extent otherwise permissible under subsections (a) or (b) of this Section 10. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Authorized Representative is proper in the circumstances because such Authorized Representative has met the applicable standards of conduct set forth in subsections (a) or (b) of this Section 10, as the case may be. Neither a contrary determination in the specific case under subsection (d) of this Section 10 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Authorized Representative seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this subsection (f) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Authorized Representative seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(g)           Notwithstanding anything contained in this Section 10 to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by subsection (f) of this Section 10), the Company shall not be obligated to indemnify any Authorized Representative in connection with a proceeding (or part thereof) initiated by such Authorized Representative unless such proceeding (or part thereof) was authorized or consented to by the Board of Managers.

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(h)           Indemnification of Employees and Agents. The Company may, to the extent authorized from time to time by the Board of Managers, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred in this Section 10 to Managers and officers of the Company.

(i)            Effect of Amendment or Repeal. Neither any amendment or repeal of any provision of this Section 10, nor the adoption of any provision of the certificate of formation inconsistent with this Section 10 shall adversely affect any right or protection of any Authorized Representative established pursuant to this Section 10 existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Section 10, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Section 10, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.

(j)            Insurance. To the fullest extent permitted by applicable law, the Company may purchase and maintain insurance on behalf of any Authorized Representative against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Authorized Representative against such liability under the provisions of this Section 10.

(k)           Scope of Section. The indemnification and advancement of expenses of Authorized Representative, as authorized by this Section 10, shall (a) not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of Members or disinterested Managers or otherwise, both as to action in an official capacity and as to action in another capacity, (b) continue as to a person who has ceased to be an Authorized Representative and (c) inure to the benefit of the heirs, executors and administrators of such a person.

(l)            Reliance on Provisions. Each person who shall act as an Authorized Representative of the Company shall be deemed to be doing so in reliance upon rights of indemnification provided by this Section 10.

11.          Distributions and Allocations. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member.

12.          Capital Accounts. At all times during a No Tax Entity Period (as defined in Section 14 below), the Company shall not be required to establish or maintain capital accounts. At all other times, as necessary, a capital account shall be maintained for the Member in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

13.          Tax Status. For United States federal income tax purposes, at all times that the Member owns 100% of the Membership Interests in the Company (a “No Tax Entity Period”), the Company and the Member desire and intend that the Company be disregarded as an

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entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3. Accordingly, no election will be made to treat the Company as a corporation for income tax purposes.

14.          Transfer of Membership Interests. The Member may transfer its Membership Interests in the Company. The Board of Managers or its designated officer shall be authorized to provide such revisions or amendments to Schedule I as may be necessary from time to time to reflect changes effected in accordance with this Agreement in the membership of the Company. By acceptance of the transfer of the Membership Interests, the transferee of the Membership Interests (i) shall be admitted to the Company as the Member when any such transfer is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of, and shall be deemed to have executed, this Agreement, (iii) shall become the record holder of the Membership Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement and (v) makes the consents and waivers contained in this Agreement.

15.          Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member.

16.          Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

17.          Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Member has duly executed this Agreement as of the date first written above.

EAGLE SPINCO INC.
a Delaware corporation
	/s/ Michael H. McGarry
	Name: Michael H. McGarry
	Title: Executive Vice President

[Signature Page to Amended and Restated LLC Agreement]

EX-3.15

Exhibit 3.15

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:18 PM 10/22/2012

FILED 12:01 PM 10/22/2012

SRV 121150763 - 5230828 FILE

CERTIFICATE OF FORMATION

of

EAGLE NATRIUM LLC

This Certificate of Formation of Eagle Natrium LLC (the “LLC”), dated October 22, 2012, is being duly executed and filed by Lauren D. Gojkovich, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101. et seq.)

FIRST, The name of the limited liability formed hereby is:

Eagle Natrium LLC

SECOND, The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

THIRD, The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Lauren D. Gojkovich

Lauren D. Gojkovich, Authorized Person

EX-3.16

Exhibit 3.16

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF

EAGLE NATRIUM LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Eagle Natrium LLC (the “Company”) is effective as of October 22, 2012.

1.             Formation of Limited Liability Company. The Member (as defined below) hereby agrees to form the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C§ 18-101, et seq., as it may be amended from time to time, and any successor to such statute (the “Act”). The rights and obligations of the Member and the administration and termination of the Company shall be governed by this Agreement and the Act. This Agreement shall be considered the “Limited Liability Company Agreement” of the Company within the meaning of the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control to the extent permitted by law.

2.             Members. The identity and address of the member of the Company (the “Member”) and its percentage membership interest of the Member in the Company (“Membership Interest”) is set forth on Schedule I attached hereto, which Schedule may be amended from time to time by the Member to reflect the substitution of the Member and the address of such substituted Member effected in accordance with the terms of this Agreement.1

3.             Capital Subscriptions. Simultaneously with the execution hereof, the Member is contributing $1.00 to the Company in exchange for its Membership Interest. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

4.             Purpose. The purpose of the Company is to engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

5.             Name. The name of the Company shall be “Eagle Natrium LLC”.

6.             Registered Agent and Principal Office. The registered office and registered agent of the Company in the State of Delaware shall be as the Board of Managers may designate from time to time. The Company may have such other offices as the Board of Managers may designate from time to time.

7.             Term of Company. The Company shall commence on the date a Certificate of Formation first is properly filed with the Secretary of State of the State of Delaware and shall continue in existence in perpetuity unless its business and affairs are earlier wound up following dissolution at such time as this Agreement or the Act may specify.

8.             Authorized Person. Lauren D. Gojkovich is hereby designated as an authorized person within the meaning of the Act, and shall have the power and authority to execute, deliver and file the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation her powers as

(1)Axiall Ohio, Inc. is the successor-in-interest to the interests, rights and obligations of the Member under this agreement.

authorized person shall cease, and the Managers thereupon shall each become a designated authorized person and shall continue as a designated authorized person within the meaning of the Act.

9.             Management of Company. Subject to the provisions of the Act, the business and affairs of the Company shall be managed and all its powers shall be exercised by or under the direction the Board of Managers. Each of the Managers shall constitute a “manager” within the meaning of that term set forth in the Act. All actions by the Company that would require approval of the board of directors or stockholders of a corporation formed under Delaware law or for which it would be customary, using good practice, to obtain such approval, shall require the approval of the Board of Managers. Subject to the prior approval of the Board of Managers and to the other provisions of this Agreement, each Manager shall have the authority to exercise all rights, powers and privileges granted by the Act and this Agreement with respect to the Company and its business and affairs.

(a)           Number of Managers; Initial Managers. The number of Managers shall be determined from time to time by the Member. The initial number of Managers shall be one. The initial Manager to hold office from and after the date of this Agreement until his resignation or removal pursuant to this Agreement and until his successor is appointed and qualified pursuant to this Agreement, is as follows: Michael H. McGarry

(b)           Appointment and Removal of Managers. Managers shall be appointed by the Member. Any Manager or the entire Board of Managers may be removed at any time, with or without cause, by the Member. Any person may resign as Manager by delivery of written notice to the Member. Any Manager may be removed for any reason, with or without cause, by the Member.

(c)           Majority Vote; Proxies. The Board of Managers shall act by majority vote of the Managers then in office. Any Manager absent from a meeting of the Board of Managers may be represented by any other Manager, who may object to notice on behalf of, cast the vote of and otherwise exercise the powers of the absent Manager, according to the written instructions, general or specific, provided by such absent Manager, a copy of which instructions shall be given to the Company and the other Managers prior to or at the meeting.

(d)           Vacancies. Any vacancy occurring for any reason on the Board of Managers shall be filled by the Member. A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

(e)           Meetings of Managers. Meetings of the Board of Managers for any purpose or purposes may be called at any time by any Manager. Notice of the time and place of each meeting shall be delivered personally or by telephone to each Manager, or sent by first-class mail, courier service or facsimile transmission or by electronic mail, charges prepaid, addressed to such Manager at his or her address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at his or her last known address. In case such notice is mailed, it shall be deposited in the United States mail at least seven days prior to the time of the holding of

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the meeting. In case such notice is delivered by any other method as above provided, it shall be so delivered at least 48 hours prior to the time of the holding of the meeting. Confirmation of delivery by courier, facsimile transmission or electronic mail shall constitute conclusive evidence of such delivery. Delivery to a Manager of notice of the time and place of a meeting of Managers by any of the means specified in this subsection shall constitute due, legal and personal notice to such Manager.

(f)            Quorum; Participation in Meetings By Conference Telephone Permitted. Except as hereinafter provided, presence of at least a majority of the authorized number of Managers at a meeting of the Board of Managers constitutes a quorum for the transaction of business. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can communicate with and hear one another.

(g)            Place of Meetings. Meetings of the Board of Managers shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Managers. In the absence of such designation, meetings of the Board of Managers shall be held at the principal executive office of the Company.

(h)           Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

(i)            Action by Board of Managers Without a Meeting. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the Managers entitled to vote thereon were present and voted. Such written consent or consents may be in counterparts and transmitted by facsimile or electronic mail and shall be filed with the minutes of the proceedings of the Board of Managers. Such actions by written consent shall have the same force and effect as a vote of the Board of Managers.

10.          Officers. The Board of Managers may, from time to time, designate one or more persons to be officers of the Company. Any officers so designated shall have such authority and perform such duties as the Board of Managers may, from time to time, prescribe or as may be provided in this Agreement. The Board of Managers may assign titles to particular officers. Unless the Board of Managers otherwise specifies, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board of Managers pursuant to this Section 10. Except as otherwise provided in this Section 10, each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her

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death or until he or she shall resign or shall have been removed. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Managers.

(a)           President. Subject to any limitations imposed by this Agreement, the Act, or any determination by the Board of Managers, the President (subject to the general control of the Board of Managers) shall be the chief executive officer of the Company and, as such, shall be responsible for the management and direction of the day-to-day business and affairs of the Company, its officers, employees and agents, shall supervise generally the affairs of the Company, and shall have full authority to execute all documents and take all actions that the Company may legally take. Any person or entity dealing with the Company may rely on the authority of the President as to all such Company actions without further inquiry. The President shall exercise such other powers and perform such other duties as may be assigned to him or her by this Agreement or the Board of Managers.

(b)           Senior Vice President. The Company may have one or more Senior Vice Presidents, who shall exercise such other powers and perform such other duties as may be assigned to them by this Agreement or the Board of Managers.

(c)           Vice Presidents. The Company may have one or more Vice Presidents, who shall exercise such other powers and perform such other duties as may be assigned to them by this Agreement or the Board of Managers.

(d)           Treasurer. The Company may have a Treasurer, who shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement or the Board of Managers.

11.          Indemnification of Managers, Officers and Other Authorized Representatives.

(a)           Indemnification of Authorized Representative in Third Party Proceedings. The Company shall indemnify, to the fullest extent permitted by the Act as now or hereafter in effect, any person (i) who was or is an “authorized representative” of the Company (which shall mean for purposes of this Section 11 a Manager or officer of the Company, or a person serving at the request of the Company as a manager, director, officer, or trustee, of another corporation, partnership, joint venture, trust or other enterprise) (each such authorized representative, an “Authorized Representative”) and (ii) who was or is a “party” (which shall include for purposes of this Section 11 the giving of testimony or similar involvement) or is threatened to be made a party to any “third party proceeding” (which shall mean for purposes of this Section 11 any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Company) by reason of the fact that such person was or is an Authorized Representative, against expenses (which shall include for purposes of this Section 11 attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonable incurred by such Authorized Representative in connection with such third party proceeding if such Authorized

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Representative acted in good faith and in a manner such Authorized Representative reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal third party proceeding (including any action or investigation that could or does lead to a criminal third party proceeding) had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, indictment, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Authorized Representative did not act in good faith and in a manner which such Authorized Representative reasonably believed to be in or not opposed to, the best interests of the Company, or, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.

(b)           Indemnification of Authorized Representatives in Corporate Proceedings. The Company shall indemnify, to the fullest extent permitted by the Act as now or hereafter in effect, any Authorized Representative who was or is a party or is threatened to be made a party to any “corporate proceeding” (which shall mean for the purposes of this Section 11 any threatened, pending or competed action or suit by or in the right of the Company to procure a judgment in its favor or investigative proceeding by the Company) by reason of the fact that such person was or is an Authorized Representative, against expenses actually and reasonably incurred by such Authorized Representative in connection with the defense or settlement of such corporate action if such Authorized Representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Authorized Representative shall have been adjudged to be liable for negligence or misconduct in the performance of such Authorized Representative’s duty to the Company unless and only to the extent that the Delaware Court of Chancery (“Court of Chancery”) or the court in which such corporate proceeding was pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Authorized Representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)           Mandatory Indemnification of Authorized Representatives. To the extent that an Authorized Representative has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such Authorized Representative shall be indemnified against expenses actually and reasonably incurred by such Authorized Representative in connection therewith without the necessity of a determination set forth in subsection (d) of this Section 11.

(d)           Determination of Entitlement to Indemnification. Any indemnification under subsections (a) through (c) of this Section 11 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Authorized Representative is proper in the circumstances because such Authorized Representative has either met the applicable standard of conduct set forth in subsections (a) or (b) of this Section 11 or had been successful on the merits or otherwise as set forth in subsection (c) of this Section 11 and

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that the amount requested has been actually and reasonably incurred. Such determination shall be made:

(i)            by a majority vote of the Managers who are not parties to such third party or corporate proceeding, even though less than a quorum;

(ii)           by a committee of such Managers designated by a majority vote of Managers who are not parties to such third party or corporate proceeding, even though less than a quorum;

(iii)          if there are no such Managers, or, even if such Managers are available and a majority of such Managers so directs, by independent legal counsel in written opinion; or

(iv)          by the Member.

(e)           Advancing Expenses. To the fullest extent not prohibited by applicable law, expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an Authorized Representative by the Company in advance of the final disposition of such third party or corporate proceeding as authorized in the manner provided in subsection (d) of this Section 11 upon receipt of an undertaking by or on behalf of the Authorized Representative to repay such amount unless it shall ultimately be determined that such Authorized Representative is entitled to be indemnified by the Company as authorized in this Section 11. The financial ability of such Authorized Representative to make such repayment shall not be a prerequisite to the making of an advance.

(f)            Indemnification by a Court. Notwithstanding any contrary determination in the specific case under subsection (d) of this Section 11, and notwithstanding the absence of any determination thereunder, any Authorized Representative may apply to the Court of Chancery for indemnification to the extent otherwise permissible under subsections (a) or (b) of this Section 11. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Authorized Representative is proper in the circumstances because such Authorized Representative has met the applicable standards of conduct set forth in subsections (a) or (b) of this Section 11, as the case may be. Neither a contrary determination in the specific case under subsection (d) of this Section 11 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Authorized Representative seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this subsection (f) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Authorized Representative seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(g)           Notwithstanding anything contained in this Section 11 to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by subsection (f) of this Section 11), the Company shall not be obligated to

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indemnify any Authorized Representative in connection with a proceeding (or part thereof) initiated by such Authorized Representative unless such proceeding (or part thereof) was authorized or consented to by the Board of Managers.

(h)           Indemnification of Employees and Agents. The Company may, to the extent authorized from time to time by the Board of Managers, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred in this Section 11 to Managers and officers of the Company.

(i)            Effect of Amendment or Repeal. Neither any amendment or repeal of any provision of this Section 11, nor the adoption of any provision of the certificate of formation inconsistent with this Section 11 shall adversely affect any right or protection of any Authorized Representative established pursuant to this Section 11 existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Section 11, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Section 11, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.

(j)            Insurance. To the fullest extent permitted by applicable law, the Company may purchase and maintain insurance on behalf of any Authorized Representative against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Authorized Representative against such liability under the provisions of this Section 11.

(k)          Scope of Section. The indemnification and advancement of expenses of Authorized Representative, as authorized by this Section 11, shall (a) not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of Members or disinterested Managers or otherwise, both as to action in an official capacity and as to action in another capacity, (b) continue as to a person who has ceased to be an Authorized Representative and (c) inure to the benefit of the heirs, executors and administrators of such a person.

(l)            Reliance on Provisions. Each person who shall act as an Authorized Representative of the Company shall be deemed to be doing so in reliance upon rights of indemnification provided by this Section 11.

12.          Distributions and Allocations. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member.

13.          Capital Accounts. At all times during a No Tax Entity Period (as defined in Section 14 below), the Company shall not be required to establish or maintain capital accounts. At all other times, as necessary, a capital account shall be maintained for the Member in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

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14.          Tax Status. For United States federal income tax purposes, at all times that the Member owns 100% of the Membership Interests in the Company (a “No Tax Entity Period”), the Company and the Member desire and intend that the Company be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3. Accordingly, no election will be made to treat the Company as a corporation for income tax purposes.

15.          Transfer of Membership Interests. The Member may transfer its Membership Interests in the Company. The Board of Managers or its designated officer shall be authorized to provide such revisions or amendments to Schedule I as may be necessary from time to time to reflect changes effected in accordance with this Agreement in the membership of the Company. By acceptance of the transfer of the Membership Interests, the transferee of the Membership Interests (i) shall be admitted to the Company as the Member when any such transfer is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of, and shall be deemed to have executed, this Agreement, (iii) shall become the record holder of the Membership Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement and (v) makes the consents and waivers contained in this Agreement.

16.          Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member.

17.          Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

18.          Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Member has duly executed this Agreement as of the date first written above.

PPG INDUSTRIES, INC.
a Pennsylvania corporation
	/s/ Michael H. McGarry
	Name: Michael H. McGarry
	Title: Executive Vice President

[Signature Page to LLC Agreement]

EX-3.17

Exhibit 3.17

STATE OF LOUISIANA	:	COMMONWEALTH OF PENNSYLVANIA
PARISH OF CALCASIEU	:	COUNTY OF ALLEGHENY

BE IT KNOWN: That on this l9th day of November, 1986, before me, the undersigned Notary Public in and for the County of Allegheny and Commonwealth of Pennsylvania, personally came and appeared the undersigned subscriber of the full age of majority, who declared to me, in the presence of the undersigned competent witnesses, that, availing itself of the provisions of the Louisiana Business Corporation Law (Title 12, Chapter 1, Louisiana Revised Statutes of 1950, as revised and codified by Act 105 of 1968, Legislature of Louisiana, as subsequently amended), it does hereby organize itself, its successors and assigns, into a corporation in pursuance of that law, under and in accordance with the following articles of incorporation:

ARTICLE I

NAME

The name of this corporation is PPG Pipeline, Inc.

ARTICLE II

OBJECT

The objects for which this corporation is formed are as follows:

1.             To engage in and carry on the petroleum business and the various branches thereof, including, but not by way of limitation, prospecting and exploration for, production, exploitation, storage, transportation by pipeline or in any other manner, purchase and sale, refining, treating, processing, compounding, preparation for market, and the marketing of oil, gas and other hydrocarbons, and their products and by-products.

2.             To engage in and carry on the petrochemical business and the various branches thereof, including, but not by way of limitation, the manufacture, production, storage, transportation, purchase and sale, refining, treating, compounding, preparation, and marketing of any and all products and by-products which can be manufactured from petroleum hydrocarbons.

3.             To engage in and carry on the business of manufacturing and merchandising generally, including, but not by way of limitation, the manufacture, transportation, purchase and sale, and marketing of materials, supplies, and products of any and all nature.

4.             To borrow money from other persons, firms or corporations; to execute mortgages jointly with other persons, firms or corporations affecting both the property belonging to this corporation and property belonging to other persons, firms or corporations or to either; to mortgage or

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otherwise pledge or give as security all property of every nature and kind whatsoever as security for obligations of the corporation or for others; to execute promissory notes, mortgages and other obligations, contracts and undertakings, jointly and in solido (or jointly and severally) with other persons, firms or corporations; or to assign, endorse or otherwise guarantee the obligations of other persons, firms or corporations secured or unsecured.

5.             To enter into any business lawful under the laws of the State of Louisiana, either for its own account, or for the account of others, as agent, and either as agent or principal, to enter upon or engage in any kind of other lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE III

DURATION

The duration of this corporation shall be in perpetuity, or such maximum period as may be authorized by the laws of Louisiana.

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ARTICLE IV

AUTHORIZED CAPITAL

The corporation has the authority to issue 100,000 shares of its capital stock, all of which are common shares of no par value.

ARTICLE V

INCORPORATOR

The incorporator’s name and address is:

PPG Industries, Inc.,

a Pennsylvania Corporation

One PPG Place

Pittsburgh, Pennsylvania 15272

ARTICLE VI

DIRECTORS

1.             Unless and until otherwise provided in the by-laws, all of the corporate powers of this corporation shall be vested in, and all of the business and affairs of this corporation shall be managed by a board of not less than three, nor more than seven directors. The number of directors may be increased or decreased within the limits above provided by a majority vote of the directors. The initial number of directors is three.

2.             Any director absent from a meeting of the Board or any committee thereof may be represented by any other director or shareholder, who may cast the absent director’s vote according to his written instructions, general or special.

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ARTICLE VII

PURCHASE AND REDEMPTION OF SHARES

The corporation may purchase or redeem its own shares in the manner and on the conditions permitted and provided in Section 55 of the Business Corporation Law or other applicable law, and as may be authorized by the Board of Directors. Shares so purchased shall be considered treasury shares, and may be reissued and disposed of as authorized by law, or may be cancelled and the capital stock reduced, as the Board of Directors may, from time to time, determine in accordance with law.

ARTICLE VIII

CAPITAL SURPLUS AND DIVIDENDS

The Board of Directors shall have such power and authority with respect to capital, surplus and dividends, including allocation, increases, reduction, utilization, distribution and payment, as is permitted and provided in Sections 61, 62 and 63 of the Business Corporation Law or other applicable law.

ARTICLE IX

CORPORATE ACTION OF SHAREHOLDERS

Any corporate action of shareholders, including specifically, but not by way of limitation, adoption of amendments to the Articles, approval of merger and consolidation agreements, and authorization of voluntary

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disposition of all or substantially all of the corporate assets, may be taken on affirmative vote of a majority of the voting power present.

ARTICLE X

PREEMPTIVE RIGHTS

Shareholders shall have preemptive rights.

ARTICLE XI

UNCLAIMED DIVIDENDS

Cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price or deliver the certificates for the shares to such stockholders within such time, shall, at the expiration of such time, revert in full ownership to the corporation, and the corporation’s obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease.

ARTICLE XII

CONSENTS TO CORPORATE ACTION

Consents in writing to corporate action may be signed by the shareholders having that proportion of the

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total voting power which would be required to authorize or constitute such action at a meeting of the shareholders.

THUS DONE AND SIGNED at my office in the City of Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania, on the day, month and year first hereinabove written, in the presence of the undersigned competent witnesses and me, Notary, after due reading of the whole.

PPG Industries, Inc.,
a Pennsylvania Corporation
by:	/s/ Vice President
	(Vice-President)
	INCORPORATOR

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INITIAL REPORT OF

PPG Pipeline, Inc.

1.The corporation’s registered office is and its post office address is c/o PPG Industries, Inc., Attention: Works Manager, Columbia Southern Road, P. O. Box 1000, Lake Charles, Louisiana 70602.

2.Its registered agent is Stockwell, Sievert, Viccellio, Clements & Shaddock, Fourth Floor, One Lakeside Plaza, Lake Charles, Louisiana 70601.

3.The first directors are:

R. D. Duncan - PPG Pipeline Inc. 1 PPG Place, Pittsburg, PA 15272 Tom G. Brown - Columbia Southern Rd., Lake Charles, LA 70602 Samson J. McMahon- PPG Pipeline Inc, 1 PPG Place, Pittsburg, PA 15272

Dated at Pittsburgh, Pennsylvania, on the 19th day of November, 1986.

PPG Industries, Inc.
by:	/s/ Vice President
	(Vice President)
	INCORPORATOR

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AMENDMENT

TO

ARTICLES OF INCORPORATION OF

PPG PIPELINE, INC.

The undersigned, acting pursuant to the Corporation Law of Louisiana, hereby amends the name of the corporation in Article 1 from PPG Pipeline, Inc. to Eagle Pipeline, Inc. The sole shareholder of the corporation consented to amend Article 1 as follows:

Article 1

The name of the corporation is Eagle Pipeline, Inc.

The amendment has been adopted by Consent of the Sole Shareholder dated November 15, 2012.

THUS DONE AND PASSED on the 15th day of November, 2012, signed in Pittsburgh, Allegheny County, Pennsylvania, before the undersigned Notary Public.

PPG INDUSTRIES, INC.
By	/s/ Michael H. McGarry
	Michael H. McGarry
	Executive Vice President

/s/ Suzanne L. Seitz

Notary Public

Printed Name: Suzanne L. Seitz

PAN Notary No.: 138058

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Suzanne L. Seitz, Notary Public

City of Pittsburgh, Allegheny County

My Commission Expires Nov. 4, 2015

MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES

EX-3.18

Exhibit 3.18

BYLAWS

OF

PPG Pipeline, Inc. (now known as Eagle Pipeline, Inc.)

ARTICLE I.

Shareholders

Section 1.Place of Holding Meetings.  All meetings of the shareholders shall be held at the principal business office of the corporation in Lake Charles, Louisiana, or at such other place as may be specified in the notice of the meeting.

Section 2.Annual Election of Directors.  The annual meeting of shareholders for the election of Directors, and the transaction of other business, shall be held at the corporation’s registered office on the 15th day of September of each year, or the first business day thereafter when such day is a generally observed business holiday, beginning with the year 1987.

Section 3.Voting.

(a)On demand of any shareholder, the vote for Directors, or on any question before a meeting, shall be by ballot. All elections shall be had by plurality, and all questions decided by majority, of the votes cast, except as otherwise provided by the articles or by law.

(b)At each meeting of shareholders, a list of the shareholders entitled to vote, arranged alphabetically and

certified by the Secretary showing the number and class of shares held by each such shareholder on the record date of the meeting, shall be produced on the request of any shareholder.

Section 4.Quorum.  Except as provided in the next section hereof, any number of shareholders, together holding at least a majority of the outstanding shares entitled to vote, who are present in person or represented by proxy at any meeting, constitute a quorum for the transaction of business despite the subsequent withdrawal or refusal to-vote of any shareholder.

Section 5.Adjournment of Meeting.  If less than a quorum is in attendance at any time for which a meeting is called, the meeting may, after the lapse of at least half an hour, be adjourned by a majority in interest of the shareholders present or represented and entitled to vote thereat. If notice of such adjourned meeting is sent to the shareholders entitled to vote at the meeting, stating the purpose or purposes of the meeting and that the previous meeting failed for lack of a quorum, then any number of shareholders, present in person or represented by proxy, and together holding at least one-fourth of the outstanding shares entitled to vote thereat, constitutes a quorum at the adjourned meeting.

Section 6.Special Meetings:  How Called. Special meetings of the shareholders for any purpose or purposes may

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be called by the President or by resolution of the Directors, and shall be called upon a written request therefor, stating the purpose or purposes thereof, delivered to the Secretary and signed by a majority of the Directors or by one-fifth in interest of the shareholders entitled to vote.

Section 7.Notice of Shareholders’ Meetings.  Written or printed notices, stating the place and time of any meeting, and, if a special meeting, the general nature of the business to be considered, shall be given to each shareholder entitled to vote thereat, at his last known address, at least ten days before the meeting in the case of an annual meeting and five days before the meeting in the case of a special meeting. Any irregularity in the notice of an annual meeting held at the corporation’s principal business office at the time prescribed in Section 2 of this Article I, shall not affect the validity of the meeting or any action taken thereat.

Section 8.Order of Business.  The order of business of all meetings of the shareholders shall be as follows:

1.Roll Call.

2.Proof of notice of meeting or waiver of notice.

3.Reading of minutes of preceding meeting.

4.Reports of Officers.

5.Reports of Committees.

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6.Election of Directors.

7.Unfinished business.

8.New business.

ARTICLE II.

Directors

Section 1.Number of Directors.  The number of Directors shall be three.

Section 2.Place of Holding Meetings.  Meetings of the Directors, regular or special, may be held at any place, within or outside Louisiana, as the Board may determine.

Section 3.First Meeting.  The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of shareholders, and no notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting, provided a quorum is present; or they may meet at such time and place as fixed by the consent in writing of all of the Directors, or by notice given by the majority to the remaining Directors. At the first meeting, or at any subsequent meeting called for the purpose, the Directors shall elect the officers of the corporation.

Section 4.Regular Directors’ Meetings:  Regular meetings of the Directors may be held without notice, at such time and place as may be designated by the Directors.

Section 5.Special Directors’ Meetings:  How Called.  Special meetings of the Directors may be called at

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any time by the Board of Directors or by the executive committee, if one be constituted, by vote at a meeting, or by a majority of the Directors or of the members of the executive committee or by the President. Special meetings may be held at such place or places within or outside Louisiana as may be designated in the notice thereof.

Section 6.Notice of Special Directors’ Meetings.  Notice of the place and time of every special meeting of the Board of Directors (and of the first meeting of the newly elected Board, if held on notice) shall be delivered to each Director, or sent to him by telegraph or by mail, or by leaving the same at his residence or usual place of business, at least two days before the date of the meeting.

Section 7.Quorum.  At all meetings of the Board, a majority of the Directors in office and qualified to act constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which a quorum is present is the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by law, the articles or these bylaws. If a quorum is not present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. If a quorum be present, the Directors present may continue to act by vote of a majority of a quorum until adjournment,

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notwithstanding the subsequent withdrawal of enough Directors to leave less than a quorum or the refusal of any Directors present to vote.

Section 8.Remuneration to Directors.  Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, expenses of attendance, if any, and, except as to salaried officers or employees of the corporation or an affiliated company, a fixed fee may be allowed to Directors for attendance at each regular or special meeting of the Board or of any committee thereof; but this Section does not preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 9.Powers of Directors.  The Board of Directors has the management of the business of the corporation, and subject to any restrictions imposed by law, the articles or these bylaws, may exercise all the powers of the corporation. Without prejudice to such general powers, the Directors have the following specific powers:

(a)From time to time, to devolve the powers and duties of any officer upon any other person for the time being.

(b)To confer upon any officer the power to appoint, remove and suspend, and fix and change the compensation of, subordinate officers, agents and factors.

(c)To determine who shall be entitled to vote, or to assign and transfer any shares of stock, bonds, debentures or other securities of other corporations held by this corporation.

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(d)To delegate any of the powers of the Board to any standing or special committee or to any officer or agent (with power to subdelegate) upon such terms as they deem fit.

Section 10.Resignations.  The resignation of a Direction shall take effect on receipt thereof by the President or Secretary.

ARTICLE III.

Committees

Section 1.Executive Committee.  If an executive committee is appointed, the President shall be a member; and the committee shall have all of the powers of the Board when the Board is not in session, except the power to declare dividends, issue or authorize the sale of stock, make or alter bylaws, fill vacancies on the Board or the executive committee, or change the membership of the executive committee.

Section 2.Minutes of Meetings of Committees.  Any committees designated by the Board shall keep regular minutes of their proceedings, and shall report the same to the Board when required, but no approval by the Board of any action properly taken by a committee shall be required.

Section 3.Procedure. If the Board fails to designate the chairman of a committee, the President, if a member, shall be chairman. Each committee shall meet at such times as it shall determine, and at any time on call of the chairman. A majority of a committee constitutes a quorum,

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and a committee may take action either by vote of a majority of the members present at any meeting at which there is a quorum or by written concurrence of a majority of the members. In case of absence or disqualification of a member of a committee at any meeting thereof, the qualified members present, whether or not they constitute a quorum, may unanimously appoint a Director to act in place of the absent or disqualified member. The Board has power to change the members of any committee at any time, to fill vacancies, and to discharge any committee at any time.

ARTICLE IV.

Officers

Section 1.Titles.  The officers of the corporation shall be a President, one or more Vice-Presidents, a Treasurer, a Secretary, and such other officers as may, from time to time, be elected or appointed by the Board. Any two officers may be combined in the same person, and none need be a Director.

Section 2.President.  The President shall, when present, preside at all meetings of the Directors and shareholders. He is the chief executive officer, with general management of the corporation’s business and power to make contracts in the ordinary course of business; shall see that all orders and resolutions of the Board are carried into effect and direct the other officers in the performance of their duties; has power to execute all authorized

8

instruments; and shall generally perform all acts incident to the office of President, or which are authorized or required by law, or which are incumbent upon him under the provisions of the articles and these bylaws.

Section 3.Vice-President.  Each Vice-President shall have such powers, and shall perform such duties, as shall be assigned to him by the Directors or by the President, and, in the order determined by the Board, shall, in the absence or disability of the President, perform his duties and exercise his powers.

Section 4.Treasurer.  The Treasurer has custody of all funds, securities, evidences of indebtedness and other valuable documents of the corporation. He shall receive and give, or cause to be given, receipts and acquittances for moneys paid in on account of the corporation, and shall pay out of the funds on hand all just debts of the corporation of whatever nature, when due. He shall enter, or cause to be entered, in books of the corporation to be kept for that purpose, full and accurate accounts of all moneys received and paid out on account of the corporation, and, whenever required by the President or the Directors, he shall render a statement of his accounts. He shall keep or cause to be kept such books as will show a true record of the expenses, gains, losses, assets and liabilities of the corporation; and he shall perform all of the other duties incident to the office of Treasurer. If required by the Board, he shall give the

9

corporation a bond for the faithful discharge of his duties and for restoration to the corporation, upon termination of his tenure, of all property of the corporation under his control.

Section 5.Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of shareholders, Directors and committees, and all other notices required by law or by these bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by the shareholders or Directors upon whose request the meeting is called as provided in these bylaws. He shall record all the proceedings of the meetings of the shareholders, of the Directors, and of committees in a book to be kept for that purpose. Except as otherwise determined by the Directors, he has charge of the original stock books, transfer books and stock ledgers, and shall act as transfer agent in respect of the stock and other securities issued by the corporation. He has custody of the seal of the corporation, and shall affix it to all instruments requiring it; and he shall perform such other duties as may be assigned to him by the Directors or the President.

Section 6.Assistants.  Assistant Secretaries or Treasurers shall have such duties as may be delegated to them by the Secretary and Treasurer respectively.

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ARTICLE V.

Capital Stock

Section 1.Certificates of Stock.  Certificates of stock, numbered, and with the seal of the corporation affixed, signed by the President or a Vice-President, and the Treasurer or Secretary, shall be issued to each shareholder, certifying the number of shares owned by him in the corporation. If the stock certificates are countersigned by a transfer agent and a registrar, the signatures of the corporate officers may be facsimile.

Section 2.Lost Certificates.  A new certificate of stock may be issued in place of any certificate theretofore issued by the corporation, alleged to have been lost, stolen, mutilated or destroyed, or mailed and not received; and the Directors may in their discretion require the owner of the replaced certificate to give the corporation a bond, unlimited as to stated amount, to indemnify the company against any claim which may be made against it on account of the replacement of the certificate or any payment made or other action taken in respect thereof.

Section 3.Transfer of Shares.  Shares of stock of the corporation are transferable only on its books, by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer, the old certificates shall be surrendered to the person in charge of the stock transfer records, by whom they shall be

11

cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer, and whenever a transfer is made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. The Board may make regulations concerning the transfer of shares, and may in their discretion authorize the transfer of shares from the names of deceased persons whose estates are not administered, upon receipt of such indemnity as they may require.

Section 4.Record Dates.  The Board may fix a record date for determining shareholders of record for any purpose, such date to be not more than sixty (60) days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not more than ten (10) days, prior to the date of the action for which the date is fixed.

Section 5.Transfer Agents, Registrars.  The Board may appoint and remove one or more transfer agents and registrars for any class of stock. If such appointments are made, the transfer agents shall effect original issuances of stock certificates and transfers of shares, record and advise the corporation and one another of such issuances and transfers, countersign and deliver stock certificates, and keep the stock, transfer and other pertinent records; and the registrars shall prevent overissues by registering and countersigning all stock certificates issued. A transfer

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agent and registrar may be identical. The transfer agents and registrars, when covered with the company as obligees by an indemnity bond substantially in a form, and issued by a surety company, approved by the corporation’s general counsel and providing indemnity unlimited in stated amount, or in form and amount and signed by a surety approved by the Board, and upon receipt of an appropriate affidavit and indemnity agreement, may (a) countersign, register and deliver, in place of any stock certificate alleged to have been lost, stolen, destroyed or mutilated, or to have been mailed and not received, a replacement certificate for the same number of shares, and make any payment, credit, transfer, issuance, conversion or exchange to which the holder may be entitled in respect of such replaced certificate, without surrender thereof for cancellation, and (b) effect transfers of shares from the names of deceased persons whose estates (not exceeding $1,000 in gross asset value) are not administered.

ARTICLE VI.

Miscellaneous Provisions

Section 1.Corporate Seal.  The corporate seal is circular in form, and contains the name of the corporation and the words “SEAL, LOUISIANA”. The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or otherwise reproduced.

Section 2.Checks, Drafts, Notes.  All checks, drafts, other orders for the payment of money, and notes or

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other evidences of indebtedness, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall, from time to time, be determined by the Board.

Section 3.Fiscal Year.  The fiscal year of the corporation begins on January 1.

Section 4.Notice.  Whenever any notice is required by these bylaws to be given, personal notice is not meant unless expressly so stated; any notice is sufficient if given by depositing the same in a mail receptacle in a sealed postpaid envelope addressed to the person entitled thereto at his last known address as it appears on the records of the corporation; and such notice is deemed to have been given on the day of such mailing.

Section 5.Waiver of Notice.  Whenever any notice of the time, place or purpose of any meeting of shareholders, Directors or committees is required by law, the articles or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting before or after the holding thereof, or actual attendance at a meeting of shareholders, Directors, or committees, in person or by proxy, is equivalent to the giving of such notice except as otherwise provided by law.

ARTICLE VII.

Amendments

The shareholders or the Directors, by affirmative vote of a majority of those present or represented, may, at

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any meeting, amend or alter any of the bylaws; subject, however, to the right of the shareholders to change or repeal any bylaws made or amended by the Directors.

Adopted by the Directors on this 19th day of November, 1986.

/s/ R. D. Duncan

R. D. DUNCAN

/s/ Tom G. Brown

TOM G. BROWN

/s/ Samson J. McMahon

SAMSON J. McMAHON

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EX-3.19

Exhibit 3.19

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:18 PM 10/22/2012

FILED 12:04 PM 10/22/2012

SRV 121150781 — 5230831 FILE

CERTIFICATE OF FORMATION

of

Eagle US 2 LLC

This Certificate of Formation of Eagle US 2 LLC (the “LLC”), dated October 22, 2012, is being duly executed and filed by Lauren D. Gojkovich, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.)

FIRST, The name of the limited liability formed hereby is:

Eagle US 2 LLC

SECOND, The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

THIRD, The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, State of Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Lauren D. Gojkovich

Lauren D. Gojkovich, Authorized Person

EX-3.20

Exhibit 3.20

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF

EAGLE US 2 LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Eagle US 2 LLC (the “Company”) is effective as of October 22, 2012.

1.Formation of Limited Liability Company.  The Member (as defined below) hereby agrees to form the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C§ 18-101, et seq., as it may be amended from time to time, and any successor to such statute (the “Act”). The rights and obligations of the Member and the administration and termination of the Company shall be governed by this Agreement and the Act. This Agreement shall be considered the “Limited Liability Company Agreement” of the Company within the meaning of the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control to the extent permitted by law.

2.Members.  The identity and address of the member of the Company (the “Member”) and its percentage membership interest of the Member in the Company (“Membership Interest”) is set forth on Schedule I attached hereto, which Schedule may be amended from time to time by the Member to reflect the substitution of the Member and the address of such substituted Member effected in accordance with the terms of this Agreement.1

3.Capital Subscriptions.  Simultaneously with the execution hereof, the Member is contributing $1.00 to the Company in exchange for its Membership Interest. The Member may contribute cash or other property to the Company as it shall decide, from time to time.

4.Purpose.  The purpose of the Company is to engage in any and all businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

5.Name.  The name of the Company shall be “Eagle US 2 LLC”.

6.Registered Agent and Principal Office.  The registered office and registered agent of the Company in the State of Delaware shall be as the Board of Managers may designate from time to time. The Company may have such other offices as the Board of Managers may designate from time to time.

7.Term of Company.  The Company shall commence on the date a Certificate of Formation first is properly filed with the Secretary of State of the State of Delaware and shall continue in existence in perpetuity unless its business and affairs are earlier wound up following dissolution at such time as this Agreement or the Act may specify.

8.Authorized Person.  Lauren D. Gojkovich is hereby designated as an authorized person within the meaning of the Act, and shall have the power and authority to execute, deliver and file the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation her powers as

(1)Eagle Spinco Inc. is the successor-in-interest to the interests, rights and obligations of the Member under this agreement.

authorized person shall cease, and the Managers thereupon shall each become a designated authorized person and shall continue as a designated authorized person within the meaning of the Act.

9.Management of Company.  Subject to the provisions of the Act, the business and affairs of the Company shall be managed and all its powers shall be exercised by or under the direction the Board of Managers. Each of the Managers shall constitute a “manager” within the meaning of that term set forth in the Act. All actions by the Company that would require approval of the board of directors or stockholders of a corporation formed under Delaware law or for which it would be customary, using good practice, to obtain such approval, shall require the approval of the Board of Managers. Subject to the prior approval of the Board of Managers and to the other provisions of this Agreement, each Manager shall have the authority to exercise all rights, powers and privileges granted by the Act and this Agreement with respect to the Company and its business and affairs.

(a)Number of Managers; Initial Managers.  The number of Managers shall be determined from time to time by the Member. The initial number of Managers shall be one. The initial Manager to hold office from and after the date of this Agreement until his resignation or removal pursuant to this Agreement and until his successor is appointed and qualified pursuant to this Agreement, is as follows: Michael H. McGarry

(b)Appointment and Removal of Managers.  Managers shall be appointed by the Member. Any Manager or the entire Board of Managers may be removed at any time, with or without cause, by the Member. Any person may resign as Manager by delivery of written notice to the Member. Any Manager may be removed for any reason, with or without cause, by the Member.

(c)Majority Vote; Proxies.  The Board of Managers shall act by majority vote of the Managers then in office. Any Manager absent from a meeting of the Board of Managers may be represented by any other Manager, who may object to notice on behalf of, cast the vote of and otherwise exercise the powers of the absent Manager, according to the written instructions, general or specific, provided by such absent Manager, a copy of which instructions shall be given to the Company and the other Managers prior to or at the meeting.

(d)Vacancies.  Any vacancy occurring for any reason on the Board of Managers shall be filled by the Member. A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

(e)Meetings of Managers.  Meetings of the Board of Managers for any purpose or purposes may be called at any time by any Manager. Notice of the time and place of each meeting shall be delivered personally or by telephone to each Manager, or sent by first-class mail, courier service or facsimile transmission or by electronic mail, charges prepaid, addressed to such Manager at his or her address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at his or her last known address. In case such notice is mailed, it shall be deposited in the United States mail at least seven days prior to the time of the holding of

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the meeting. In case such notice is delivered by any other method as above provided, it shall be so delivered at least 48 hours prior to the time of the holding of the meeting. Confirmation of delivery by courier, facsimile transmission or electronic mail shall constitute conclusive evidence of such delivery. Delivery to a Manager of notice of the time and place of a meeting of Managers by any of the means specified in this subsection shall constitute due, legal and personal notice to such Manager.

(f)Quorum; Participation in Meetings By Conference Telephone Permitted.  Except as hereinafter provided, presence of at least a majority of the authorized number of Managers at a meeting of the Board of Managers constitutes a quorum for the transaction of business. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can communicate with and hear one another.

(g)Place of Meetings.  Meetings of the Board of Managers shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Managers. In the absence of such designation, meetings of the Board of Managers shall be held at the principal executive office of the Company.

(h)Waiver of Notice; Consent to Meeting.  Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

(i)Action by Board of Managers Without a Meeting.  Any action required or permitted to be taken by the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the Managers entitled to vote thereon were present and voted. Such written consent or consents may be in counterparts and transmitted by facsimile or electronic mail and shall be filed with the minutes of the proceedings of the Board of Managers. Such actions by written consent shall have the same force and effect as a vote of the Board of Managers.

10.Officers.  The Board of Managers may, from time to time, designate one or more persons to be officers of the Company. Any officers so designated shall have such authority and perform such duties as the Board of Managers may, from time to time, prescribe or as may be provided in this Agreement. The Board of Managers may assign titles to particular officers. Unless the Board of Managers otherwise specifies, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board of Managers pursuant to this Section 10. Except as otherwise provided in this Section 10, each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her

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death or until he or she shall resign or shall have been removed. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Managers.

(a)President.  Subject to any limitations imposed by this Agreement, the Act, or any determination by the Board of Managers, the President (subject to the general control of the Board of Managers) shall be the chief executive officer of the Company and, as such, shall be responsible for the management and direction of the day-to-day business and affairs of the Company, its officers, employees and agents, shall supervise generally the affairs of the Company, and shall have full authority to execute all documents and take all actions that the Company may legally take. Any person or entity dealing with the Company may rely on the authority of the President as to all such Company actions without further inquiry. The President shall exercise such other powers and perform such other duties as may be assigned to him or her by this Agreement or the Board of Managers.

(b)Senior Vice President.  The Company may have one or more Senior Vice Presidents, who shall exercise such other powers and perform such other duties as may be assigned to them by this Agreement or the Board of Managers.

(c)Vice Presidents.  The Company may have one or more Vice Presidents, who shall exercise such other powers and perform such other duties as may be assigned to them by this Agreement or the Board of Managers.

(d)Treasurer.  The Company may have a Treasurer, who shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement or the Board of Managers.

11.Indemnification of Managers, Officers and Other Authorized Representatives.

(a)Indemnification of Authorized Representative in Third Party Proceedings.  The Company shall indemnify, to the fullest extent permitted by the Act as now or hereafter in effect, any person (i) who was or is an “authorized representative” of the Company (which shall mean for purposes of this Section 11 a Manager or officer of the Company, or a person serving at the request of the Company as a manager, director, officer, or trustee, of another corporation, partnership, joint venture, trust or other enterprise) (each such authorized representative, an “Authorized Representative”) and (ii) who was or is a “party” (which shall include for purposes of this Section 11 the giving of testimony or similar involvement) or is threatened to be made a party to any “third party proceeding” (which shall mean for purposes of this Section 11 any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Company) by reason of the fact that such person was or is an Authorized Representative, against expenses (which shall include for purposes of this Section 11 attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonable incurred by such Authorized Representative in connection with such third party proceeding if such Authorized

4

Representative acted in good faith and in a manner such Authorized Representative reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal third party proceeding (including any action or investigation that could or does lead to a criminal third party proceeding) had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, indictment, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Authorized Representative did not act in good faith and in a manner which such Authorized Representative reasonably believed to be in or not opposed to, the best interests of the Company, or, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.

(b)Indemnification of Authorized Representatives in Corporate Proceedings.  The Company shall indemnify, to the fullest extent permitted by the Act as now or hereafter in effect, any Authorized Representative who was or is a party or is threatened to be made a party to any “corporate proceeding” (which shall mean for the purposes of this Section 11 any threatened, pending or competed action or suit by or in the right of the Company to procure a judgment in its favor or investigative proceeding by the Company) by reason of the fact that such person was or is an Authorized Representative, against expenses actually and reasonably incurred by such Authorized Representative in connection with the defense or settlement of such corporate action if such Authorized Representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Authorized Representative shall have been adjudged to be liable for negligence or misconduct in the performance of such Authorized Representative’s duty to the Company unless and only to the extent that the Delaware Court of Chancery (“Court of Chancery”) or the court in which such corporate proceeding was pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Authorized Representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)Mandatory Indemnification of Authorized Representatives.  To the extent that an Authorized Representative has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such Authorized Representative shall be indemnified against expenses actually and reasonably incurred by such Authorized Representative in connection therewith without the necessity of a determination set forth in subsection (d) of this Section 11.

(d)Determination of Entitlement to Indemnification.  Any indemnification under subsections (a) through (c) of this Section 11 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Authorized Representative is proper in the circumstances because such Authorized Representative has either met the applicable standard of conduct set forth in subsections (a) or (b) of this Section 11 or had been successful on the merits or otherwise as set forth in subsection (c) of this Section 11 and

5

that the amount requested has been actually and reasonably incurred. Such determination shall be made:

(i)by a majority vote of the Managers who are not parties to such third party or corporate proceeding, even though less than a quorum;

(ii)by a committee of such Managers designated by a majority vote of Managers who are not parties to such third party or corporate proceeding, even though less than a quorum;

(iii)if there are no such Managers, or, even if such Managers are available and a majority of such Managers so directs, by independent legal counsel in written opinion; or

(iv)by the Member.

(e)Advancing Expenses.  To the fullest extent not prohibited by applicable law, expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an Authorized Representative by the Company in advance of the final disposition of such third party or corporate proceeding as authorized in the manner provided in subsection (d) of this Section 11 upon receipt of an undertaking by or on behalf of the Authorized Representative to repay such amount unless it shall ultimately be determined that such Authorized Representative is entitled to be indemnified by the Company as authorized in this Section 11. The financial ability of such Authorized Representative to make such repayment shall not be a prerequisite to the making of an advance.

(f)Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under subsection (d) of this Section 11, and notwithstanding the absence of any determination thereunder, any Authorized Representative may apply to the Court of Chancery for indemnification to the extent otherwise permissible under subsections (a) or (b) of this Section 11. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Authorized Representative is proper in the circumstances because such Authorized Representative has met the applicable standards of conduct set forth in subsections (a) or (b) of this Section 11, as the case may be. Neither a contrary determination in the specific case under subsection (d) of this Section 11 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Authorized Representative seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this subsection (f) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Authorized Representative seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(g)Notwithstanding anything contained in this Section 11 to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by subsection (f) of this Section 11), the Company shall not be obligated to

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indemnify any Authorized Representative in connection with a proceeding (or part thereof) initiated by such Authorized Representative unless such proceeding (or part thereof) was authorized or consented to by the Board of Managers.

(h)Indemnification of Employees and Agents.  The Company may, to the extent authorized from time to time by the Board of Managers, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred in this Section 11 to Managers and officers of the Company.

(i)Effect of Amendment or Repeal.  Neither any amendment or repeal of any provision of this Section 11, nor the adoption of any provision of the certificate of formation inconsistent with this Section 11 shall adversely affect any right or protection of any Authorized Representative established pursuant to this Section 11 existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Section 11, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Section 11, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.

(j)Insurance.  To the fullest extent permitted by applicable law, the Company may purchase and maintain insurance on behalf of any Authorized Representative against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Authorized Representative against such liability under the provisions of this Section 11.

(k)Scope of Section.  The indemnification and advancement of expenses of Authorized Representative, as authorized by this Section 11, shall (a) not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of Members or disinterested Managers or otherwise, both as to action in an official capacity and as to action in another capacity, (b) continue as to a person who has ceased to be an Authorized Representative and (c) inure to the benefit of the heirs, executors and administrators of such a person.

(l)Reliance on Provisions.  Each person who shall act as an Authorized Representative of the Company shall be deemed to be doing so in reliance upon rights of indemnification provided by this Section 11.

12.Distributions and Allocations.  Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member.

13.Capital Accounts.  At all times during a No Tax Entity Period (as defined in Section 14 below), the Company shall not be required to establish or maintain capital accounts. At all other times, as necessary, a capital account shall be maintained for the Member in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

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14.Tax Status.  For United States federal income tax purposes, at all times that the Member owns 100% of the Membership Interests in the Company (a “No Tax Entity Period”), the Company and the Member desire and intend that the Company be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3. Accordingly, no election will be made to treat the Company as a corporation for income tax purposes.

15.Transfer of Membership Interests.  The Member may transfer its Membership Interests in the Company. The Board of Managers or its designated officer shall be authorized to provide such revisions or amendments to Schedule I as may be necessary from time to time to reflect changes effected in accordance with this Agreement in the membership of the Company. By acceptance of the transfer of the Membership Interests, the transferee of the Membership Interests (i) shall be admitted to the Company as the Member when any such transfer is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of, and shall be deemed to have executed, this Agreement, (iii) shall become the record holder of the Membership Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement and (v) makes the consents and waivers contained in this Agreement.

16.Dissolution and Winding Up.  The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member.

17.Amendments.  This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

18.Governing Law.  The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

[Signature Page Follows]

8

IN WITNESS WHEREOF, the Member has duly executed this Agreement as of the date first written above.

PPG Industries, Inc.
a Pennsylvania corporation
	/s/ Michael H. McGarry
	Name: Michael H. McGarry
	Title: Executive Vice President

[Signature Page to LLC Agreement]

EX-3.21

Exhibit 3.21

Doc ID —> 199926300580Prescribed by J. Kenneth BlackwellPlease obtain fee amount and mailing instructions from the FormsInventory List (using the 3 digit form # located at the bottom of thisform Yes form). To obtain the Forms Inventory List or for assistance, pleasecall Customer Service:Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)Expedite this formYesARTICLES OF ORGANIZATION(Under Section 1705.04 of the Ohio Revised Code)Limited Liability CompanyThe undersigned, desiring to form a limited liability Company, under Chapter 1705 of the Ohio Revised Code, do hereby state the following:FIRST: The name of said limited liability company shall be:Crane Siding Company LLC(the name must include the words “limited liability company”, “limited”, “Ltd.”, “Ltd.”, “LLC”. or “L.L.C.”)SECOND: This limited liability company shall exist for a period of time commencing with the filing of these Articles of Organization with the Ohio Secretary of State through December 31, 2028, unless earlier terminated by operation of law or the provisions of the company’s operating agreement.THIRD: The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is:2141 Fairwood Avenue(street address or post office box)Columbus , Ohio 43207(city, village, or township) (state) (zip code)Please check this box If additional provisions are attached heret Provisions attached hereto are incorporated herein and made a part of these articles of organization.RECEIVE SEP 17 1999J.KENNETH BLACKWEL SECRETARY OF STAT 115-LCA Page 1 of 3 Version: 7/15/99Page 1

Doc ID —> 199926300580J. Kenneth Blackwel Secretary of Stat FOURTH: Purpose (optional)This limited liability company may engage in any lawful business permitted by Chapter 1705 of the Ohio Revised Code or the laws of any jurisdiction in which this limited liability company may do business. This limited liability company shall have the authority to do all things necessary or convenient to accomplish this purpose and operate its business.  IN WITNESS WHEREOF, we have hereunto subscribed our names on September 16, 1999 (date) Signed Signed Name: Timothy T. Miller, Authorized Representative Name:  Signed Signed Name: Name: Signed Signed Name: Name: Signed Signed Name: Name: Signed Signed Name:  Name: (If insufficient space for all signatures, please attach a separate sheet containing additional signatures)115-LCA Page 2 of 3 Version: 7/15/99Page 2

DOC ID —> 199926300580J. Kenneth Blackwel Prescribed by:J. Kenneth Blackwel Secretary of Stat 30 East Broad St 14th Floor Columbus, Ohio 43266-0418ORIGINAL APPOINTMENT OF AGENT (for limited liability company)The undersigned, being at least a majority of the members of Crane Siding Company LLC,(name of limited liability company)hereby appoint Timothy T. Miller to be the agent upon whom any process, notice o (name of agent)demand required or permitted by statute to be served upon the limited liability company may be served. The complete address of the agent is:2141 Fairwood Avenu (street address P.O. Boxes are not acceptable)Columbus , Ohio 43207(city, village, township) (zip)By By: (authorized member, manager, or representative) (authorized member, manager, or representative) Name: Timothy T. Miller, Authorized Representative Name: By: By: (authorized member, manager, or representative) (authorized member, manager, or representative) Name: Name: By: By: (authorized member, manager, or representative) (authorized member, manager, or representative) Name: Name: ACCEPTANCE OF APPOINTMEN The undersigned, named herein as the statutory agent for Crane Siding Company LL (name of limited liability company)hereby acknowledges and accepts the appointment of agent for said limited liability Company. (Agent’s signature)115-LCA Page 3 of 3 Version: 7/15/99Page 3

Doc ID —> 199926300580 DATE DOCUMENT NO DESCRIPTIO FILING EXPED PENALTY CERT COPY 1. 9/22/1999 199926300580 LCA ARTICLES OF ORGANIZATION/DOM. LIMITED LIABILITY C 85.00 10.00 0.00 0.00 0.00 TOTAL 85.00 10.00 0.00 0.00 0.00 Return To:CRANE PLASTICS COMPAN ATTN C M FULLE 2141 FAIRWOOD AV COLUMBUS, OH 43207-0000cut along the dotted lin The State of Ohi Certificat Secretary of State - J. Kenneth Blackwel 1101321It is hereby certified that the Secretary of State of Ohio has custody of the business records for CRANE SIDING COMPANY LLC and that said business records show the filing and recording of:Document(s) Document No(s):ARTICLES OF ORGANIZATION/DOM. LIMITED LIABILITY CO 199926300580United States of America Witness my hand and the seal of the Secretar Slate of Ohio of State at Columbus, Ohio, This 17th day o Office of the Secretary of State September, A D. 1999J. Kenneth Black wel Secretary of Stat Page 4

Doc ID —> 199927700326Prescribed by J. Kenneth Blackwel Please obtain fee amount and mailing instructions from the Form Inventory List (using the 3 digit form # located at the bottom of thi form). To obtain the Forms Inventory List or for assistance, pleas call Customer Service:Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)Expedite this form Yes CERTIFICATE OF AMENDMENT T ARTICLES OF ORGANIZATION OF LIMITED LIABDLITY COMPANY The undersigned, being a member, manager or authorized representative of CRANE SIDING COMPANY LLC (name of limited liability company)1101321 , an Ohio limited liability company, organized on September 17, 1999 , does hereby certify that the (Registration Number) (date)undersigned is duly authorized to execute this certificate, and hereby certifies that the Articles of Organization of the above named limited liability company have been amended as follows:AMENDMEN Article(s) FIRS is/are hereby amended as follows:FIRST: The name of said limited liability company is Crane Plastics Siding LLC. (if insufficient space for amendment, please attach a separate sheet)RECEIVE OCT 01 1999J. KENNETH BLACKWEL SECRETARY OF STAT IN WITNESS WHEREOF, the undersigned has executed this certificate on September 30, 1999(date)CRANE SIDING COMPANY LL (name of limited liability company)By: [Ohio Revised Code Section 1705.08(C)(1)] Its: Duly Authorized Member, Manager or Representativ 129-LAM Page 1 of 1 Version: May 1, 1999Page 1

Doc ID —> 199927700326Prescribed by J. Kenneth Blackwel Please obtain fee amount and mailing instructions from the Form Inventory List (using the 3 digit form # located at the bottom of thi form). To obtain the Forms Inventory List or for assistance, pleas call Customer Services:Central Ohio: (614)—166-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)UNIFORM COMMERCIAL CODE FILING ý CORPORATE FILING CORPORATIONS ONLY ý EXPEDITE SERVIC CORRESPONDENC PLEASE RETURN THE ATTACHED DOCUMENTS TO:Crane Plastics Company NAME OF YOUR FIRM OR COMPANY Craig M. Fullen ATTN 2141 FAIRWOOD AVE. STREET ADDRESS COLUMBUS OH 43207 CITY STATE ZIP 614 — 443 — 4891 (ext. 744) TELEPHON UCC ONLY MAIL PICKUP IF NOT CHECKED, IT WILL HE MAILE RECEIVE OCT 01 1999J.KENNETH BLACKWEL SECRETARY OF STAT Page 2

Doc ID —> 199927700326 DATE DOCUMENT NO DESCRIPTION FILING EXPED PENALTY CERT COPY 1. 10/4/1999 199927700326 LAM AMEND/ARTICLES-ORGANIZATION/DOM LIMITED LIAB. C 10.00 10.00 0.00 0.00 0.00 TOTAL 10.00 10.00 0.00 0.00 0.00 Return To:CRANE PLASTICS COMPAN ATTN C M FULLE 2141 FAIRWOOD AV COLUMBUS, OH 43207-0000cut along the dotted lin The State of Ohi Certificate Secretary of State - J. Kenneth Blackwel 1101321It is hereby certified that the Secretary of State of Ohio has custody of the business records for CRANE PLASTICS SIDING LLC. and that said business records show the filing and recording of:Document(s) Document No(s):AMEND/ARTICLES-ORGANIZATION/DOM LIMITED LIAB. CO 199927700326United States of America Witness my hand and the seal of the Secretar State of Ohio of State at Columbus, Ohio, This 1st day o Office of the Secretary of State October, A.D. 1999 J. Kenneth Blackwel Secretary of Slat Page 3

Doc ID —> 201104200023DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 02/11/2011 201104200023 AMEND/ARTICLES-ORGANIZATION/DOM. 50.00 200.00 00 .00  LLC (LAM)  Receip This is not a bill. Please do not remit payment.DIAMOND ACCES ATTN: LISA VAID 887 SOUTH HIGH STREE COLUMBUS, OH 43206STATE OF OHIO CERTIFICAT Ohio Secretary of State, Jon Huste 1101321It is hereby certified that the Secretary of State of Ohio has custody of the business records fo EXTERIOR PORTFOLIO, LLC and, that said business records show the filing and recording of:Document(s) Document No(s):AMEND/ARTICLES-ORGANIZATION/DOM. LLC 201104200023Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 10th day of February, A.D. 2011. United States of Americ State of Ohi Office of the Secretary of State Ohio Secretary of Stat Page 1

Doc ID —> 201104200023Prescribed by:The Ohio Secretary of State Central Ohio: (614) 466-3910Toll Free: 1-877-SOS-FILE (1-877-767-3453)www.sos state.oh.u e-mail: busserv@sos.state-oh.u Expedite this Form: (Select One) PO Box 1390 Expedite Columbus, OH 43216 “‘ Requires an additional and fee of $100’” PO BOX 1329 Non Expedite Columbus, OH 43216 Domestic Limited Liability Company Certificate to Amendment or Restatemen Filing Fee $50.00(CHECK ONLY ONE (1) BOX)(1) Domestic Limited Liability Company (2) Domestic Limited Liability Company Amendment (129-LAM) Restatement (142-LRA) 9/17/1999 Date of Formation Date of Formatio The undersigned authorized representative of: Crane Plastics Siding LL 1101321 Name of limited liability company Registration numbe If box (1) Amendment is checked, only complete suctions that apply. If box (2) Restatement is checked, all sections below must be completed. The name of said limited liability company shall be: Exterior Portfolio, LL Name must include one of the following words or abbreviations “limited liability company.” “limited,” “LLC,” “LLC.,” Ltd” or “Rd” This limited liability company shall exist for a parted of: Perpetua Period of Existenc Purpos Check here if additional provisions are attacheRECEIVE SECRETARY OF STAT 2011 FEB 10 PM 4:41CLIENT SERVICE CENTR 342A Page 1 of 2 Last Revised: 6/21/2008Page 2

Doc ID —> 201104200023 2/9/2011 REQUIRED Signature Date Must be (signed) by member, manager or Joel I. Beerman, Vice President of Roya other representative. Mouldings Limited, sole Member Print Name Signature Date Print Name Signature Date Print Name343A Page 2 of 2 Last Revised 6/21/2008Page 3

EX-3.22

Exhibit 3.22

Final

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF

EXTERIOR PORTFOLIO, LLC

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Exterior Portfolio, LLC (f/k/a Crane Plastics Sliding LLC (the “Company), effective the 9th day of February 2011, is made by and between the Company and Royal Mouldings Limited as the sole member of the Company (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under applicable limited liability company law of the State of Ohio, as amended from time to time (the “Ohio Code”), by the filing of the Articles of Organization with the Secretary of State of Ohio on September 17, 1999 (the “Articles”), and desires to enter into this Agreement to govern the operations of the Company, and to amend and restate in its entirety that certain Amended and Restated Operating Agreement No. 1 of Crane Plastics Siding LLC, as amended, dated January 1, 2004.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1.  THE COMPANY

1.1Organization.  The Company constitutes a limited liability company formed pursuant to and governed by the Ohio Code and other applicable laws of the State of Ohio.  The Company, shall, when required, file such amendments to or restatements of the Articles, and such other documents and instruments, in such public offices in the State of Ohio or elsewhere as any authorized officer of the Company deems advisable to give effect to the provisions of this Agreement and the Articles, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2Name; Place of Business; Registered Office and Agent.  The business of the Company shall be conducted under the name of “Exterior Portfolio, LLC” or such other name as the Member or the Board of Directors shall hereafter designate. The principal office and place of business of the Company is located at 1550 Universal Road, Columbus, OH.  The address of the limited liability company’s registered office in the State of Ohio is CSC-Lawyers Incorporating Service (Corporation Service Company), 50 West Broad Street, Suite 1800, OH, 43215.  The name of its registered agent at that office and address is CT Corporation.  In addition to its registered office in Ohio, the Company may have other offices and places of business at such places, both within and without the State of Ohio, as the Board of Directors may from time to time determine.

1.3Purpose.  The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Ohio Code.

1.4Statutory Compliance.  The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Ohio. The Member, the Board of Directors or officers of the Company, or any one of them, shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

1.5Title to Company Property.  All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

2.  MEMBERS

2.1Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Ohio Code.

2.2Action by Member Without a Meeting.  Any action required or permitted to be taken by the Member may be taken with or without a meeting, and with or without any written consents or other writings describing the action taken unless a writing is required by the terms of this Agreement.

2.3Transfers.

2.3.1The Member is free to sell, assign, convey, gift, pledge or otherwise transfer or encumber, in whole or in part, its interest in the Company without restriction.

2.3.2In connection with a voluntary transfer or assignment by the Member of its entire interest in the Company:

(i)the Member will automatically be deemed to have withdrawn;

(ii)the transferee or assignee will automatically and simultaneously be deemed admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law; and

(iii)the Company shall be continued without dissolution.

2.3.3In connection with a partial assignment or transfer by the Member of its interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member and/or one or more economic interest owners.

2.3.4Upon any pledge or other encumbrance by the Member of its interest in the Company or any part thereof, the pledgee shall have only such rights as are provided for in the controlling pledge or assignment agreement and may not otherwise exercise any rights of a Member.

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2.4Continued Membership.  Upon the occurrence of any of the events specified in Sections 1705.15(C)-(J) of the Ohio Code, the Member will remain a member of the Company notwithstanding the provisions of such Sections 1705.15(C)-(J).

2.5Limitation on the Member’s Liability.  The Member shall not be liable to the Company for any action taken or any failure to take any action (whether or not constituting negligence or gross negligence), except for actions or failures to take actions that constitute willful misconduct.  Furthermore, the Member shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company except to the extent provided in the Ohio Code with regard to a wrongful distribution.  Notwithstanding the provisions of this Agreement, failure by the Company or the Member to follow the formalities relating to the conduct of the Company’s affairs set forth herein shall not be grounds for imposing personal liability on the Member. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company, the Member shall not be liable to the Company for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Member, as applicable.  In the event that any of the provisions of this Section 2.5 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.

2.6Outside Business.  The Member or any affiliate of the Member may engage in or possess an interest in any business venture of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Member shall have no rights by virtue of this Agreement in and to each independent venture or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper.  The Member or any affiliate of the Member shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member or affiliate shall have the right to take for its own account individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

2.7Capital Contributions.

2.7.1Capital Contributions.  The Member has made capital contributions to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”).  The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records.  The Member is not obligated to restore a negative balance in the Member’s capital account.

2.7.2Loans. The Member or any other person may lend money to the Company as approved by the Board of Directors.  The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution.  The amount of any such loan

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shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.7.3Return of Capital Contributions.  Except as otherwise provided in the Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.7.4No Interest.No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3.  MANAGEMENT

3.1The Board of Directors.

3.1.1Management and Authority.  The business and affairs of the Company shall be managed by or under the direction of a Board of Directors (the “Board of Directors”).  Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Directors has, to the full extent permitted by the Ohio Code, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2Number, Election and Tenure.  The number of directors shall be fixed from time to time by the Member or by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board.  The directors shall be elected mutually by the Member, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal.  For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships.

3.1.3Regular Meetings.  The Board of Directors may, by resolution, provide the date and time for the holding of regular meetings of the Board of Directors.

3.1.4Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or at least two (2) members of the Board of Directors.

3.1.5Place of Meeting.  The person or persons calling a meeting of the Board of Directors may designate the place of meeting.  If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company.  Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law.

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3.1.6Action by Unanimous Consent of Directors.  The Board of Directors may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Directors.  Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7Notice.  Notice of any special meeting of the Board of Directors shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission.  If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting.  If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting.  If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting.  If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting of the Board of Directors may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Directors for inclusion in its records.  A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8Conference Telephone Meetings.  Directors may participate in any meeting of the Board of Directors by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.1.9Quorum and Voting.  A majority of the Board of Directors shall substitute a quorum for the transaction of business at a meeting of the Board of Directors.  Is the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

3.1.10Vacancies.  Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation or removal of a director may be filled by a majority vote Of the Board of Directors, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.  The

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decrease in the authorized number of directors shall shorten the term of any incumbent director.

3.1.11Committees.

(a)The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Company.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, the member is members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent provided in the committee charter or the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)Unless the Board of Directors otherwise provides, each Committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Agreement.

3.1.12Removal.  Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the Member.

3.1.13Resignation.  Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice.  Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.1.14Compensation of Directors.  Directors may receive such compensation , if any, for their services and reimbursement for expenses as may be fixed or determined by the Member.

3.1.15Duties of the Board of Directors.

(a)The Board of Directors must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Ohio and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)The directors shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the directors are not required to devote their full time to the performance of such duties and may have other business

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interests or engage in other business activities.  Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the directors.  The directors will not incur any liability to the Company or to any Member as a result of engaging in any other business or venture.  The directors shall not take or recommend any action that violates any law or regulation.

3.1.16Powers of the Board of Directors.  Other than as specifically limited by this Agreement or applicable law, the Board of Directors shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)expend the Company’s capital and income;

(b)make such investments as the directors may from time to time select;

(c)employ or retain from time to time, on such terms and for such compensation as the directors may determine, such persons, firms or corporations as The directors may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the directors and the Member and to persons, firms or corporations in which the directors or the Member may have an interest;

(d)execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

(f)borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)acquire and enter into any contract of insurance that the directors deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any director;

(j)prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

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(k)open accounts and to deposit and maintain funds in the name of the Company;

(l)make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17Restrictions on Authority of the Board of Directors.  Without the consent of the Member, the Board of Directors has no authority to:

(a)do any act in contravention of this Agreement;

(b)initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or by substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)amend this Agreement or the Articles;

(d)dissolve or terminate the Company;

(e)do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(f)knowingly perform any act that would subject the Member to personal liability;

(g)possess any property or assign the right of the Company in specific property for other than a Company purpose;

(h)employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(i)merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(j)approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

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3.1.18Agency of Directors.  No director is an agent of the Company solely by virtue of being a director, and no director has authority to act for the Company solely by virtue of being a director.

3.1.19Liability of Directors.A director is not liable to the Company, the Member, any other director or any economic interest owner for any action taken or any failure to take any action (whether or not constituting negligence), except for actions or failures to take actions that constitute (a) willful misconduct or a knowing violation of law or (b) any transaction for which such director received a personal benefit in violation rr breach of any provision of this Agreement.  To the extent that, at law or in equity, a director has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Member, the director shall not be liable to the Company or to the Member for its good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a director otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such director, as applicable.  In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.  The Board of Directors shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Directors reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Directors reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Directors in which such relying director does not vote if such relying director reasonably believes the committee merits confidence.

3.2Officers.

3.2.1Number and Duties.  The officers of the Company may consist of a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Directors.  The Board of Directors may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers including one or more Assistant Treasurers and Assistant Secretaries)  as may be necessary or desirable for the business of the Company.  The officers appointed by the Board of Directors will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Directors from time to time.  The President, if any, or any other officer authorized by the Board of Directors to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company.  Such other officers shall have the duties as may be prescribed by the Board of Directors or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a director.

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3.2.2Appointment and Term.  An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Directors, and any officer appointed by another officer may also be removed by the appointing officer with or without cause.  The President shall have the power to suspend from office for cause any officer appointed by the Board of Directors, if such suspension is promptly declared in writing to the Board of Directors.

3.2.3Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and the Member and perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  In the absence of the Chairman of the Board, the Board of Directors may designate an individual to preside over any meeting of the Board of Directors or the Member.

3.2.4President.  The President shall, subject to the control of the Board of Directors, generally supervise and control all of the business and affairs of the Company. The President will have any other authority and shall perform any other duties that the Board of Directors may delegate to him or her from time to time.

3.2.5Vice Presidents.  In the case of absence or disability of the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President.  If the Company has more than one President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Directors, shall act in lieu of the President.  A Vice President shall have any other authority and shall perform any other duties that the Board of Directors or the President may delegate to him or her from time to time.

3.2.6Secretary.  The Secretary shall: (i) keep the minutes of the meetings of the Board of Directors; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Ohio Code; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or satisfy the incumbency or signature of any officer of the Company.  The Secretary will have any other authority and shall perform any other duties that the Board of Directors or President may delegate to him or her from time to time.  In the case of absence or disability of the Secretary, or at the direction of the President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.7Treasurer.  The Treasurer shall: (i) have charge and custody of and is responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii)  prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year.  The Treasurer will have any other authority and shall

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perform any other duties that the Board of Directors or President may delegate to him or her from time to time.  In the case of absence or disability of the Treasurer, or at the direction of the President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.8Resignations.  Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice.  Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.9Contracts, Checks and Drafts.  Except as otherwise required by this Agreement, by a resolution of the Board of Directors or by the Ohio Code, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the Board of Directors may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Directors may from time to time determine.  Subject to any restrictions imposed by the Board of Directors, the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.10Voting Securities Owned by the Company.  Unless otherwise directed by the Board of Directors, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity.  Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4.  INDEMNIFICATION OF THE MEMBER, DIRECTORS AND OFFICERS.

4.1Indemnification.  The Company, its receiver or its trustee shall indemnify, have harmless, and pay all judgments and claims against the Member and a director relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Member or director (including acts or omissions constituting negligence and, in the case of the director, gross negligence) in connection with the business of the Company, including attorneys’ fees incurred by such Member or director in connection with the defense of any action based on any such act or omission, which attorney’s fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended), as permitted by law; provided, however, the Company shall not be obligated to indemnify the Member or a director if such person has failed to meet the standards of conduct set

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forth in Section 3.5 (in the case of the Member) and Section 3.1.19 (in the case of a director). The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any director who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

4.2Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 4.1 and such other persons as the directors shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into indemnity Contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 1.1 and containing such other procedures regarding indemnification as are appropriate.

4.3Amendments.  No amendment, modification or rescission of this Section 4, or any provision hereof, the effect of which would diminish the rights to indemnification or advancement of expenses as set forth herein will be effective as to the Member or a director with respect to any action taken or omitted by such Member or director prior to such amendment, modification or rescission.

4.4Indemnification of Officers, Employees and Agents.  The Company shall indemnify and advance expenses under Section 4 to an officer, employee or agent of the Company who is not a Member or director to the same extent and subject to the same conditions that the Company would be required to indemnify and advance expenses to a director under this Agreement and Ohio law.

5.  DISTRIBUTIONS.

Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Directors.

6.  BOOKS AND RECORDS.

6.1Availability.  At all times during the existence of the Company, the Secretary shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business.  Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company.

6.2Tax Returns.  The Board of Directors, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

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7.  DISSOLUTION.

7.1Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)the written consent of the Member; or

(b)at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)upon entry of a decree of judicial dissolution.

7.2Liquidation of Property and Application of Proceeds.

(a)Winding Up.  Upon the dissolution of the Company, the Member shall wind up the Company’s affairs in accordance with the Ohio Code.  In winding up the affairs of the Company, the Member is authorized to take any and all actions contemplated by the Ohio Code as permissible, including, without limitation:

(i)prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)settling and closing the Company’s business;

(iii)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)discharging or making reasonable provision for the Company’s liabilities; and

(v)distributing the proceeds of liquidation and any undisposed property.

(b)Distribution of Proceeds.  Upon the winding up of the Company, the Member shall distribute the proceeds and undisposed property as follows:

(i)to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)thereafter, to the Member.

8.  MISCELLANEOUS.

8.1Amendment.  This Agreement may only be amended by the Member in writing.

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8.2Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

8.3Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Ohio.

8.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5Captions.  Captions and headings contained in this Agreement are asserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8Third Party Beneficiaries.  Nothing in this Agreement, including provisions respecting indemnification of directors and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Second Amended and Restated Limited Liability Company Operating Agreement as of the date first above written.

MEMBER:
ROYAL MOULDINGS LIMITED
By:		/s/ Joel I. Beerman
Name:				Joel I. Beerman
Title:				Vice President
THE COMPANY:
EXTERIOR PORTFOLIO, LLC
By:	/s/ Joel I. Beerman
Name:			Joel I. Beerman
Title:			Vice President

EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

GEORGIA GULF LAKE CHARLES, LLC

1The name of the limited liability company is Georgia Gulf Lake Charles, LLC.

2The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Georgia Gulf Lake Charles, LLC this 8th day of October, 1999.

/s/ John E. Zamer

John E. Zamer

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 10/08/1999

991427794 - 3108901

1

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/01/2000

001445921 - 3108901

Certificate of Amendment to Certificate of Formation

of

GEORGIA GULF LAKE CHARLES, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is GEORGIA GULF LAKE CHARLES, LLC

2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof of the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.”

Executed on  AUGUST 21, 2000.

/s/ Joel I. Beerman

JOEL I. BEERMAN, VICE PRESIDENT

DE LL D-: CERTIFICATE

OF AMENDMENT TO CERTIFICATE

OF FORMATION 01/98

(#3048)

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

GEORGIA GULF LAKE CHARLES, LLC

A DELAWARE LIMITED LIABILITY COMPANY

Dated as of

October 8, 1999

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (this “Agreement”), entered into as of October 8, 1999, is made by GEORGIA GULF CORPORATION, a Delaware corporation (“GGC”), being the sole member (the “Sole Member”)1 of Georgia Gulf Lake Charles, LLC, a Delaware limited liability company (the “Company”).

WHEREAS, GGC has caused the Company to be organized and desires to enter into this Agreement to provide certain terms for the governance of the Company and the conduct of its business.

NOW, THEREFORE, it is agreed as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The following terms shall have the following meanings for all purposes of this Agreement:

“Act” shall mean the Delaware Limited Liability Company Act (Delaware Code Annotated, Title 6, §§ 18-101, et seq.) and any successor thereto, collectively and as from time to time amended and in effect.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, or the ownership, directly or indirectly, of at least 50% of the voting securities of such Person.

“Agreement” shall mean this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Bankrupt Member” has the meaning specified in Section 7.7.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to specific sections of the Code shall be deemed to include references to corresponding provisions of any successor thereto, collectively and as from time to time amended and in effect.

“Company” shall mean Georgia Gulf Lake Charles, LLC, a Delaware limited liability company.

(1)    Axiall Holdco, Inc. is the successor-in-interest to the interests, rights and obligations of the Sole Member under this agreement.

“Contractual Obligation” shall mean, with respect to any Person, any contract, agreement, deed, mortgage, lease, license, commitment or understanding, by which the Person is bound.

“Fiscal Year” shall have the meaning set forth in Section 8.1.

“GGC” shall mean Georgia Gulf Corporation, a Delaware corporation.

“Governmental Authority” means any court, government (federal, state, local or foreign), department, commission, board, agency, official or other regulatory, administrative, judicial or governmental authority.

“Indemnified Persons” shall have the meaning set forth in Section 4.5 hereof.

“Interest” shall mean each Member’s entire interest as a Member in the Company including any and all rights and benefits to which the Member may be entitled under this Agreement and the obligations of the Member under this Agreement.

“Legal Requirement” shall mean any federal, state, local or foreign law, statute, standard, ordinance, code, order, rule, regulation, resolution or promulgation, or any order, judgment, requirement or decree of or binding agreement with any Governmental Authority, or any applicable license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force and effect of law.

“Liquidating Agent” has the meaning specified in Section 7.3.1.

“Member” shall mean a member of the Company within the meaning of the Act, and its respective permitted successors in interest, or such other Persons that hereafter are admitted as a substitute or additional Member and are then the owner of an Interest; provided however, that no Person shall be deemed to be a Member prior to the effective date of such Person’s admission as a Member or after the earlier of the effective date of such Member’s bankruptcy (as events of bankruptcy are defined in Section 18-304 of the Act or any successor provision thereto) or dissolution or, with respect to any Member, any other event under the Act which terminates the continued membership of a member of a limited liability company.

“Membership Percentage” shall mean each Member’s percentage interest in the Company (expressed as a percentage of the whole), which initially shall be 100% for GGC.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

“Tax Matters Partner” has the meaning specified in Section 8.5.1.

“Transfer” shall mean any sale, assignment, pledge, hypothecation, encumbrance, disposition, transfer (including, without limitation, a transfer by will or intestate distribution), gift or attempt to create or grant a security interest in any Interest or any other interest therein or any portion thereof, whether voluntary or involuntary, by operation of law or otherwise.

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1.2 Interpretation. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number, and vice versa, unless the context shall otherwise indicate. References to Articles, Sections and other subdivisions of this Agreement and Schedules, Appendices and Exhibits to this Agreement are to the Articles, Sections and other subdivisions of, and the Schedules, Appendices and Exhibits to, this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1 Name and Formation. The name of the Company is “Georgia Gulf Lake Charles, LLC”. The Company is a limited liability company organized under the Act. The Sole Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation with the Secretary of State of the State of Delaware on October 8, 1999, pursuant to which the Company became duly authorized and formed under the Act. The Company is a separate legal entity. The Company and all Interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.

2.2 Interests. The Company will have a single class of Members. The Interests of Members are personal property and a Member has no interest in specific property of the Company. The Interests will have the preferences, rights, limitations and restrictions as set forth in this Agreement and except for possible different percentages of ownership evidenced thereby all Interests will be of equal standing, and there will be no preferences, rights, limitations or restrictions among or between them.

2.3 Offices. The Company’s initial registered office shall be at the office of The Corporation Trust Company at 1209 Orange Street, Wilmington, Delaware. The Company may have such offices or places of business, either within or without the State of Delaware, as the Members may designate or as the business of the Company may from time to time require. The registered office and the registered agent may be changed from time to time by action of the Members and by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Act.

2.4 Term of the Company. The Company’s existence shall commence on the date when the original Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall be perpetual.

2.5 Business Purpose. The Company is organized for the purpose of manufacturing, processing, distributing and selling chemical products, and for all other lawful business purposes.

2.6 Foreign Qualification; Fictitious Business Name Statement; Other Certificates. The officers of the Company promptly shall execute, deliver and file, where required, all certificates, consents to and appointments of agents for service of process, and other documents or instruments and perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Members

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shall deem necessary or appropriate in connection with the business of the Company. The officers of the Company shall file, from time to time, such fictitious or trade name statements or certificates in such jurisdictions and offices as the Company considers necessary or appropriate. The officers of the Company also shall file, from time to time, such certificates of amendment, certificates of cancellation, or other certificates as the Members deem necessary under the Act or under the laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members.

ARTICLE III

ORIGINAL MEMBERS CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS

3.1 Capital Contributions. GGC was deemed admitted as the member of the Company as of the effective date of this Agreement. GGC shall contribute to the Company effective as of the date of this Agreement $1,000.00.

3.2 Additional Contributions. GGC is not required to make any additional capital contribution to the Company but may make additional capital contributions to the Company at any time. GGC shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

3.3 Partnership Classification for Tax Purposes. Each Member recognizes and intends that for federal income tax purposes the Company will be classified as a partnership and that the Tax Matters Partner shall make any election by the Company necessary for such treatment.

ARTICLE IV

MANAGEMENT

4.1Management by Managers.

(a)Board of Managers. The business and affairs of the Company shall be managed by or under the direction of a board of one or more Managers designated by the Members (the “Board”). The Members in their sole and absolute discretion may determine at any time the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion. The initial number of Managers shall be three. Each Manager shall hold office until a successor is designated by the Members or until such Manager’s earlier death, resignation or removal. Managers need not be Members. The initial Managers of the Company designated by the Members are: Edward A. Schmitt, Richard B. Marchese, and Joel I. Beerman.

(b)Powers; Duties. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein. The Board of Managers has the authority to bind the Company. The Managers shall have a

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fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

(c)Meeting of the Board of Managers. The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any Manager.

(d)Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing.

(e)Electronic Communications. Managers may participate in meetings of the Board by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f)Compensation of Managers; Expenses. The Board shall have the authority to fix the compensation of the Managers. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

(g)Removal of Managers. Unless otherwise restricted by law, any Manager may be removed, with or without cause, by the Members, and, any vacancy caused by any such removal may be filled by action of the Members.

(h)Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.

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4.2          Officers and Other Employees.

4.2.1 Generally. The officers of the Company shall be designated from time to time by the Board of Managers, and such officers shall have such duties as the Board of Managers may designate. Such officer may hold such additional titles and designations as the Board may establish from time to time. Any number of offices may be held by the same Person. Initially such officers shall include: Edward A. Schmitt as President and Chief Executive Officer, Richard B. Marchese as Vice President and Chief Financial Officer, Joel I. Beerman as Vice President-General Counsel and Secretary, Micheline A. Johnson as Assistant Secretary and Samuel M. Hensley as Assistant Secretary. In addition, David L. Magee shall serve as Director, Manufacturing.

4.2.2 Compensation. Unless otherwise agreed, the Board of Managers shall fix the compensation of all officers of the Company.

4.2.3 Succession. The officers of the Company shall hold office until their successors are elected and qualified unless the Board of Managers specifies otherwise. Any officer elected or appointed by the Board of Managers may be removed at any time by the affirmative vote of a majority of the Board of Managers and any vacancy occurring in any office of the Company may be filled by the Board of Managers.

4.2.4 Authority and Duties.

(a)           Each officer or employee of the Company, when acting solely with respect to such position and not with respect to any other capacity or position such Person may have as a representative of a Member, shall owe to the Company, but not to any Member, all such duties (fiduciary or otherwise) as are imposed upon such an officer or employee of a Delaware corporation. Without limitation of the foregoing, each officer and employee in any dealings with a Member or any of its Affiliates shall have a duty to act in good faith and to deal fairly. Notwithstanding the foregoing, each officer or employee of the Company may also serve as an officer, director or employee of a Member or any Affiliate thereof; provided, however, that each such officer or employee shall devote such time to the Company as is necessary to discharge such officer’s or employee’s obligations to the Company.

(b) Each of the officers of the Company shall have such authority and shall perform such duties as are stated in this Agreement, or as may otherwise be specified by an action of the Board of Managers in a resolution which is not inconsistent with this Agreement. In furtherance of the foregoing the officers set forth below shall have the authority and duties specified below.

(i) President. The President shall be responsible for the active management and direction of the business and affairs of the Company and general supervision over its officers. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Managers, (a) to execute, on behalf of the Company, all duly authorized Contractual Obligations of the Company, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of

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the Company, in accordance with the Board of Managers’ directions, in person or by proxy, at any meeting of securityholders (or with respect to any action of such securityholders) of any other corporation in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Company the power and authority to take any action which the President is authorized to take under this Section 4.2, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

(ii) Vice President. Each Vice President, however titled, shall perform such duties and services and shall have such authority and responsibilities as shall be assigned to or required from time to time by the Board of Managers or the President.

(iii) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Managers and record all proceedings of the meetings of the Board of Managers when requested by the Board of Managers or the President. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Managers. The Secretary shall perform such duties as may be prescribed by the Board of Managers or the President. The Secretary shall keep and account for all books, documents, papers and records of the Company except those for which some other officer or agent has been designated or is otherwise properly accountable. Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary.

(iv) Treasurer and Assistant Treasurers. The Treasurer shall have the custody of the funds and securities belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Treasurer with the prior approval of the Board of Managers. The Treasurer shall disburse the funds and pledge the credit of the Company as may be directed by the Board of Managers and shall render to the Board of Managers and the President and Chief Executive Officer, as and when required by them, or any of them, an account of all transactions by the Treasurer. Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if the Treasurer is unable or fails to act, perform the duties and exercise the powers of the Treasurer.

4.3 Specific Authority of the Officers. The authority of the officers to conduct the day-to-day business and affairs of the Company will at all times be subject to the authorization granted by the Members under this Agreement.

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4.4 Power of Attorney.

(a) Each Member by its signature below irrevocably makes, constitutes and appoints the President and all Vice Presidents of the Company, and each of them, his or its true and lawful attorney in his or its name, place and stead, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Members to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Company to conduct its business or (c) comply with any applicable Legal Requirement in connection with the Company’s conduct of its business.

(b) It is expressly intended by each Member that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of each of those appointed as attorney-in-fact on his or its behalf, and as such shall be irrevocable and shall survive such Member’s merger, dissolution, other termination of existence or bankruptcy.

(c) Each Member will promptly execute such instruments as the President of the Company determines to be appropriate to evidence the authority of the officers of the Company to consummate any transaction permitted by, and authorized in accordance with, this Agreement.

4.4 Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Members nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or manager of the Company.

4.5 Indemnity of the Members and Managers.

(a) To the full extent permitted by the Act, the Company, to the extent of its assets legally available for that purpose, will indemnify, defend and hold harmless the Members, Managers, and any member, partner, shareholder, director, officer, agent, Affiliate and professional or other advisor of any of them (collectively, the “Indemnified Persons”) from and against any and all loss, cost, damage, expense (including without limitation fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Company, except to the extent that it is finally judicially determined that such indemnified losses arise out of or were related to actions of such Indemnified Person constituting (a) bad faith, fraud, violation of Legal Requirements or intentional misconduct or (b) breach of this Agreement. The Company may pay in advance or reimburse reasonable expenses incurred by the Indemnified Person, including advancing reasonable costs of defense, who is or is threatened to be named or made a defendant or a respondent in a proceeding concerning the business and affairs of the Company.

(b) To the extent future enactments or judicial decisions permit an expansion of the rights of indemnification afforded to the Members or Managers by the Company pursuant to this Section

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4.5, then it is the Members’ express intention and agreement that this Section 4.5 immediately and automatically will be amended so as to permit and authorize the indemnification of the Members and Managers by the Company to the maximum extent permitted by law. The officers of the Company and any Member or Manager, are authorized and empowered to execute, on behalf of all Members, such amendments to this Agreement as may be appropriate to give further effect to this Section 4.5.

4.6 Limitations on Indemnity. The Company, with the approval of all the Members, may indemnify any of the Indemnified Persons for any loss, cost, damage, expense or liability for which the Indemnified Persons would not be entitled to mandatory indemnification under Section 4.5. An Indemnified Person may waive the benefits of indemnification under Section 4.5, but only by an instrument in writing executed by such Indemnified Person.

The rights to indemnification under Section 4.5 are not exclusive of other rights which any Indemnified Person may otherwise have at law or in equity, including without limitation common law rights to indemnification or contribution. Nothing in this Section 4.6 will affect the rights or obligations of any Indemnified Person (or the limitations on those rights or obligations) under any other agreement or instrument to which that Indemnified Person is a party.

ARTICLE V

DIVISION OF PROFITS AND LOSSES

Each of the Members will own a Membership Interest in the Company. All profits and losses of the Company will be shared by each of the Members according to the percentage of interest each Member owns. A separate capital account will be maintained for each Member. No Member may make any withdrawals from capital without prior approval of the Company. If the capital account of the Member becomes impaired, such Member’s share of subsequent Company profits will be first credited to his capital account until that account has been restored.

ARTICLE VI

TRANSFER OF INTERESTS; WITHDRAWAL OF MEMBERS; PURCHASE OPTION

6.1 Scope of this Agreement.

(a)           The restrictions set forth in this Article VI shall apply to all Interests now owned or hereafter acquired by the Members, whether or not issued at the date of this Agreement, and no Transfer of any Interest shall take place except as provided in this Article VI.

6.2 Conditions to Transfers.

(a)           Any Transfer must receive the unanimous written consent of the Members, which consent may be withheld in their sole discretion, and must be effected with documentation approved in form and substance by the remaining Member. Such documentation shall include an agreement by the transferee to be bound by all of the terms and provisions of this Agreement

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including, without limitation, an acknowledgment and agreement that the Interest therein transferred shall be subject to the restrictions set forth in this Article VI.

6.3 Records of the Company; Void Transfers. The Company agrees that it will record the Transfer of Interests on its books only in accordance with the terms and conditions of this Agreement. Any purported Transfer of an Interest by a Member that is not in compliance with the terms and conditions of this Agreement will be null and void, and the Transferee under any such purported Transfer will acquire no title or ownership thereby.

6.4 Withdrawal. Except as otherwise provided in this Article VI, no Member may resign from the Company or effect a partial or complete withdrawal from the Company or effect a voluntary dissolution or voluntary bankruptcy without first obtaining the written consent of the other Members.

ARTICLE VII

DISSOLUTION AND LIQUIDATION; APPOINTMENT OF NEW MEMBERS

7.1 Dissolution. The Company will be dissolved upon the first to occur of the following events:

(a)           the unanimous written agreement of all of the Members to dissolve the Company;

(b)           the sale of all or substantially all the assets of the Company; and

(c)           the entry of a decree of judicial dissolution under Section 18-802 of the Act.

7.2 Certificate of Cancellation. In accordance with the Act, as soon as practicable upon the dissolution of the Company and the completion of the liquidation of the Company, the Members will cause to be executed and filed a Certificate of Cancellation of the Company in such form as is prescribed by the Secretary of State of Delaware.

7.3 Procedures.

7.3.1 Liquidation of Assets. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of the dissolution. A Person designated by the Members by unanimous consent or the Person required by law to wind up the Company’s affairs (the Members or such other Person being referred to herein as the “Liquidating Agent”) shall immediately proceed to wind up the affairs of the Company. The Members will continue to share profits and losses during the period of liquidation in accordance with Article V.

7.3.2 Distribution of Assets. Following the payment of, or provision for, all debts and liabilities (including liabilities to Members who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions and the return of capital) of

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the Company and all expenses of liquidation, and subject to the right of the Liquidating Agent to set up such cash reserves as the Liquidating Agent may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds (or other remaining assets) of the Company will be distributed in cash to the Members in accordance with their positive capital accounts, after reflecting final allocations, pursuant to Article V.

7.3.3 No Recourse to Assets of Members. Each Member will look solely to the assets of the Company for all distributions with respect to the Company and such Member’s capital contributions thereto and share of profits or losses thereof, and will have no recourse therefore (upon dissolution of the Company or otherwise) against any other Member.

7.4 Termination of the Company. Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall be deemed to be terminated and the Liquidating Agent will have the authority to take or cause to be taken such actions as are necessary or reasonable in order to obtain a certificate of cancellation of the Company as well as any and all other documents required by the Act or any other applicable law to effectuate the dissolution and termination of the Company.

7.5 Election to Continue the Company. Notwithstanding any other provision of this Article VII, upon an event of dissolution described in Section 7.1(a), the Company shall be dissolved and wound-up and liquidated pursuant to this Article VII, unless the Members elect, by unanimous vote, within ninety (90) days after such event, to continue the business of the Company. Upon the election by the Members to continue the business of the Company, the continuing limited liability company shall continue to be subject to the terms of this Agreement.

7.6 Bankruptcy. In addition to any dissolution of the Company which would occur under Section 7.1(a), in the event that a Member shall become insolvent or shall have part of all of its property seized or subjected to any attachment that could reasonably be expected materially and adversely to affect its performance under this Agreement (the “Bankrupt Member”), a Member other than the Bankrupt Member, upon written notice to the Bankrupt Member, shall have the right to terminate this Agreement and to take such actions as are necessary to liquidate the assets of the Company and dissolve the Company as promptly as practicable.

ARTICLE VIII

FISCAL AND TAX MATTERS

8.1 Fiscal Year. The fiscal year of the Company will begin on the first day of January and end on the last day of December of each year, unless otherwise agreed to by the unanimous consent of all Members.

8.2 Deposits. All funds of the Company will be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Members may collectively select.

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8.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Company will be signed by such officers agreed upon by the Members.

8.4 Books and Records. The Company will keep or cause to be kept accurate and complete minutes and records of the meetings of the Members and books and records of account of the Company, which will be kept at the principal place of business of the Company or at such other places, within or without the State of Delaware, as the Members from time to time determine.

8.4.1 Right of Inspection. Any Member of the Company will have the right to examine at any reasonable time or times for any purpose, the minutes and records of the meetings of the Members and the books and records of account of the Company, and to make copies thereof. Upon the written request of any Member of the Company, the Company will cause to be mailed to such Member the most recent financial statements of the Company, showing in reasonable detail its assets and liabilities and the results of its operations. Such inspection may be made by any agent or duly appointed attorney of the Member making such request.

8.4.2 Financial Records. All books and records of account of the Company will be maintained and reported based upon generally accepted accounting principles in such form and in accordance with such procedures as agreed upon from time to time by the Members.

8.5 Tax Matters.

8.5.1 “Tax Matters Partner”. GGC will be the “Tax Matters Partner” (as defined in Section 6231 of the Code) until such time as a new Tax Matters Partner may be designated by the Members. The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.

8.5.2 Cooperation. Each Member agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings.

8.5.3 Filings. The Tax Matters Partner will arrange for the preparation and timely filing of all returns required to be filed by the Company and the distribution of Form K-1 or other similar forms to all Members.

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ARTICLE IX

MISCELLANEOUS

9.1 Notices.

All notices, demands, consents, approvals, requests or other communications which any of the parties to this Agreement may desire or be required to give hereunder (collectively, “Notices”) will be in writing and will be given by (a) personal delivery, (b) facsimile transmission, or (c) delivery to Federal Express or another nationally recognized overnight courier service, fees prepaid, addressed as follows:

If to GGC, to:

Georgia Gulf Corporation

400 Perimeter Center Terrace

Suite 595

Atlanta, Georgia 30346

Attention: Joel Beerman

Facsimile: (770)390-9673

Any party hereto may designate another addressee (and/or change its address) for Notices hereunder by a Notice given pursuant to this Section 9.1. A Notice sent in compliance with the provisions of this Section 9.1 will be deemed given on the date delivered personally or sent by facsimile or, if sent by courier, on the next business day following delivery to the courier service.

Whenever any Notice is required to be given by any Legal Requirement or this Agreement, a waiver thereof in writing, signed by the Person entitled to such Notice, whether before or after the time of the event for which Notice is to be given, shall be deemed equivalent to such Notice. Attendance of a Member at a meeting shall constitute a waiver of Notice of such meeting, except when such Member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any Company business because the meeting has not been properly called or convened and does not further participate in the business of the meeting.

9.2 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of parties hereto and their respective permitted successors and assigns. Neither this Agreement nor any right hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto.

9.3 Extension Not a Waiver. No delay or omission in the exercise of any power, remedy or right herein provided or otherwise available to any party hereto will impair or affect the right of such party thereafter to exercise the same. Any extension of time or other indulgence granted to any party hereunder will not otherwise alter or affect any power, remedy or right of any other party hereto, or the obligations of the party to whom such extension or indulgence is granted.

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9.4 Entire Agreement. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Amendments, variations, modifications or changes herein may be made effective and binding upon the parties hereto by, and only by, a written agreement duly executed by each Member, and any alleged amendment, variation, modification or change herein which is not so documented will not be effective as to any party hereto.

9.5 Interpretation. Whenever reference is made in this Agreement to the Company doing or not doing an action, such reference shall imply on the Members an obligation to cause the Company to do or refrain from doing such action.

9.6 Governing Law. This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and without reference to its principles of conflicts of law.

9.7 Termination. Upon dissolution of the Company or other termination of this Agreement, this Agreement shall terminate without any liability on the part of either party.

9.8 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.9 Waivers. The failure at any time of any Member to require performance by any other Member of any responsibility or obligation provided for in Agreement shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either Member or the Company of a breach of any provision of this Agreement by the other Member or the Company constitute a waiver of any succeeding breach of the same or any other obligation itself.

9.10 Headings. The headings of all Articles and Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement and shall not in any way affect the interpretation hereof.

9.11 Payment Terms. All Members shall make any payments to other Members required hereunder net fifteen (15) days from the due date or date of the invoice in respect of such payments.

9.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one and the same agreement.

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IN WITNESS WHEREOF, the undersigned being all of the Members, have executed this Agreement as of the date and year first above written.

GEORGIA GULF CORPORATION
By:	/s/ Joel I. Beerman
Name:	JOEL I. BEERMAN
Title:	VICE PRESIDENT

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EX-3.25

Exhibit 3.25

ARTICLES OF ORGANIZATION OF

PHH MONOMERS, L.L.C.

The following named and undersigned persons, desiring to form a limited liability company, in accordance with the laws of the State of Louisiana, including but not limited to the Louisiana Limited Liability Company Law, and for the purposes hereinafter set forth, do hereby adopt the following Articles of Organization:

VISTA CHEMICAL COMPANY, a Delaware corporation with offices at 900 Threadneedle, Houston, Texas 77079-2990, a subsidiary of RWE-DEA AKTIENGESELLSCHAFT FÜR MINERALOEL UND CHEMIE, a corporation organized under the laws of the Federal Republic of Germany; and

PPG INDUSTRIES, INC., a Pennsylvania corporation with offices at One PPG Place, Pittsburgh, Pennsylvania 15272.

ARTICLE I

NAME

The name of this limited liability company shall be PHH Monomers, L.L.C. (the “Company”).

ARTICLE II

PURPOSE

The purpose of the Company shall be to engage in any lawful activity for which limited liability companies may be formed under the Limited Liability Company Law of Louisiana.

ARTICLE III

MEMBERSHIP

The following are the only members of the Company. Membership in the Company can be altered only by an amendment to these Articles, accomplished by authentic act or private act duly acknowledged and recorded with the Louisiana Secretary of State. The percentage of membership interests in the Company of the members shall be provided in the Operating Agreement of the Company. The members of the Company are:

Vista Chemical Company

PPG Industries, Inc.

ARTICLE IV

MANAGEMENT

The Company shall be managed by a management committee as provided in the Operating Agreement.

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ARTICLE V

CERTIFICATION ON BEHALF OF THE COMPANY

All persons dealing with the Company may rely upon a certificate signed by both PPG Industries, Inc. and Vista Chemical Company to establish (a) the membership of any member, (b) the authenticity of any records of the Company, or (c) the authority of any person to act on behalf of the Company.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization as of the 18th day of May, 1995.

PPG INDUSTRIES, INC.
By:	/s/ Rae R. Burton
	Name:	Rae R. Burton
	Title:	Vice President

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IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization as of the 18th day of May, 1995.

VISTA CHEMICAL COMPANY
By:	/s/ Mary Ann Fisher
	Name:	Mary Ann Fisher
	Title:	Vice President & General Counsel

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EX-3.26

Exhibit 3.26

OPERATING AGREEMENT

by and between

PPG INDUSTRIES, INC.,1

VISTA CHEMICAL COMPANY2

AND

PHH MONOMERS, L.L.C.

June 7, 1995

(1)Eagle US 2 LLC is the successor-in-interest to the interests, rights and obligations of PPG Industries, Inc. under this agreement.

(2) Axiall, LLC is the successor-in-interest to the interests, rights and obligations of Vista Chemical Company under this agreement.

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS	1
ARTICLE II	ORGANIZATION	7
2.01	Formation	7
2.02	Purpose	8
2.03	Ownership Interest	8
ARTICLE III	MANAGEMENT	8
3.01	Committee	8
3.02	Business Decisions	8
3.03	Number of Members on Committee	8
3.04	Resolution	9
3.05	Chairman and Secretary	9
3.06	Location of Meetings	9
3.07	Regular Meetings	9
3.08	Special Meetings	9
3.09	Proxy	10
3.10	Quorum	10
3.11	Minutes	10
3.12	Resolutions in Lieu of Meeting	10
3.13	Compensation	10
3.14	Resignation	11
3.15	Removal	11
3.16	Appointment of Replacement	11
3.17	Operator	11
3.18	Attendance at Meetings by Operations Manager	11
3.19	Decisions of Importance	12
3.20	Emergency Action	14
3.21	Rights of Access to the Expanded VCM Plant	14
3.22	Resolution of Decisions of Importance	14
3.23	Authority	15
ARTICLE IV	CONTRIBUTIONS	16
4.01	Initial Capitalization	16
4.02	Contribution by Vista	16
4.03	Contribution by PPG	16
4.04	Additional Capital	16
4.05	Default	17
4.06	Interest	17
ARTICLE V	COST ALLOCATION AND ADJUSTMENTS	17
5.01	Fixed Costs	17
5.02	Variable Costs	18
5.03	Extraordinary Costs	18
5.04	Cost Adjustments for EDC Inventory	18
ARTICLE VI	DISTRIBUTIONS	19
6.01	Product Entitlement	19

6.02	Estimate	19
6.03	Product Take	19
ARTICLE VII	INSURANCE AND CONDEMNATION	19
7.01	Insurance Matters Member	19
7.02	Insurance	20
7.03	Condemnation	21
ARTICLE VIII	INVENTIONS AND TECHNOLOGY	22
8.01	Use by Member	22
8.02	Patent Application	22
8.03	Execution of Documents	22
ARTICLE IX	BOOKS, RECORDS, INVOICES AND ACCOUNTS	22
9.01	Maintenance, Inspection of Books and Audit	22
9.02	Method of Accounting and Fiscal Year	23
9.03	Company Financial Statements and Operating Reports	23
9.04	Cash Account	24
9.05	Disputes	24
ARTICLE X	TAX & FINANCIAL ACCOUNTING MATTERS	24
10.01	Tax Characterization, Tax Elections and Tax Returns	24
10.02	Financial Accounting for the Company as Required by the Members	25
10.03	Allocations of Expenses and Costs to Members	25
10.04	Allocation for Federal Income Tax Purposes	26
10.05	Tax Matters	26
10.06	Transfers	27
10.07	Notices	27
ARTICLE XI	DISSOLUTION AND LIQUIDATION	27
11.01	Dissolution	27
ARTICLE XII	RIGHT OF FIRST REFUSAL; SALE/PURCHASE OPTION	28
12.01	Right of First Refusal	28
12.02	Good Faith Negotiations	29
12.03	Option	30
12.04	Exceptions	30
ARTICLE XIII	DISPUTE RESOLUTION	31
13.01	Negotiations	31
13.02	Mediation	31
13.03	Arbitration	32
ARTICLE XIV	INDEMNIFICATION	32
14.01	PPG’s Indemnity	32
14.02	Environmental	34
14.03	Toxic Tort/Product Liability Claims	35
14.04	Vista’s Indemnity	36
14.05	The Company’s Indemnity	37
14.06	Indemnification of Management	38
14.07	Miscellaneous	42
14.08	Damage Limitation	42

ARTICLE XV	RAILCARS	42
ARTICLE XVI	GOVERNMENTAL APPROVAL	43
16.01	Hart-Scott-Rodino Approval	43
16.02	Permits	43
ARTICLE XVII	REPRESENTATIONS AND WARRANTIES	44
17.01	Representations and Warranties by the Members	44
ARTICLE XVIII	ANCILLARY AGREEMENTS; RIGHTS-OF-WAY; LEASE; AND LICENSE	45
18.01	Ancillary Agreements	45
18.02	EVC License	45
18.03	Company Rights-of-Way	46
18.04	PPG Rights-of-Way	47
18.05	Lease	47
18.06	License	47
ARTICLE XIX	MISCELLANEOUS	48
19.01	Notices	48
19.02	Governing Law	49
19.03	Binding Effect	49
19.04	Gender and Number	49
19.05	Severability	49
19.06	Multiple Counterparts	49
19.07	Entire Agreement	49
19.08	Business Conduct	49
19.09	Amendments	50
19.10	Force Majeure	50
19.11	Additional Agreements	50

EXHIBITS
Exhibit  A	-	Description of Land
Exhibit  B	-	Tax Matters
Exhibit  C	-	Asset Transfer Agreement
Exhibit  D	-	Company’s Rights-of-Way
Exhibit  E	-	PPG’s Rights-of-Way
Exhibit  F	-	Business Conduct

OPERATING AGREEMENT

This Operating Agreement is made and entered into effective as of this 7th day of June, 1995 by and between Vista Chemical Company, a Delaware corporation with offices at 900 Threadneedle, Houston, Texas 77079-2990 (“Vista”), a subsidiary of RWE-DEA Aktiengesellschaft für Mineraloel und Chemie, a corporation organized under the laws of the Federal Republic of Germany (“RWE-DEA”), PPG Industries, Inc., a Pennsylvania corporation with offices at One PPG Place, Pittsburgh, Pennsylvania 15272 (“PPG”) and PHH Monomers, L.L.C., a Louisiana limited liability company with offices at Columbia Southern Road, Lake Charles, Louisiana 70602 (the “Company”).

ARTICLE I

DEFINITIONS

The following terms have the meanings indicated:

“Accounting Member” has the meaning assigned to such term in Section 10.05.

“Act” means Chapter 22 of Title 12 of the Louisiana Revised Statutes, authorizing limited liability companies.

“Affiliate” means, as to any Member, a Person that controls, is controlled by or is under common control with such Member. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, through the ownership of voting securities.

“Agent” means, as to any Member, a Person acting on behalf of and under the instructions of such Member.

“Agreement” means this Operating Agreement by and between Vista and PPG, as it may be amended, supplemented or restated from time to time.

“Amendment to Chlorinated Bottoms Feedstock Agreement” has the meaning assigned to such term in Section 18.01.

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“Ancillary Agreements” has the meaning assigned to such term in Section 18.01.

“Asset Transfer Agreement” means that agreement between PPG and the Company in substantially similar form as that attached hereto as Exhibit C.

“Budget” means the Operating Budget and/or the Capital Expenditures Budget.

“Calendar Quarter” means a three-month period beginning on January 1, April 1, July 1 or October 1.

“Capital Expenditures Budget” has the meaning assigned to such term in the Manufacturing and Services Agreement.

“Casualty” means any damage to or destruction of the Expanded VCM Plant or any portion thereof from any cause whatsoever, excluding normal wear and tear.

“Chairman” means the chairman of the Committee as described in Section 3.05

“Chlorinated Bottoms Feedstock Agreement” has the meaning assigned to such term in Section 18.01.

“Claims” means all claims, demands, suits, damages, liabilities, losses or other expenses (including, without limitation, reasonable attorneys’ fees).

“Closing Date” means the date on which this Agreement is executed by all parties.

“Code” means the Internal Revenue Code of 1986, as amended and hereafter amended, and regulations thereunder.

“Commissioning Date” means the first day on which reactive chemicals (EDC, VCM, CH4 etc.) are introduced into the Existing VCM Plant for the purposes of preparing the Existing VCM Plant for the Start-Up Date. The Commissioning Date follows the “Shutdown Date” and precedes the “Start-Up Date.”

“Committee” has the meaning assigned to such term in Article III.

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“Company’s Property” means all properties, rights and assets owned by the Company, including but not limited to the Land and any rights-of-way granted pursuant to this Agreement or any Ancillary Agreements.

“Condemnation” means the taking or expropriation of all or any portion of the Company’s Property by the exercise of the power of eminent domain or condemnation, or a conveyance of all or part of the Company’s Property in lieu of such a taking or expropriation.

“Contribution” means, as to any Member, the property and/or cash contributed by it to the Company under Article IV.

“Current Employees” means employees of PPG Parties as of the Commissioning Date.

“Decisions of Importance” has the meaning assigned to such term in Section 3.19.

“Engineering and Construction Management Agreement” has the meaning assigned to such term in Section 18.01.

“Entity” means any corporation, company, joint venture, estate of a decedent, trust, unincorporated organization or association, Governmental Authority or other Person.

“EVC Technology Agreement” has the meaning assigned to such term in Section 18.01.

“Existing VCM Plant” means the pre-expansion VCM plant in Lake Charles, Louisiana, as further described in Exhibit A of the Asset Transfer Agreement, that is currently owned and will continue to be owned until the Commissioning Date by PPG. Unless and to the extent specifically excluded below, all assets located at the Existing VCM Plant will be conveyed to the Company on the Commissioning Date. Finished goods and work in process as of the Commissioning Date shall not be part of the Existing VCM Plant and shall remain the property of PPG.

“Expanded VCM Plant” means the post-expansion VCM plant in Lake Charles, Louisiana which will be owned by the Company.

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“Extraordinary Costs” are unforeseen expenses associated with (A) compliance with health, safety or environmental Laws, (B) Casualty losses or (C) Start-Up Costs.

“Fixed Costs” has the meaning assigned to such term in the Manufacturing and Services Agreement.

“Fixed Costs Allocation Date” means the first day of the calendar month following the Start-Up Date; provided, however, that if the Start-Up Date occurs on the first day of a calendar month, the Fixed Costs Allocation Date shall be the Start-Up Date.

“Former Employees” means those employees of PPG Parties no longer employed by PPG Parties as of the Commissioning Date.

“Governmental Authority” means the United States of America, any state thereof, or any political subdivision of any of the foregoing including, but not limited to courts, departments, commissions, boards, bureaus, agencies and other instrumentalities.

“IMM” has the meaning assigned to such term in Section 7.01.

“Insolvent” means, as to any Member, that:

(A)files a voluntary petition, or has filed against it an involuntary petition and such involuntary petition is not dismissed within ninety (90) days, under Title 11 U.S.C. or other applicable federal bankruptcy laws;

(B)is otherwise insolvent within the meaning of Title 11 U.S.C. or other applicable federal bankruptcy laws;

(C)makes a general assignment for the benefit of such Member’s creditors; or

(D)a receiver, trustee, or agent is appointed or authorized, by agreement or applicable law, to take charge of any or all of the property of such Member for the purposes of enforcing a lien against such property, or for the purpose of a general administration of such property for the benefit of such Member’s creditors.

“Lake Charles Complex” means, collectively, the PPG Chemicals Complex and the Expanded VCM Plant.

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“Land” means the real property described in Exhibit A, owned by the Company on which the Expanded VCM Plant will be principally located.

“Law” means any law, statute, decree, requirement, order, judgment, rule or regulation of, including the terms of any license or permit issued by, any Governmental Authority.

“Manufacturing and Services Agreement” has the meaning assigned to such term in Section 18.01.

“Member” means either PPG or Vista, as applicable, in its capacity as a member of the Company.

“Members” means PPG and Vista, collectively, in their capacities as the members of the Company.

“Operating Budget” has the meaning assigned to such term in the Manufacturing and Services Agreement.

“Operations Manager” has the meaning assigned to such term in Section 3.17(B).

“Operator” means the operator of the Expanded VCM Plant as defined in Section 3.17.

“PPG Chemicals Complex” means PPG’s chemical facilities located in Lake Charles, Louisiana. The PPG Chemicals Complex does not include the Expanded VCM Plant.

“PPG Indemnified Parties” means PPG and its Affiliates, and their respective directors, officers, employees, agents and servants.

“PPG Parties” means PPG, PPG’s Affiliates and their respective employees, agents and servants including, without limitation, contractors of PPG.

“PPG Technology License Agreement” has the meaning assigned to such term in Section 18.01.

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“PPG/Vista Services Agreement” has the meaning assigned to such term in Section 18.01.

“Person” means any natural person or Entity.

“Point of Delivery” means: as to railcar deliveries, the fenceline of the PPG Chemicals Complex; as to barge or ship deliveries, the flange connecting the dock lines and the barge or ship; and as to pipeline deliveries, the inlet flange to the tanks currently serving as the Certainteed feed tanks.

“Product” means VCM or any other products produced by the Company.

“Production Ratio” means as to each Member the ratio of that Member’s actual VCM production requirement divided by the total VCM production for any given month.

“Project Manager” means the PPG employee assigned by PPG to manage the construction of the Expanded VCM Plant as described in Exhibit A to the Engineering and Construction Management Agreement.

“Regulation” means a regulation that is promulgated pursuant to the Code.

“Second Amendment of PPG-Vista Chlorine Sales Contract” has the meaning assigned to such term in Section 18.01.

“Secretary” means the secretary of the Committee as described in Section 3.05(B).

“Sharing Ratio” means, as to each Member, the ratio of that Member’s ownership interest in the Company to the sum of the ownership interests of all Members.

“Shutdown Date” means the first day on which the Existing VCM Plant is shut down to begin retrofitting of existing equipment, to complete the necessary tie-in of new equipment as identified in the VCM expansion design scope, and to complete normal pre-operational work prior to the Start-Up Date.

“Start-Up Costs” has the meaning assigned to such term in Section 2.01 of the Engineering and Construction Management Agreement.

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“Start-Up Date” means the first calendar day on which EDC is fed to one of the three VCM cracking furnaces in the Expanded VCM Plant following the Commissioning Date. This is also the date that the Existing VCM Plant becomes the Expanded VCM Plant for purposes of this Agreement.

“Transfer” means a sale, exchange, assignment, pledge, hypothecation or any other disposition, whether voluntary or involuntary.

“VCM” means polymer grade vinyl chloride monomer.

“VCM Toll Processing Agreement” has the meaning assigned to such term in Section 18.01.

“Variable Costs” has the meaning assigned to such term in the Manufacturing and Services Agreement.

“Vista Indemnified Parties” means RWE-DEA and its affiliates, Vista and its Affiliates, and each of their respective directors, officers, employees, agents and servants.

“Vista Parties” means Vista, Vista’s Affiliates and their respective agents, employees and servants including, without limitation, contractors of Vista.

“Vista Technology License Agreement” has the meaning assigned to such term in Section 18.01.

ARTICLE II

ORGANIZATION

2.01Formation. The Members have established the Company pursuant to and subject to the Act. The articles of organization of the Company (the “Articles of Organization”) state that the purpose of the Company is to engage in any lawful activity for which limited liability companies may be formed under the Act. The Articles of Organization describe the Company’s management powers by reference to this Agreement. The Articles of Organization also contain authorization pursuant to the Act that third parties may rely on a certificate signed by the Secretary for all purposes pertinent to the operations of the Company.

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2.02Purpose. The purpose of the Company is to (A) own, operate and maintain the Expanded VCM Plant; (B) produce VCM for benefit of the Members; and (C) make, enter into and perform all contracts and agreements, pay all costs and expenses, and do and perform such other acts and things as the Members may deem necessary or advisable to carry out the foregoing objectives and purposes. Each Member shall take in kind or separately dispose of its proportionate share of all VCM produced from the Expanded VCM Plant.

2.03Ownership Interest. Initially, PPG shall own fifty percent (50%) of the Company and Vista shall own fifty percent (50%) of the Company. Each Member’s ownership interest is subject to change pursuant to the terms and conditions set forth in this Agreement.

ARTICLE III

MANAGEMENT

3.01Committee. In accordance with the Act, the Company shall be managed by its Members.

3.02Business Decisions. The Members agree that except for operational tasks delegated to the Operator, the Members shall make cooperative business decisions in collaboration with each Member consistent with Section 3.01. In order to coordinate management by the Members, the Members agree to the formation of a Committee to carry out their respective duties under Section 3.19. For the convenience of conducting orderly operations by the Company, PPG shall serve as Operator pursuant to Section 3.17.

3.03Number of Members on Committee. The number of members of the Committee shall be even and as determined from time to time by the Members, but the number shall not be less than two (2) nor more than ten (10). Each Member shall have the power and right to appoint one-half (1/2) of the members of the Committee. There shall be two (2) voting members of the Committee and each Member shall initially have the power and right to appoint one (1) voting member. In the event that the percentage ownership interest of the Members changes from PPG initially owning fifty percent (50%) of the Company and Vista initially owning fifty percent (50%) of the Company, then the value and voting effect of the voting members’ votes shall be weighted to reflect and conform

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with the change in the ownership percentages subject to Section 3.22. The non-voting members shall be selected as appropriate to support the Committee with their technical and management skills. Initially, the number of members of the Committee will be six (6), three (3) of whom will be appointed by PPG and three (3) by Vista.

3.04Resolution. As further provided herein, Decisions of Importance may be made by voting at meetings or by written approval of proposed resolutions; however, a meeting is required if either of the Members so requests.

3.05Chairman and Secretary. (A) A Chairman shall preside over meetings of the Committee. The Chairman shall be one of the two voting members of the Committee. From the date of formation of the Company to the end of the calendar year during which the Company was formed, the Chairman shall be appointed by PPG. Each year thereafter, the Members shall alternate in choosing the Chairman.

(B)The Committee shall be assisted by a Secretary chosen by the Committee from among the non-voting members of the Committee. The Secretary shall give, or cause to be given, notice of all meetings of the Committee and all other notices required by law or by this Agreement. The Secretary shall keep minutes as described in Section 3.11 and shall perform such other duties as may be assigned to him or her by the Committee.

3.06Location of Meetings. Meetings of the Committee shall be held at the Expanded VCM Plant or at such other place as may, from time to time, be fixed by agreement of the Members.

3.07Regular Meetings. Regular meetings of the Committee shall be held each Calendar Quarter, unless waived by the unanimous agreement of the Members. Any business which properly may be transacted by the Committee may be transacted at any regular meeting thereof.

3.08Special Meetings. Special meetings of the Committee may be called by either of the voting members of the Committee or by the Operations Manager (as defined in Section 3.17) stating in each case the purpose or purposes of such meeting. Notice of a special meeting stating the time, place, and purpose or proposed purpose thereof shall be communicated to each member of the Committee at his usual place of business by mail, fax or personal delivery not later than seven (7) days before the day of such meeting. Any Committee member may waive notice of a special meeting by his presence at such meeting or in writing either before or after such meeting is held, and any meeting shall be valid

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without any notice thereof having been given if all of the voting members shall be present thereat. Unless otherwise agreed by all of the voting members present at a special meeting, the business to be transacted at such special meeting shall be limited to that stated in the notice.

3.09Proxy. At any meeting of the Committee, a voting member may be represented by another Committee member provided (A) such other member has been appointed by the same Member which appointed such voting member, and (B) there is tendered a written proxy with such authority signed by such Member or voting member.

3.10Quorum. At every meeting of the Committee, the presence of each Member’s voting member or his representative holding a proxy as set forth in Section 3.09 shall be necessary to constitute a quorum. In the absence of a quorum, a majority of the members of the Committee present may adjourn any meeting.

3.11Minutes. The deliberations of each meeting shall be reported in minutes which shall state the date and place of the meeting, the members present and the Members they represent, any items, documents or reports submitted for discussion, a summary of the discussion, the resolutions put to a vote and the result of the voting. The minutes shall be signed by the Secretary and entered in a minute book kept at the principal office of the Company.

3.12Resolutions in Lieu of Meeting. In lieu of convening a meeting, either voting member may request in writing that the other voting member approve in writing a proposed resolution. In such event, the voting member requesting approval of the resolution shall deliver to the other voting member three (3) signed originals of the resolution and an explanation of the reasons for adoption thereof. If the other voting member agrees with the resolution, he shall evidence same by signing it and returning one (1) executed original to the voting member requesting approval of the resolution and one executed original to the Secretary for filing in the minute book. If such resolution is not signed by the other voting member within thirty (30) days of the delivery of the proposed resolution, then it shall be deemed to have been rejected.

3.13Compensation. The members of the Committee shall not be entitled to compensation by the Company for their services or reimbursement for their expenses, except that the Operations Manager’s expenses related to the meeting shall be a Company expense.

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3.14Resignation. Any member of the Committee may resign at any time by giving written notice thereof to the Chairman of the Committee. Any resignation shall be effective immediately unless a date certain is specified for it to take effect, and acceptance of any resignation shall not be necessary to make it effective.

3.15Removal. Any member of the Committee may be removed at any time by the Member that appointed such member.

3.16Appointment of Replacement. In the case of any vacancy on the Committee created by death, resignation or removal of any member, the Member that appointed such member shall appoint a new member. Such appointment shall be evidenced by an instrument in writing signed by the appointing Member and delivered to the other Member.

3.17Operator. (A) Except as provided herein, PPG shall be the Operator of the Expanded VCM Plant under the terms of this Agreement and pursuant to the terms of the Manufacturing and Services Agreement. The Operator can delegate all or some of its authority to the Operations Manager.

(B)There shall be established, by appointment of the Committee, an Operations Manager who shall be an employee of the Operator. The Operator shall have the right to remove, transfer and nominate candidates for the Operations Manager. If the Committee rejects a nominee, the Operator will nominate another candidate until a candidate is approved by the Committee.

(C)If the PPG Chemicals Complex is to be acquired by a Person, other than a PPG Affiliate, directly or through the sale of more than fifty percent (50%) of the stock of PPG or a PPG Affiliate owning the PPG Chemicals Complex, PPG shall give written notice to Vista and Vista shall have the option to assume the responsibilities of Operator under this Agreement and under the Manufacturing and Services Agreement, to the extent and only to the extent they involve supervision, operating labor and maintenance labor. PPG will use reasonable efforts to assist Vista in regards to assignment of permits or obtaining new permits that are necessary for the operation of the Expanded VCM Plant.

3.18Attendance at Meetings by Operations Manager. The Operations Manager will participate in Committee meetings unless otherwise decided by unanimous decision of the voting members of the Committee. The Operations Manager shall not be entitled to a vote on Committee issues.

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3.19Decisions of Importance. The Operator is not delegated the following Decisions of Importance and therefore must submit them to the Committee and obtain approval prior to proceeding with any of the following:

(A)approving the Budget provided, however, that the existing Budget shall be temporarily extended if the new Budget has not yet been approved;

(B)authorizing expenditures in excess of those authorized under the Budget;

(C)authorizing capital expenditures in excess of an amount as authorized by the Committee including, without limitation, materially expanding the capacity of the Expanded VCM Plant;

(D)unless included in an approved Budget, entering into (1) purchase contracts for materials or equipment; (2) service contracts, including consultant contracts; or (3) leases of real property or equipment; in each case in an amount or under terms in excess of those authorized by the Committee;

(E)making donations or payments of membership dues in excess of an amount authorized by the Committee;

(F)authorizing expenditures for the licensing or purchase of technology and patents;

(G)revising specifications for the types, grades and qualities of Product to be produced by the Company;

(H)investing funds;

(I)determining the scope of research and development projects and approval of expenditures related thereto;

(J)commencing, prosecuting, defending and/or settling claims or litigation, except that the Operations Manager shall have the power to commence defense to avoid defaults or penalties for the Company if, as promptly as reasonably possible after the commencement of such defense, he notifies the Committee of the action taken, and thereafter the Committee shall have authority thereover;

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(K)choosing the independent auditor to audit and report on operations of the Company;

(L)opening and closing bank accounts and designating the persons who have authority to make withdrawals;

(M)handling, dealing with or establishing any matter specifically reserved for the Committee under this Agreement;

(N)selling, transferring, leasing or otherwise disposing of Company assets in excess of amounts as authorized by the Committee; provided, however, that no such disposition of Company assets shall be made to any Member without the unanimous approval of the Committee;

(O)establishing or maintaining salaries, pension plans, bonus plans, plans for retirement allowance, adopting formal employee welfare plans and policies or other remunerations or allowances for Company employees;

(P)abandoning the manufacture of any Product or manufacturing or selling any new Product or Product lines;

(Q)issuing any press releases relative to or affecting the Company;

(R)determining the type and dollar amount of insurance coverage and deductibles for the Company;

(S)forming any subsidiary or making any investment in any other Person by the Company;

(T)materially changing the nature of the main purpose or business of the Company;

(U)creating any mortgages, security interests or liens on any assets of the Company;

(V)approving any contracts with any Member or any Affiliate;

(W)altering or amending the Articles of Organization;

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(X)acquiring any Person by the Company;

(Y)borrowing money on behalf of the Company;

(Z)designating the IMM or the Accounting Member; and

(AA)any other Decisions of Importance which the Committee may, from time to time, define as a non-delegated matter at any general or special meeting.

3.20Emergency Action. Notwithstanding Section 3.19, the Operations Manager shall have authority and responsibility to protect the integrity of the Expanded VCM Plant. When an emergency arises which may jeopardize human health or safety or the environment, the Expanded VCM Plant or its safe operation, and the action necessary to alleviate such emergency would otherwise require approval by the Committee, the Operations Manager shall have the right to take necessary and appropriate action without such approval, but shall advise the Committee of such actions as soon as practicable.

3.21Rights of Access to the Expanded VCM Plant. Each Member and its designated Agents have the right to enter the Expanded VCM Plant and to observe Company operations.

3.22Resolution of Decisions of Importance. The following Decisions of Importance which are assigned to the Committee pursuant to Section 3.19 shall be determined pursuant to the following procedures.

(A)The following Decisions of Importance shall be based upon unanimous consent of all voting members of the Committee. In the event that unanimous consent of the voting members of the Committee cannot be obtained, the Decisions of Importance listed below shall be resolved pursuant to Section 13.01 and Section 13.02, but not pursuant to Section 13.03.

(1)borrowing money on behalf of the Company;

(2)materially expanding the capacity of the Expanded VCM Plant;

(3)forming of any subsidiary or investing in any other Person by the Company;

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(4)materially changing the nature of the main purpose or business of the Company;

(5)creating any mortgages, security interests or liens on any assets of the Company;

(6)entering into any agreements or contracts with any Member or Affiliate;

(7)altering or amending the Articles of Organization;

(8)authorizing capital expenditures in excess of amounts as authorized by the Committee;

(9)selling, transferring, leasing or otherwise disposing of Company assets in excess of amounts as authorized by the Committee; provided, however, that no such disposition of Company capital assets shall be made to any Member without the approval of the Committee;

(10)acquiring of any Person by the Company; and

(11)determining the type and dollar amount of insurance coverage deductibles for the Company.

(B)All other Decisions of Importance not listed in Section 3.22(A) shall be resolved by a majority vote of the voting members of the Committee. In the event of a tie vote, the Decision of Importance shall be resolved pursuant to Article XIII.

(C)Notwithstanding anything above, either Member shall be able to reopen on behalf of the Company the cost mechanisms pursuant to the terms and conditions set forth in Sections 4.05 and 4.06 of the Manufacturing and Services Agreement.

3.23Authority. The Committee may delegate authority as necessary to Persons or Members to act on behalf of the Company on certain matters authorized by the Company as necessary to carry out the business of the Company.

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ARTICLE IV

CONTRIBUTIONS

4.01Initial Capitalization. The initial total capitalization of the Company shall be One Thousand Dollars ($1,000), which amount shall be fully paid in at the time of the formation of the Company. Vista and PPG shall each contribute Five Hundred Dollars ($500) towards the initial capitalization of the Company.

4.02Contribution by Vista. Vista will pay to the Company Sixty Million Dollars ($60,000,000) in order to pay for the design and construction of the Expanded VCM Plant. The payment by Vista to the Company shall be governed by the terms and provisions of the Engineering and Construction Management Agreement.

4.03Contribution by PPG. (A) PPG will contribute to the Company on the Commissioning Date the following:

(1)the assets of the Existing VCM Plant; and

(2)any costs or other expenses incurred in excess of sixty million dollars ($60,000,000), in designing and constructing the Expanded VCM Plant (“Excess Costs”), unless provided for in this Agreement or any Ancillary Agreement. Any contribution under this Section 4.03(A)(2) will be taken into account in the determination of PPG’s basis in the assets of the Company but will not be considered an additional capital contribution for purposes of Sections 4.04 or 4.05 of this Agreement. Excess Costs incurred by PPG will be considered as incurred by PPG for its own account or, if not allowed as a loss, contributed to the Company by PPG and, in any event, shall not be considered as amounts paid to or for the benefit of Vista in the formation of the Company and shall not impact the Sharing Ratio.

(B)PPG will contribute to the Company within one hundred twenty (120) days of execution of this Agreement, pursuant to a special warranty deed, the Land.

4.04Additional Capital. The Committee may determine from time to time that the Company requires additional capital. At any time that the Committee makes this determination, the Committee shall give written notice to each of the Members stating (A) the aggregate cash balance of the Company as of the date of such notice, (B) the aggregate amount of funds that the Committee reasonably believes is needed by the Company to meet

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its working capital requirements, (C) the reasons such additional funds are needed, and (D) the amount of each Member’s required additional capital contribution calculated in accordance with the Sharing Ratio. Each Member’s additional capital contribution shall be paid in cash to the Company within thirty (30) days after the date of such notice.

4.05Default.

(A)In the event any Member (the “Non-Contributing Member”) shall fail to timely make in full any capital contribution required to be made by it and the other Member (the “Contributing Member”) makes a substitute contribution, the Sharing Ratio shall be adjusted by the amount of the contribution made by the Contributing Member using the capital balance amounts existing immediately prior to the contribution by the Contributing Member.

(B)In addition, if a Member makes its capital contribution but does not pay any contribution amount for the Non-Contributing Member or its contribution amount is less than all of the unpaid capital contribution of the Non-Contributing Member, then the Company shall set-off against any distributions (on a cash cost basis) or allocation payable to the Non-Contributing Member an amount equal to the amount of the capital contribution not paid by the Non-Contributing Member (after giving effect to any partial payment of such amount by the Contributing Member) together with interest at the prime rate as quoted by The Chase Manhattan Bank, N.A. from the date such amount was due.

(C)Each Member hereby acknowledges that (1) the Members are accepting their obligations under this Agreement in reliance upon the several commitments and obligations of the Members hereunder, and (2) the Members’ satisfaction of such commitments and obligations is the basis for determining each Member’s Sharing Ratio in the Company.

4.06Interest. No interest shall be paid by the Company on the initial or any additional capital contributions to the Company.

ARTICLE V

COST ALLOCATION AND ADJUSTMENTS

5.01Fixed Costs. Vista will pay Fixed Costs commencing on the Start-Up Date based on the following:

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(A)if the Start-Up Date occurs on a day other than the first day of a calendar month, fifty percent (50%) of the Fixed Costs between the Start-Up Date and the last day of the calendar month during which the Start-Up Date occurs;

(B)during the first year after the Fixed Costs Allocation Date, the lesser of forty-five percent (45%) of the Fixed Costs or Eight Million Eight Hundred Thousand Dollars ($8,800,000);

(C)during the second year after the Fixed Costs Allocation Date, the lesser of forty-seven and one-half percent (47.5%) of the Fixed Costs or Nine Million Six Hundred Thousand Dollars ($9,600,000);

(D)during the third year after the Fixed Costs Allocation Date, the lesser of fifty percent (50%) of the Fixed Costs or Ten Million Four Hundred Thousand Dollars ($10,400,000); and

(E)during the fourth year after the Fixed Costs Allocation Date until the dissolution of the Company, a percentage of Fixed Costs as determined by the applicable Sharing Ratio.

5.02Variable Costs. Each month commencing on the Start-Up Date, each Member shall pay to the Company the Variable Costs associated with the proportion of Product produced for that Member during that month which is equal to the total Variable Costs multiplied by the Member’s Production Ratio for the Month.

5.03Extraordinary Costs. Extraordinary Costs shall be allocated pursuant to the applicable Sharing Ratio.

5.04Cost Adjustments for EDC Inventory. Month to month increases in EDC inventory held by the Company will be allocated to the Members according to the Sharing Ratio. Month to month decreases in EDC inventory held by the Company shall be allocated to the Members according to the Production Ratio for that month. Prior to the Start-Up Date the Committee shall determine the mechanism whereby the Members differences in ethylene, chlorine and production cost arising from an inventory decrease and a difference in the Production Ratio of the Members is reconciled. Such mechanism shall include the payments of credits from one Member to the other for the ethylene, chlorine and the Production Costs used to produce the EDC quantity difference. The ethylene and the

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chlorine value in this credit adjustment shall be the price paid by Vista for ethylene and chlorine for that month according to the Second Amendment of PPG/Vista Chlorine Sales Contract and the PPG/Vista Services Agreement of equal date herewith.

ARTICLE VI

DISTRIBUTIONS

6.01Product Entitlement. From and after the Start-Up Date, each Member shall be entitled to a percentage of the output of Product from the Expanded VCM Plant equal to its Sharing Ratio unless otherwise agreed upon in writing by the Members. Sale or any other disposition of the Product after distribution shall be for the account of each Member and shall not be deemed to be a Company transaction.

6.02Estimate. The Operator shall estimate the output of Product from the Expanded VCM Plant and report such estimate to the Members on a basis as determined by the Committee.

6.03Product Take. By September 1 of each year, each Member will furnish its best estimates of the annual required quantity of Product from the Expanded VCM Plant for the following year by month and the following four (4) years by year, recognizing that such estimates shall not be treated as a commitment to take. Before the end of each month, each Member will also provide a ninety (90) day forecast of Product to be taken to enable the Operator to schedule shipping activities.

ARTICLE VII

INSURANCE AND CONDEMNATION

7.01Insurance Matters Member

(A)Unless and until the Committee determines otherwise, PPG is designated as the Insurance Matters Member (“IMM”) and as such shall assume responsibility for the purchase of insurance coverage and the administration of the insurance program for the Company. In the event that the Committee designates a new IMM, the Member serving as

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IMM shall continue as IMM for the remainder of the calendar year in which the IMM was changed by the Committee. The IMM and other Members shall use their best efforts to comply with responsibilities outlined in this section and in doing so shall incur no liability to the Company or any other Member.

(B)The IMM shall procure insurance coverage to conform with decisions of the Committee pursuant to Section 3.19 (R).

(C)The IMM shall freely consult with the other Member from time to time and shall keep it advised of material matters arising in connection with the insurance program. The IMM shall not agree to any changes to the coverage specifications on behalf of the Company without first obtaining the unanimous written consent of the Members.

(D)Costs shall be shared in the manner prescribed in Article V hereof. Insurance premiums and associated taxes and fees, and claims administration costs shall be considered Fixed Costs. Payments made to satisfy any deductibles or portion thereof applicable under the policies shall be considered Extraordinary Costs.

7.02Insurance. As determined by the Committee pursuant to Section 3.19 (R), the following types of insurance shall be effective on the Commissioning Date and shall be maintained in effect at all times thereafter. All insurance required under this Article shall be written on a designated location basis and shall apply solely to the use, operation and maintenance of the Expanded VCM Plant. All insurance policies shall name the Company, each of the Members and the Operator as insureds to the extent their respective interests may appear.

(A)The Company shall maintain all risk property and boiler and machinery insurance, covering physical loss or damage to the Expanded VCM Plant, including coverage for loss or damage due to fire, explosion, flood, earthquake or collapse, and comprehensive boiler and machinery coverage to include coverage for loss or damage due to electrical malfunction and mechanical breakdown. Such insurance shall cover all property of the Expanded VCM Plant, and shall not include an exclusion for resultant damage caused by faulty workmanship, design or materials. Coverage shall be written on a replacement cost basis for an amount equal to the replacement cost of the Expanded VCM Plant. The policy(s) shall contain an agreed amount endorsement waiving any coinsurance penalty.

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(B)The Company shall maintain comprehensive general liability insurance. Such coverage shall include premises/operations, explosion, collapse and underground hazards coverage, broad form contractual liability coverage, products/completed operations coverage, pollutant/contaminant release and clean-up coverage, broad form property damage coverage, and personal injury coverage.

(C)The Company shall maintain (1) workers’ compensation insurance satisfying statutory requirements, and (2) employer’s liability insurance, including coverage for occupational disease.

(D)The Company shall maintain business automobile liability insurance for owned, non-owned and hired vehicles.

(E)The Company shall maintain excess liability insurance written on a claims made basis in addition to above described coverage with terms and conditions at least as broad as the underlying policies.

(F)The Company may purchase officer, director and employee insurance pursuant to Section 14.06(H).

All insurance required herein shall be primary without right of contribution of any other insurance carried by or on behalf of either of the Members with respect to its interest in the Expanded VCM Plant. The policies evidencing such insurance shall contain contractual liability endorsements and waivers of subrogation in favor of the Members. Unless otherwise agreed to by the unanimous consent of the Members, insurance proceeds shall be used to replace and restore the Expanded VCM Plant as nearly as possible to the condition prior to the Casualty. Any surplus insurance proceeds shall be allocated pursuant to the Sharing Ratio.

7.03Condemnation. Unless otherwise agreed to by the unanimous consent of the Members, the proceeds of any Condemnation award shall be used to replace and restore the Expanded VCM Plant as nearly as possible to the condition prior to the Condemnation.

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ARTICLE VIII

INVENTIONS AND TECHNOLOGY

8.01Use by Member. Each Member shall have a nonexclusive, royalty-free, irrevocable right to use in its own operations all inventions, including patents and patent applications, and all technology which are conceived or developed by the Company or which are conceived or developed by the Operator in its capacity as Operator subsequent to the effective date of this Agreement. This right to use can be extended by either Member to any of its Affiliates, but except for the provisions of this Section 8.01, may not be sublicensed.

8.02Patent Application. The Company shall have the right to file applications for patents at its expense in all countries on all inventions made by the Company. If the Company does not file an application on a particular invention, a Member who voted to file may do so at its own expense and the Company will assist that Member in filing the application and shall assign the application to that Member. Any patent(s) issuing from such an application shall be owned by that Member, with the Company and the other Member having a nonexclusive, royalty-free license, without right of sublicense, thereunder to practice under the claims of such patent(s) in its own or its Affiliates’ operations.

8.03Execution of Documents. If any invention owned by the Company arises in whole or in part out of the efforts of employees or consultants of a Member, such Member will take all reasonable steps to have such employees or consultants execute all documents necessary to file such patent applications and to obtain letters patent for such inventions and assign such patents to the Company. Each Member represents that its employees and consultants are or will be obligated by contract to assign to it inventions made by them during their employment.

ARTICLE IX

BOOKS, RECORDS, INVOICES AND ACCOUNTS

9.01Maintenance, Inspection of Books and Audit. The Operator shall maintain a complete and accurate set of books and records for the Company in accordance with generally accepted accounting principles and practices for the U.S. chemical industry. Such

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books and records of the Company shall be kept at such location or locations agreed to by the Committee, and upon reasonable advance notice, may be inspected at any reasonable time by any Member or its Agents during normal business hours. Each of the Members shall have the right and opportunity to examine and inspect at the inspecting party’s expense, during normal business hours, upon reasonable notice to Operator, all books and records of the Company relating to the operation of the Expanded VCM Plant during the term of this Agreement. For the limited purpose of verifying the accuracy of charges submitted by Operator to the Company for services provided, Vista shall have the right to review PPG’s records relating to such charges. To safeguard the confidentiality of PPG’s records, any such audit by Vista of PPG’s records shall be conducted through the use of independent auditors. Neither PPG nor Operator shall be required to keep such books and records for longer than required by the PPG Records Retention Policy. Operator shall make all necessary adjustments required by any such audit or inspection with proper settlement therefor to the Members if and when such adjustments, or any of them, are approved by the Members; provided, however, no adjustment will be made, whether favorable to PPG or Vista, for any reason whatsoever, after four (4) years from the end of the year in which such charge was incurred. Nothing contained in this Agreement shall be construed to require PPG to divulge to the Company or Vista any non-Company records which PPG reasonably deems to be confidential or proprietary.

9.02Method of Accounting and Fiscal Year. In the preparation of its financial statements the Company shall employ generally accepted accounting principles consistently applied in a manner as the Accounting Member shall determine. In choosing between acceptable alternative methods of accounting the Accounting Member shall adopt such methods as most closely conform with the methods of accounting employed by the Members. If the methods of accounting employed by the Members differ, the Accounting Member shall select such method or methods which produce the least disparity between the method employed by the Company for financial statement purposes and that employed by a majority of the Members for federal income tax purposes. If no such method or methods exist the good faith determination of the Accounting Member shall be conclusive.

9.03Company Financial Statements and Operating Reports. The Operator shall provide to each Member:

(A)Within five (5) business days after the end of each calendar month:

(i)operating cost statement

(ii)production yield statement

(iii)raw material & product stock balance

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(iv)balance sheet

(v)capital expenditure status report

(B)Within fifteen (15) business days after the end of each Calendar Quarter, a cash flow statement.

(C)Within ninety (90) days after the end of each fiscal year, the audited balance sheet and the related statements of operating cost, cash flow, and Member’s capital setting forth comparative figures for the preceding year and examined by independent certified public accountants selected by the Committee.

9.04Cash Account. The Company will maintain, and the Members will fund, the minimum practical cash account required to fund operations. Each of the Members will pay invoices submitted by the Company promptly pursuant to such procedures as may be established by the Committee.

9.05Disputes. Disputes regarding invoices shall not relieve either of the Members of its obligation to pay invoices promptly. In the event of such a dispute, the Member disputing the invoice shall pay the invoice, and such payment will be deemed to be with reservation of rights to dispute the amount of the invoice. The Members shall in good faith attempt to resolve the dispute at the accounting department level. If the Members are unable to resolve the dispute, then the Committee shall resolve the dispute.

ARTICLE X

TAX & FINANCIAL ACCOUNTING MATTERS

10.01Tax Characterization, Tax Elections and Tax Returns.

(A)The Members intend and acknowledge that the Company does not have a majority of corporate characteristics and therefore will be classified under §7701 of the Code as a “partnership” for Federal and Louisiana state income tax purposes and not as an association taxable as a corporation. All provisions of the Articles of Organization and this Agreement are to be construed so as to preserve partnership classification and to avoid classification as an association taxable as a corporation.

(B)With Respect To Tax Election:

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(1)Pursuant to Code §761(a) and Treasury Reg. §1.761-2, each Member will, and hereby does, elect to exclude the Company from the provisions of Subchapter K of the Code (the “Section 761 Election”). If for any reason the Section 761 Election is revoked or disallowed, the Company will be operated as a partnership for federal and state income tax purposes and the partnership provision of Article X contained in Exhibit B will be effective for the Company.

(2)the Members shall submit to the Internal Revenue Service a request for a ruling: (i) that the Section 761 Election is effective, (ii) that §1031 of the Code shall apply to the formation of the Company and neither Member will recognize gain or loss on the transfer of cash or property to the Company and (iii) that §197(f) (2) of the Code shall apply so that no Member will be deemed to acquire any Section 197 Asset except to the extent, if any, of the adjusted basis of Section 197 Assets in the hands of an exchanging Member. If the Company and its Members do not receive a favorable ruling on their request before the due date (including extensions) of the initial U.S. partnership return for the Company, the Members shall revoke or otherwise abandon the Section 761 Election. In the event such ruling is received before such date, Exhibit B shall not apply to Company operations.

10.02Financial Accounting for the Company as Required by the Members.

The Company will establish books of account for the Company and will prepare such financial reports and statements as directed by the Members. Such books of account and financial statements shall reflect the investment of the Members in the Company and shall account for all Fixed Costs and Variable Costs of the Company as contemplated by this Agreement.

10.03Allocations of Expenses and Costs to Members.

(A)Except as otherwise provided, expenses and costs of the Company shall be determined and charged to the Members in accordance with the Budgets authorized by the Members. Subject to the provisions of this Section 10.03, any item of income, gain, loss or expense of the Company shall be shared by the Members in accordance with each Member’s respective Sharing Ratio in effect at the time the item is accrued for financial statement purposes.

(B)Each Member will undertake to account for its proportionate share of the assets, liabilities or expenses of the Company in a manner consistent with this Agreement and with any rulings received from the United States Treasury Department. Should a

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Member determine to report its investment or participation in the Company in a manner inconsistent with any tax ruling or this Agreement, such Member will notify the other Members.

10.04Allocation for Federal Income Tax Purposes.

The Members acknowledge and agree that for federal and state income tax purposes each Member will be treated as owning an undivided interest in each asset or liability of the Company in accordance with the Sharing Ratio. The basis of each Member in such assets will reflect the federal income tax basis of the property contributed to the Company and the amount of any increase or decrease in the basis of each Member’s investment in the Company as determined for federal income tax purposes.

10.05Tax Matters.

(A)The Operator is designated as the Tax and Financial Accounting Matters Member (“Accounting Member”). The Accounting Member and the other Members shall use their best efforts to comply with responsibilities outlined in this Section and in the Code and in doing so shall incur no liability to any other Member. Notwithstanding the Accounting Member’s obligation to use its best efforts in the fulfillment of its responsibilities, the Accounting Member shall not be required to incur any expenses for the preparation for or pursuance of administrative or judicial proceedings, unless the Members agree on a method for sharing such expenses.

(B)The Accounting Member shall prepare and file all required federal, state, and local Company tax returns, including all sales, use and other excise tax returns. In preparing such returns the Accounting Member shall use its best efforts and in doing so shall incur no liability to any other Member with regard to such returns. Upon the request of any Member, the Accounting Member shall submit to such Member a copy of the tax returns for review.

(C)The Accounting Member shall keep all Members informed of any significant administrative or judicial proceedings involving the Company.

(D)Any Member intending to commence any judicial action with respect to any Company item or to other tax matters involving the Company, shall notify the other Member, prior to such filing, of the nature of the contemplated proceeding. In the case where the Accounting Member is the Member intending to file or commence such action, such notice shall be given within a reasonable time to allow the other Members to

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participate in the choosing of the forum in which such action will be filed if the action has any material direct or indirect consequences to the other Members. If the Members do not agree on the appropriate forum, the Accounting Member shall choose the forum. If a Member intends to seek review of any court decision rendered as a result of such a proceeding, such Member shall notify the other Member prior to seeking such review.

10.06Transfers.

Transfers of a Member’s ownership interest in the Company shall be governed by this Agreement. A Member transferring its interest, or any part thereof, shall notify the Accounting Member in writing within two weeks of such transfer.

10.07Notices.

All correspondence or notice relating to any tax or accounting matter for the Company shall be forwarded to the Accounting Member. So long as PPG serves as Accounting Member, notices shall be forwarded to:

PPG Industries, Inc.

One PPG Place

Pittsburgh, PA 15272

Attention: Tax Department

ARTICLE XI

DISSOLUTION AND LIQUIDATION

11.01Dissolution. Dissolution of the Company shall be governed by the Act. Notwithstanding the foregoing, any remaining Member(s) shall have the right to continue the Company upon the death, insanity, interdiction, withdrawal, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or occurrence of any other event which terminates the continued membership of a Member in the Company, and the Company shall continue so long as all remaining Member(s) agree(s) to continue the Company within ninety (90) days after such termination event with respect to a Member, and the surviving Entity shall thereafter be the “Company”. The remaining Member(s) may establish and effectuate a plan by which the Company merges with or into another Entity pursuant to the

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Act or other applicable Law. A sole remaining Member may elect to continue the business of the Company as a sole proprietorship.

ARTICLE XII

RIGHT OF FIRST REFUSAL; SALE/PURCHASE OPTION

12.01Right of First Refusal.

(A)No Member shall sell any or all of its ownership interest in the Company until five (5) years after the Start-Up Date. If a Member who is not in default under this Agreement (the “Seller”) shall receive a bona fide written offer on or after the fifth (5th) anniversary of the Start-Up Date from a Person other than an Affiliate of the Seller (the “Third Person”) for the purchase of any or all of the Seller’s interest in the Company (the “Seller’s Interest”) at a price and under terms and conditions acceptable to the Seller, then the Seller shall (1) notify the other Member (the “Non-Selling Member”) and the Company of the Third Person’s offer, setting forth in reasonable detail the terms and conditions of the offer and identifying the Third Person, its principals and affiliates (the “Seller’s Notice”); and (2) give a right of first refusal to the Non-Selling Member to purchase the Seller’s Interest on the same terms and conditions as are set forth in the Third Person’s offer.

(B)Except as otherwise provided in Section 12.01(C), the Non-Selling Member shall respond in writing to the Seller’s Notice within thirty (30) days of receipt stating whether it wishes to exercise its right of first refusal. If the Non-Selling Member does not respond to the Seller’s Notice within such thirty (30) day period, then the Non-Selling Member shall be conclusively presumed to have chosen not to exercise its right of first refusal and the Seller may proceed with the sale of the Seller’s Interest to the Third Person pursuant to the terms set forth in the Seller’s Notice.

(C)f the Non-Selling Member elects to exercise its right of first refusal and so notifies the Seller pursuant to Section 12.01(B), then such Non-Selling Member shall purchase and the Seller shall sell the Seller’s Interest pursuant to the terms and conditions set forth in the Seller’s Notice. The closing of such sale shall be held at a time and place to be determined by the Parties; provided, however, that the closing must occur by the later of the date of closing specified in the Seller’s Notice or ninety (90) days after the Non-Selling Member gives notice of its election to purchase the Seller’s Interest; and provided further, that the closing shall be subject to any delay caused by the (1) failure of the Seller, the Non-Selling Member or the Company to obtain, despite their mutual reasonable efforts, all

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necessary consents and approvals; or (2) existence of any injunctive or other action undertaken by any Person which may prevent the consummation of such purchase.

(D)If the Third Person’s offer provides for consideration other than cash or an obligation to pay cash in the future (“Unique Consideration”), the Seller and Non-Selling Member shall agree to an amount of cash in lieu of the Unique Consideration within thirty (30) days of the date of the Seller’s Notice. If the Non-Selling Member and the Seller cannot reach an agreement in regard to the cash value of the Unique Consideration within such period, then the Seller and Non-Selling Member shall each select a qualified appraiser. The appraisers shall each report in writing the results of their appraisals of the Unique Consideration within sixty (60) days of Seller’s Notice. The cash value of the Unique Consideration shall be the average of the cash value assigned to the Unique Consideration by the appraisers. The fees of each of the appraisers shall be borne by the party by whom they were retained. Within ten (10) days of receipt of the cash valuation of the Unique Consideration as determined pursuant to this Section 12.01(D), the Non-Selling Member may notify the Seller in writing that it no longer wishes to purchase the Seller’s Interest and, in such an event the Non-Selling Member will have no further obligation to the Seller, and the Seller may proceed with the sale of the Seller’s Interest to the Third Party pursuant to the terms of the Seller’s Notice.

(E)During any periods of negotiation between Seller and either the Non-Selling Member or a Third Person, Sections 12.02 and 12.03 are suspended and may not be invoked by either Member.

(F)Upon the closing of the sale of the Seller’s Interest to the Third Person pursuant to the terms of the Seller’s Notice, the Third Person shall become a Member of the Company and shall execute a duplicate of this Agreement, and certain Ancillary Agreements, in each case as earlier amended to reflect the inclusion of the new Member, and shall have all of the rights and obligations of a Member herein and therein. No sale of the Seller’s Interest shall relieve Seller of its obligations under Article XIV.

12.02Good Faith Negotiations. Beginning five (5) years after the Start-Up Date, either Member (the “Initiating Member”) may offer, in writing, to enter into good faith negotiations with the other Member (the “Receiving Member”) for the sale of the Initiating Member’s full or partial share of the Company. Upon receipt of such an offer, the Receiving Member shall enter into good faith negotiations with the Initiating Member for a period of not less than ninety (90) days. If the Members are unable to reach an agreement within this period, the Initiating Member shall be free to sell for a period of ninety (90) days after the negotiating period to a third Person. During the ninety (90) day

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good faith negotiating period and for ninety (90) days thereafter, Sections 12.01 and 12.03 shall be suspended. Such sale to the third Person shall be for the same ownership percentage offered to the Receiving Member at a price and under terms and conditions no less favorable than were offered to the Receiving Member. If the Initiating Member enters into a letter of intent with a third Person within ninety (90) days after the negotiating period, Sections 12.01 and 12.03 will remain suspended for an additional one hundred eighty (180) days to allow completion of any sale of interest.

12.03Option.

(A)At any time after the fifth (5th) anniversary of the Start-Up Date, each Member shall have the option to purchase all of the other Member’s ownership interest in the Company by submitting an offer (“Offer”) to the other Member. Within ninety (90) days after the date of the Offer, the other Member (the “Non-Offering Member”) shall either (1) agree to sell the Non-Offering Member’s ownership interest in the Company to the Offering Member pursuant to the terms and conditions of the Offer; or (2) agree to purchase the Offering Member’s ownership interest in the Company pursuant to equivalent terms and conditions as set forth in the Offer.

(B)The closing date of the above-described transaction shall be within ninety (90) days of the date the Offer was made (the “Option Closing Date”) provided, however, that the closing shall be subject to any delay caused by the (1) failure of the Members or the Company to obtain, despite reasonable efforts, all necessary consents and approvals; or (2) existence of any injunctive or other action undertaken by any Governmental Authority which may prevent the consummation of such transaction. During any negotiations under this Section, Sections 12.01 and 12.02 are suspended and may not be invoked by either party.

12.04Exceptions. Nothing set forth in Sections 12.01, 12.02, or 12.03 shall prohibit the following from taking place at any time:

(A)PPG shall be permitted to sell substantially all of the PPG Chemicals Complex including, without limitation, PPG’s ownership interest in the Company;

(B)PPG shall be permitted to sell substantially all of its assets including, without limitation, PPG’s ownership interest in the Company with respect to its chlor-alkali and derivatives business;

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(C)Vista shall be permitted to sell substantially all of its assets including, without limitation, Vista’s ownership interest in the Company with respect to its PVC resin and VCM business; or

(D)Vista shall be permitted to transfer substantially all of its assets including, without limitation, Vista’s ownership interest in the Company with respect to its PVC resin and VCM business to any subsidiary of RWE-DEA or to an Affiliate of RWE-DEA. Such subsidiary shall be permitted to sell all or part of its stock pursuant to public or private stock offerings.

ARTICLE XIII

DISPUTE RESOLUTION

13.01Negotiations. If any dispute to this Agreement arises between the Members, the Members will first enter into good faith negotiations to resolve the dispute in a commercially reasonable manner. The negotiations will be held by representatives of each Member who have the authority to settle any claims arising out of the dispute.

13.02Mediation. (A) If the dispute cannot be resolved through good faith negotiations, the matter shall immediately be referred to the respective senior management of each Member for mediation. Representatives shall be officers of each Member. Such mediation shall be non-binding and without prejudice and shall provide the Members with an opportunity to fully explore an amicable resolution of the subject dispute without the expense, delay and disruption of traditional litigation.

(B)All discussions and deliberations are considered settlement negotiations and may not be offered as evidence in any litigation or other proceedings.

(C)Mediation discussions shall be conducted pursuant to procedures mutually agreed upon by the Members.

(D)No arbitration procedures pursuant to Section 13.03 shall commence until completion of these mediation efforts. If either Member believes that progress is not being made, the Member may give the other Member notice of its intention to arbitrate pursuant

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to Article 13.03. No arbitration may commence concerning the matter in dispute until thirty (30) days have elapsed from the sending of the notice of intention to arbitrate.

13.03Arbitration. If a dispute cannot be resolved through good faith negotiation or mediation pursuant to Section 13.01 or Section 13.02, the dispute will be submitted for resolution by a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the Louisiana Arbitration Law, La. R.S. 9.4201 et seq. The arbitrators will apply the laws of the State of Louisiana to resolve the dispute. The arbitration will take place in Houston, Texas, no later than one hundred twenty (120) days after a request for arbitration is filed by a Member with the American Arbitration Association. Judgement upon an arbitration award may be entered in any court having jurisdiction. This arbitration provision will survive the termination of the Agreement and the dissolution of the Company.

ARTICLE XIV

INDEMNIFICATION

14.01PPG’s Indemnity. PPG will indemnify, defend and hold harmless the Company and the Vista Indemnified Parties from and against any and all Claims, whether for property damages, personal injury, governmental fines, penalties (including, without limitation, for the violation of operating permits), environmental or natural resources damages or liabilities (including remedial liabilities), exemplary or punitive damages or otherwise to the extent such Claims arise out of, result from or are attributable to:

(A)operation of the Lake Charles Complex including, without limitation, the Existing VCM Plant and the design and construction of the Expanded VCM Plant, in each case prior to the Commissioning Date;

(B)any representation or warranty of PPG contained herein which was false when made;

(C)the willful breach of any covenant or other promise of PPG contained herein;

(D)PPG Parties’ gross negligence; willful misconduct; wanton or reckless disregard for public safety; or intentional acts or omissions, the harmful consequences of which were intended, consciously desired, or were known to be substantially certain to follow from those acts or omissions;

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(E)the transportation, sale, exchange or use of VCM distributed to PPG by the Company after the Point of Delivery; or

(F)the Company’s or the Company’s employees’, agents’ or servants’ gross negligence; willful misconduct; wanton or reckless disregard for public safety; or intentional acts or omissions, the harmful consequences of which were intended, consciously desired or were known to be substantially certain to follow from those acts or omissions; provided that PPG shall have no liability under this Section 14.01(F) unless it has been determined pursuant to Article XIII that such Company liability is based on or attributable to the PPG Parties’ gross negligence; willful misconduct; wanton or reckless disregard for public safety; or intentional acts or omissions, the harmful consequences of which were intended, consciously desired, or were known to be substantially certain to follow from those acts or omissions;

The indemnities provided in this Section 14.01 shall survive dissolution of the Company, any successor thereto, and termination of this Agreement Any determination of liability of PPG under Section 14.01(D) and of the Company under Section 14.01(F), by a court of competent jurisdiction after all appeals have been exhausted shall be reviewed pursuant to Article XIII, in order to determine whether the damages based on liability under Sections 14.01(D) and/or (F) should be treated as such liability for the purposes of this Agreement. The mediation or arbitration shall compare the action, inaction, policy or procedure which gave rise to the finding of liability under Sections 14.01(D) and/or (F) to the common practices in the VCM manufacturing business including, but not limited to, Vista’s VCM manufacturing facilities and, if there is a determination of liability under Section 14.01(F)against the Company, shall determine whether such finding is based on or attributable to the PPG Parties gross negligence; willful misconduct; wanton or reckless disregard for public safety; or intentional acts or omissions, the harmful consequences of which were intended, consciously desired, or were known to be substantially certain to follow from those acts or omissions. If the action, inaction, policy or procedure which was the basis for the finding of liability under Section 14.01(D) or (F) was in conformity with the common practices in the VCM manufacturing business or was not attributable to PPG as set forth above, then PPG shall have no obligation under Section 14.01(D) or (F).

In addition, PPG shall have no liability under Section 14.01(D) or (F) if the action, inaction, policy or procedure which resulted in liability under Section 14.01(D) or (F) had been approved by the Committee. Furthermore, PPG shall not have liability under Section 14.01(D) or (F) to the extent such liability under Section 14.01(D) or (F) was contributed to by the Vista Indemnified Parties.

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To the extent indemnities are provided pursuant to this Section 14.01 and, except for procedures allowed under Article XIII, PPG shall not have a right of recovery against the Company or the Vista Indemnified Parties in connection with the event or act which is the subject of the indemnity.

14.02Environmental.

(A)PPG acknowledges that pollution or contamination exists on the Lake Charles Complex which are attributable to operations prior to the Closing Date of this Agreement and that contamination will continue to exist as of the Commissioning Date. For the purposes of indemnification and apportionment of environmental liabilities among PPG, the Company and the Vista Indemnified Parties after the Commissioning Date, it shall be presumed that any pollution or contamination found on the Company’s Property after the Commissioning Date is attributable to operations prior to the Commissioning Date and is thereby covered by PPG’s Indemnity contained in Section 14.01, unless PPG can clearly demonstrate that the pollution or contamination had not occurred as of the Commissioning Date or is attributable to a specific operation or event that occurred after the Commissioning Date at the Expanded VCM Plant.

(B)To minimize the potential for contamination from operations of the Expanded VCM Plant, PPG shall modify or replace the following Existing VCM Plant facilities and equipment prior to the Commissioning Date:

(1)the sewer system in accordance with plans and specifications previously approved as PPG Project No. P-4593; and

(2)Furnace Feed Tanks 1, 2, and 3; DH Bottoms Tanks 1, 2, and 3; Crude EDC Tanks 1, 2 and 3; and DH Feed Tank to provide for leak detection and collection.

If PPG fails to complete the modification(s) or replacement(s) of the above specified facilities prior to the Commissioning Date, PPG shall retain all liabilities and costs associated with their operation, modification or replacement between the Commissioning Date and the date the modification(s) or replacement(s) are completed. PPG shall provide Vista with an opportunity to review and comment on the engineering reports, plans and specifications prior to commencing construction of the modification(s) or replacement(s).

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(C)PPG acknowledges that the following Existing VCM Plant facilities are designated “solid waste management units” under Hazardous Waste Permit No. LAD008086506 and are subject to corrective action requirements under the Hazardous and Solid Waste Amendments of 1984 to the Resource Conservation and Recovery Act of 1976: the VCM II Separator Site and the BAT (“Best Available Technology”) Metals Removal Sump Site. If required by Law, PPG shall assume all costs of closure, post-closure care, replacement, modification, investigation, and remediation of the above-described facilities before or after the Commissioning Date.

(D)Subject to the presumption stated in Section 14.02(A) hereof, the Company shall assume liability for costs associated with investigating and remediating pollution or contamination attributable to the Company’s operations after the Commissioning Date, unless such pollution or contamination is caused by acts, omissions or operations of PPG Parties occurring or located off the Company’s Property but within the PPG Chemicals Complex; provided that, the Company shall only be liable for the costs of investigating and remediating such pollution or contamination which exceed the costs that are incurred investigating and remediating pollution or contamination attributable to operations occurring prior to the Commissioning Date.

14.03Toxic Tort/Product Liability Claims. PPG will indemnify, defend and hold harmless the Company and the Vista Indemnified Parties from and against all Claims arising from employment with PPG or its Affiliates for personal injury caused by or alleged to have resulted from exposure to chemicals (including, without limitation, toxic tort Claims), or based on product liability, which are brought by or on behalf of:

(A)Former Employees; or

(B)Current Employees at the PPG Chemicals Complex who have not performed services at the Expanded VCM Plant provided, however, that this Section 14.03(B) shall not apply to Claims of such Current Employees for personal injury or product liability for acute health effects to such Current Employees which are attributable to specific operations or events that occur at the Expanded VCM Plant after the Commissioning Date; or

(C)Current Employees at the Expanded VCM Plant who performed services for PPG Parties prior to January 1, 1982, including Claims based on or alleged to be based on the sole and/or concurrent negligence of the Company and/or the Vista Indemnified Parties; provided, however, that this Section 14.03(C) shall not apply to Claims for personal injury or product liability for acute health effects to Current Employees at the

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Expanded VCM Plant which are attributable to specific operations or events that occur at the Expanded VCM Plant after the Commissioning Date; or

(D)Current Employees at the Expanded VCM Plant who have performed services for PPG Parties at facilities other than the Expanded VCM Plant; provided, however, that the indemnities provided pursuant to this Section 14.03(D) shall not apply to Claims by Current Employees at the Expanded VCM Plant for personal injury and/or product liability for acute health effects which are attributable to a specific operation or event that occurs at the Expanded VCM Plant after the Commissioning Date; provided, however, that the indemnities provided in this Section 14.03(D) shall be offset by a reimbursement to be made by the Company to PPG for the Company’s proportional share of the costs of defense, settlement or judgment in connection with the Claims according to a ratio, the numerator of which is the total time the Current Employees’ time has been charged to the Expanded VCM Plant’s operations and the denominator of which is the total length of time the Current Employee has been employed by the Company, PPG or its Affiliates, in each case as of the date that the last incident or exposure giving rise to the Claim occurred.

It is intended that, to the extent indemnities are provided pursuant to this Section 14.03, PPG shall not have a right of recovery against the Company or the Vista Indemnified Parties in connection with the event or act which is the subject of the indemnity.

14.04Vista’s Indemnity. Except as provided in Sections 14.01 through 14.03, Vista will indemnify, defend and hold harmless the Company and the PPG Indemnified Parties from and against any and all Claims arising on or after the Commissioning Date whether for property damages, personal injury, governmental fines or penalties (including, without limitation, for the violation of operating permits), environmental or natural resources damages or liabilities (including remedial liabilities), exemplary or punitive damages or otherwise to the extent such Claims arise out of, result from or are attributable to:

(A)any representation or warranty of Vista contained herein which was false when made;

(B)the willful breach of any covenant or other promise of Vista contained herein;

(C)Vista Parties’ gross negligence; willful misconduct; wanton or reckless disregard for public safety; or intentional acts or omissions, the harmful consequences of which were intended, consciously desired, or were known to be substantially certain to follow from those acts or omissions; or

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(D)the transportation, sale, exchange or use of VCM distributed to Vista by the Company after the Point of Delivery; provided, however, that the indemnities provided in this Section 14.04 (D) shall apply to Claims arising out of, resulting from or attributable to transportation of VCM prior to the Point of Delivery in the event such claims are attributable to railcar failure due to structural defects, system failure, improper railcar maintenance, or failure to comply to standards applicable to railcars transporting VCM.

The indemnities provided in this Section 14.04 shall survive dissolution of the Company, any successor thereto, and termination of this Agreement Any determination of Vista’s liability under Section 14.04(C), as determined by a court of competent jurisdiction after all appeals have been exhausted, shall be reviewed pursuant to Article XIII, in order to determine whether the damages based on Vista’s liability under Section 14.04(C) should be treated as such liability for the purposes of this Agreement. The mediation or arbitration shall compare the action, inaction, policy or procedure which gave rise to the finding of liability under Section 14.04(C) to the common practices in the VCM manufacturing business including, but not limited to, Vista’s VCM manufacturing facilities. If the action, inaction, policy or procedure which was the basis for the finding of liability under Section 14.04(C)was in conformity with the common practices in the VCM manufacturing business, then Vista shall have no obligation under Section 14.04(C).

In addition, Vista shall have no liability under Sections 14.04(C) and (D) if the action, inaction, policy or procedure which resulted in liability under Sections 14.04(C) and (D) had been approved by the Committee. Furthermore, Vista shall have not have liability under Section 14.04(C) and (D) to the extent such liability under Section 14.04(C) and (D) was contributed to by PPG Indemnified Parties.

To the extent indemnities are provided pursuant to this Section 14.04 and except for the procedures allowed under Article XIII, Vista shall not have a right of recovery against the Company or the PPG Indemnified Parties in connection with the event or act which is the subject of the indemnity.

14.05The Company’s Indemnity. Except as provided in Sections 14.01 through 14.04, the Company will indemnify, defend and hold harmless the PPG Indemnified Parties and the Vista Indemnified Parties from and against any and all Claims arising on or after the Commissioning Date whether for property damages, personal injury, governmental fines or penalties (including, without limitation, for the violation of operating permits), environmental or natural resources damages or liabilities (including remedial liabilities), or otherwise relating to the operation of the Company to the extent such Claims arise out of, result from or are attributable to:

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(A)Vista Parties’ sole and/or concurrent negligence, or strict liability;

(B)PPG Parties’ sole and/or concurrent negligence, or strict liability; or

(C)The Company’s sole and/or concurrent negligence, or strict liability.

To the extent indemnities are provided pursuant to this Section 14.05, it is intended that the Company shall not have a right of recovery against the PPG Indemnified Parties or the Vista Indemnified Parties in connection with the event or act which is the subject of the indemnity. Additionally, it is intended that the indemnities provided in this Section 14.05 shall address all liabilities not otherwise addressed pursuant to this Article XIV.

14.06Indemnification of Management

(A)Subject to Section 14.06(C), the Company shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a member of the Committee or director, officer, employee or agent of the Company; or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(B)Subject to Section 14.06(C), the Company shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a member of the Committee or a director, officer, employee or agent of the Company; or is or was a director or officer of the Company serving at the request of the Company as a director, officer employee or agent of another company,

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partnership, joint venture, trust, employee benefit plan or other enterprise; against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the Company unless, and only to the extent that, a court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(C)Any indemnification under this Section 14.06 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the members of the Committee, director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 14.06(A) or Section 14.06(B), as the case may be. Such determination shall be made by the voting members of the Committee by a unanimous vote of voting members who were not parties to such action, suit or proceeding; or if such a vote is not obtainable or, even if obtainable the disinterested voting members so direct, by independent legal counsel in a written opinion. To the extent, however, that a member of the Committee, a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

(D)For purposes of any determination under Section 14.06(C), a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, to not have had reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Company, or on information supplied to him by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 14.06(D) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 14.06(A) or 14.06(B), as the case may be.

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(E)Notwithstanding any contrary determination in the specific case under Section 14.06(C), and notwithstanding the absence of any determination thereunder, any member of the Committee, any director, officer, employee, agent or servant may apply to any court of competent jurisdiction in the State of Louisiana for indemnification to the extent otherwise permissible under Sections 14.06(A) and 14.06(B). The basis of such indemnification by a court shall be a determination by such court that indemnification of the member of the Committee, director, officer, employee, agent or servant is proper in the circumstances because he has met the applicable standards of conduct set fort in Sections 14.06(A) or 14.06(B), as the case may be. Neither a contrary determination in the specific case under Section 14.06(C) nor the absence of any determination thereunder shall be a defense to such an application or create a presumption that the member of the Committee, director, officer, employee, agent or servant seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 14.06(E) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the member of the Committee director, officer, employee, agent or servant seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(F)Expenses incurred by a member of the Committee, director, officer, employee, agent or servant in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such member of the Committee, director, officer, employee, agent or servant to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section 14.06.

(G)The indemnification and advancement of expenses provided by or granted pursuant to this Section 14.06 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other agreement, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Sections 14.06(A) and 14.06(B) shall be made to the fullest extent permitted by law. The provisions of this Section 14.06 shall not be deemed to preclude the indemnification of any person who is not specified in Section 14.06(A) or 14.06(B) but whom the Company has the power or obligation to indemnify under the provisions of the laws of the State of Louisiana, or otherwise.

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(H)The Company may purchase and maintain insurance on behalf of any person who is or was a member of the Committee, director, officer, employee, agent or servant of the Company, or is or was a member of the Committee, director or officer of a company serving at the request of the Company as a director, officer, employee, agent or servant of another company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power or the obligation to indemnify him against such liability under the provisions of this Section 14.06.

(I)For purposes of this Section 14.06, references to “the Company” shall include, in addition to the resulting Company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify the members of its Committee, directors, officers, employees, agents or servants, so that any person who is or was a member of its Committee, director, officer, employee, agent or servant of such constituent company, or is or was a director or officer of such constituent company serving at the request of such constituent company as a director, officer, employee, agent or servant of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article XIV with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued. For purposes of this Section 14.06, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a member of the Committee, director, officer, employee, agent or servant of the Company which imposes duties on, or involves services by, such member of the Committee, director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Section 14.06.

(J)The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 14.06 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a member of the Committee, director, officer, employee, agent or servant and shall inure to the benefit of the heirs, executors and administrators of such a person.

(K)Notwithstanding anything contained in this Section 14.06 to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by

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Section 14.06(E) hereof), the Company shall not be obligated to indemnify any member of the Committee, director, officer, employee, agent or servant in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Committee.

14.07Miscellaneous. Except as provided under Section 14.03, where liability is adjudged by a court of competent jurisdiction against the Company and one or more of the Members and the court does not allocate liability among the parties, the parties shall allocate liability based upon a review of all factors specific to that Claim including, without limitation, (A) the length of time of exposure after the Commissioning Date compared to the length of time exposure is alleged to have occurred prior to the Commissioning Date, (B) the types of chemicals to which the claimant was exposed, and (C) the pre- and post-Commissioning Date levels of exposure. For purposes of allocating liability, the procedures set forth in Article XIII shall be used by the parties. The persons or arbitrators allocating liability pursuant to Article XIII shall allocate such liability consistent with the intent of this Article XIV.

14.08Damage Limitation. UNLESS OTHERWISE PROVIDED FOR IN THIS ARTICLE XIV, IN NO EVENT SHALL A MEMBER OR THE COMPANY BE LIABLE TO ANOTHER MEMBER OR THE COMPANY, THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVANTS FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, THOSE WHICH ARE ATTRIBUTABLE TO OR CLAIMED AS A RESULT OF PROPERTY DAMAGE, PERSONAL INJURY, WRONGFUL DEATH AND/OR BREACH OF CONTRACT, EVEN IF SUCH DAMAGES ARE CAUSED BY A MEMBER’S OR THE COMPANY’S WILLFUL CONDUCT, SOLE OR CONCURRENT GROSS NEGLIGENCE, SOLE OR CONCURRENT NEGLIGENCE, OR SOLE OR CONCURRENT NEGLIGENCE PER SE. THIS SECTION SHALL NOT APPLY TO CLAIMS THAT ORIGINATED WITH THIRD PARTIES AGAINST EITHER OF THE MEMBERS OR THE COMPANY.

ARTICLE XV

RAILCARS

Prior to the Start-Up Date, PPG shall present to Vista for Vista’s review, forty-five (45) railcars, each in good working order and capable of hauling ninety (90) tons of VCM. Within sixty (60) days of the Start-Up Date, Vista shall have the right to purchase, in Vista’s

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sole discretion, any or all of the forty-five (45) railcars presented to Vista. After a railcar is delivered to and accepted by Vista, Vista shall pay PPG Five Thousand Four Hundred Twenty-Two Dollars ($5,422.00) for each railcar so purchased by Vista.

ARTICLE XVI

GOVERNMENTAL APPROVAL

16.01Hart-Scott-Rodino Approval.  Both Members may be required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to make certain informational filings with the Federal Trade Commission (“FTC”) and/or the Antitrust Division of the Department of Justice (“DOJ”). If the FTC and/or DOJ (A) restrains or prohibits the consummation of the transactions described in this Agreement; (B) restrains or prohibits the ownership or operation of the Company by either Member, or (C) requires any Member or its Affiliates to dispose of or to hold separate all or any material portion of the business or assets of the Member including, but not limited to, their interest in the Company, then the Member restrained or prohibited by the FTC and/or DOJ, as described in subsection (A), (B) and (C) above, shall have the right to terminate this Agreement. In the event of termination by a Member due to a restraint or prohibition as described in subsection (A), (B) and (C) above, the Members shall allocate costs incurred prior to the date of termination pursuant to Section 3.11 of the Engineering and Construction Management Agreement. In the event that all issues raised by the FTC and/or DOJ in connection with the transactions contemplated herein have not been resolved by March 31, 1996, either Member may terminate this Agreement and the Members shall allocate costs incurred prior to the date of termination pursuant to Section 3.11 of the Engineering and Construction Management Agreement.

16.02Permits.  In the event that a permit or other approval of a Governmental Authority necessary for the Company to fully perform the purpose of the Company cannot be obtained, then the Members shall allocate the costs of the Company prior to the date in which the Company determines that it cannot obtain such permit or approval pursuant to Section 3.11 of the Engineering and Construction Management Agreement.

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ARTICLE XVII

REPRESENTATIONS AND WARRANTIES

17.01Representations and Warranties by the Members.  Each of the Members hereby represents and warrants to, and covenants with the other Member, as follows:

(A)such Member is a corporation duly organized and validly existing under the laws of its state of organization and is in good standing in such jurisdiction. Such Member is qualified to do business and is in good standing as a foreign corporation in any other jurisdiction where the failure to be so qualified or in good standing would have a material adverse impact on the business or financial condition of the Company;

(B)such Member has the full right, power and authority to enter into this Agreement and the Ancillary Agreements and will at all times have the full power and authority to perform its obligations under this Agreement and the Ancillary Agreements. This Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by it, and this Agreement and the Ancillary Agreements constitute its valid and binding obligation, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other Laws affecting creditors’ rights generally, or equitable principles, whether applied in a proceeding in equity or Law;

(C)such Member is not, nor at any time will it be, a party to any contract or other arrangement of any nature that will materially interfere with its full, due and complete performance of this Agreement and the Ancillary Agreements.

(D)there is no litigation or proceeding pending nor, to the best of such Member’s knowledge and belief, is any investigation pending or litigation, proceeding, or investigation threatened involving such Member which could, if adversely determined, materially and adversely affect the operation or financial condition of the Member or the performance of such Member’s obligations under this Agreement and the Ancillary Agreements.

(E)such Member is not, nor at any time will it be, in violation of any existing Law by entering into and undertaking the performance of this Agreement and the Ancillary Agreements referenced herein; and

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(F)such Member has full rights in, and complete and unencumbered title to, the assets conveyed by it to the Company.

ARTICLE XVIII

ANCILLARY AGREEMENTS; RIGHTS-OF-WAY;

LEASE; AND LICENSE

18.01Ancillary Agreements.  As of the date of this Agreement, PPG, Vista and/or the Company have executed the following additional agreements (“Ancillary Agreements”):

(A)Second Amendment of PPG-Vista Chlorine Sales Contract;

(B)Amendment to Chlorinated Bottoms Feedstock Agreement;

(C)Chlorinated Bottoms Feedstock Agreement;

(D)PPG/Vista Services Agreement;

(E)Engineering and Construction Management Agreement;

(F)EVC Technology Agreement;

(G)Manufacturing and Services Agreement;

(H)PPG Technology License Agreement;

(I)Confidentiality Agreement;

(J)VCM Toll Processing Agreement; and

(K)Vista Technology License Agreement.

18.02EVC License.  Prior to execution of this Agreement, European Vinyls Corporation (Holdings) B.V. (“EVC”), PPG and Vista have entered into the EVC Technology Agreement. Pursuant to the EVC Technology Agreement, the Company shall have the right to use EVC technology licensed to Vista and PPG.

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18.03Company Rights-of-Way.  (A)  Within one hundred twenty (120) days of the execution of this Agreement, PPG will grant to the Company those utility rights-of-way, roadway rights-of-way and pipeline rights-of-way as more fully set forth on Exhibit D and, pursuant to mutually agreeable terms and conditions, at the Company’s request in the future, PPG will grant all other easements, access right, servitudes, rights of use, or rights-of-way necessary and useful for the operation of the Expanded VCM Plant for the production of VCM provided that, to the extent any easement, access right, servitude or right-of-way of any sort, is granted by PPG pursuant to this Section, any other Section of this Agreement or any of the Ancillary Agreements for the transport of chlorine, ethylene dichloride or anhydrous hydrogen chloride across any portion of PPG’s property, the Company agrees not to build improvements on or otherwise exercise such rights-of-way, easements, servitudes or access rights unless and until all of the following conditions have been satisfied:

(1)the PPG Chemicals Complex has been acquired by a Person other than a PPG Affiliate directly or through the sale of more than fifty percent (50%) of the stock of PPG or a PPG affiliate owning the PPG Chemicals Complex, and

(2)Vista has been unable to secure a chlorine supply agreement with the Person who is acquiring the PPG Chemicals Complex with pricing and under terms and conditions and rights-of-way provisions acceptable to Vista, after reasonable efforts and good faith negotiations on the part of Vista, prior to closing of the sale of the PPG Chemicals Complex by PPG.

(B)PPG reserves the right to reasonably specify, after consultation with the Company, the location and relocation of any such rights-of-way, easements, servitudes, rights of use, and access rights. Any reasonable expense incurred in relocating improvements on such relocated rights-of-way, easements, servitudes and access rights shall be borne by PPG.

(C)The Company shall indemnify, defend and hold harmless the PPG Indemnified Parties from and against any and all Claims, whether for property damages, personal injury, governmental fines, penalties (including, without limitation, for the violation of operating permits), environmental or natural resource damages or liabilities (including remedial liabilities), exemplary or punitive damages or otherwise, to the extent such Claims arise out of, result from or are attributable to the Company’s construction, ownership, maintenance, repair or replacement of any facilities under this Section or the exercise of any rights pursuant to this Section.

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(D)Any rights granted by the Section shall be used by the Company solely in connection with the operation of the Expanded VCM Plant for the production of VCM and no other purpose.

(E)At the Company’s request PPG will, from time to time, execute such additional document, including, but not limited to, ratifications, confirmations or additional granting documents, as may be necessary or useful to ensure that the rights of way granted hereunder remain legally intact. Any rights granted by this Section shall expire immediately upon permanent shutdown of the Expanded VCM Plant.

(F)The Company shall give PPG reasonable notice prior to the construction of any improvements on any rights-of-way, servitude, easement or access right granted hereunder.

18.04PPG Rights-of-Way.  (A)  Within one hundred twenty (120) days of the execution of this Agreement, the Company will grant to PPG those utility rights-of-way, roadway rights-of-way and pipeline rights-of-way as more fully set forth on Exhibit E and, pursuant to mutually agreeable terms and conditions at PPG’s request in the future, the Company will grant all other easements necessary and useful for the operation of the PPG Chemicals Complex.

18.05Lease.  Within one hundred twenty (120) days of execution of this Agreement and upon conveyance of the Land to the Company as set forth in Section 4.03(B), the Company will grant PPG a lease, which will expire upon the Start-Up Date, to use the Company’s Property for the purposes of operating the Existing VCM Plant with all necessary and useful easements, access rights, servitudes, rights of use, or rights-of-way of any sort. Such lease shall include procedures under which the Company shall conduct its activities at the Existing VCM Plant to ensure proper notice to and control by PPG of any activities which may affect or involve contaminated portions of the Company’s Property and which may in any way affect PPG’s ability to comply with its obligations under Section 14.02 of this Agreement.

18.06License.  Within one hundred twenty (120) days of execution of this Agreement, and upon conveyance of the Company’s Property to the Company as set forth in Section 4.03(B), the Company will grant PPG all necessary and useful licenses, easements, access rights, servitudes, rights of use, or rights-of-way of any sort necessary for investigation or remediation of contamination of any sort on the Company’s Property. Such rights shall include the right, at PPG’s sole discretion, to excavate, take soil and groundwater samples, construct monitoring wells and air monitoring stations and conduct

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all other activities required to address environmental conditions at the Expanded VCM Plant. PPG will coordinate such activities with the Operator in order to avoid materially interfering with the operation of the Expanded VCM Plant.

ARTICLE XIX

MISCELLANEOUS

19.01Notices.  Except as expressly provided otherwise by this Agreement, any notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be sufficient if personally delivered, faxed or sent by certified mail (return receipt requested) properly stamped and addressed to the last address or fax number furnished to the Company by the addressee sent to the following address or fax number:

PPG Industries, Inc.
One PPG Place
Pittsburgh, Pennsylvania 15272
Attn: Vice President, Chlor Alkali and Derivatives
Facsimile:	412/434-2137
Phone:	412/434-3131
Vista Chemical Company
900 Threadneedle
Houston, Texas 77079-2990
Attn: Vice President & Business Manager
Olefins & Vinyl Division
Facsimile:	713/588-3057
Phone:	713/588-3000
PHH Monomers, L.L.C.
Columbia Southern Road
Lake Charles, Louisiana 70669
Attn: Operations Manager
Facsimile:	318/491-4415
Phone:	318/491-4500 (Temporary)

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19.02Governing Law.  THIS AGREEMENT AND ALL RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL BE SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, EXCLUSIVE OF ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE WHICH MAY REFER THE LAWS OF THE STATE OF LOUISIANA TO THE LAWS OF OTHER JURISDICTIONS.

19.03Binding Effect.  This Agreement shall be binding upon and inure to the benefit of each Member and its respective successors and assigns except as otherwise provided herein.

19.04Gender and Number.  Whenever the context requires, the gender of all words used herein shall include the masculine, feminine, and neuter, and the number of all words shall include the singular and plural.

19.05Severability.  If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law, so long as the economic and legal substance of the transaction contemplated hereby is not affected in any materially adverse manner as to any Member.

19.06Multiple Counterparts.  This Agreement may be executed and acknowledged in multiple counterparts and by different Members in separate counterparts, each of which shall be an original but all of which shall be and constitute one instrument.

19.07Entire Agreement.  Except for the applicable terms and conditions contained in the Ancillary Agreements, this Agreement constitutes the full understanding of the parties, a complete allocation of risks among them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto. No waiver by either party with respect to any breach or default or of any right or remedy shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound. Failure of a party to exercise any right shall not be deemed a waiver of such right or rights in the future.

19.08Business Conduct.  Within sixty (60) days of the Closing Date, the Committee shall meet to take whatever action is necessary for the adoption of business

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conduct policies essentially similar to those set forth in Exhibit F attached hereto. The business conduct policies shall provide that employees of the Company who violate the business conduct policies shall be subject to discipline, including dismissal.

19.09Amendments.

(A) All parties agree that any amendment or change to this Agreement required to fulfill the terms hereof including, but not limited to, those necessary to reflect withdrawals of Members, transfer of Company interests, admissions of additional Members and substitutions of Members, will be made by an amendment to this Agreement executed by all parties.

(B)Any other amendment to this Agreement may be proposed by a Member in writing to the other Members and shall be adopted if approved in writing by the unanimous consent of the Members.

19.10Force Majeure.  Nonperformance, other than failure to make payments due, of this Agreement by any party hereto shall be excused in the event performance is prevented by strikes; labor disputes; scarcity of labor; fires; floods; storms; lightning; accidents; explosions; breakage of material or equipment; acts of God or the public enemy; mobs or rioters; local, state and federal regulations or orders; inability or delay in obtaining rights-of-way, permits, easements, material, or fuel; or other happenings beyond the commercially reasonable control of such party, whether similar or dissimilar to the causes herein specifically enumerated; provided, however, that performance shall be resumed within a reasonable time after such cause has been removed.

19.11Additional Agreements The parties agree to execute additional documents and filings that may be necessary in order to fulfill the intent of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the date hereto written above.

VISTA CHEMICAL COMPANY
By:	/s/ William C. Knodel
Name:	William C. Knodel
Title:	President
PPG INDUSTRIES, INC.
By:	/s/ Peter R. Heinze
Name:	Peter R. Heinze
Title:	Senior Vice President, Chemicals
PHH MONOMERS, L.L.C.
By:	Vista Chemical Company, as Member
By:	/s/ William C. Knodel
Name:	William C. Knodel
Title:	President
By:	PPG Industries, Inc., as Member
By:	/s/ Peter R. Heinze
Name:	Peter R. Heinze
Title:	Senior Vice President Chemicals

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EXHIBIT A TO OPERATING AGREEMENT

DESCRIPTION OF LAND

Those certain tracts or parcels of land, located in the Parish of Calcasieu, State of Louisiana, and being the following described property:

11.63 ACRE

Start point @ W. l670 ‘-0”, S. 1030 ‘-0”, go due West 690 ‘-0” to a point @ W. 2360 ‘-0”, S. 1030 ‘0”, turn 90° North and go 520 ‘-0” to a point @ W. 2360 ‘-0”, S. 510 ‘-0”, turn 90° East and go l00 ‘-0” to a point @ W. 2260 ‘-0”, S. 510 ‘-0”, turn 90° North and go 230 ‘-0” to a point @ W. 2260 ‘-0”, S. 280 ‘-0”, turn 90° East and go 130 ‘-0” to a point @ W. 2130 ‘-0”, S. 280 ‘-0”, turn 90° South and go 80 ‘-0” to a point @ W. 2130 ‘-0”, S. 360 ‘-0”, turn 90° East and go 110 ‘-0” to a point @ W. 2020 ‘-0”, S. 360 ‘-0”, turn 90° North and go 130 ‘-0” to a point @ W. 2020 ‘-0”, S. 230 ‘-0”, turn 90° East and go 350 ‘-0” to a point @ W. 1670 ‘-0”, S. 230 ‘-0”, turn 90° South and go 800 ‘-0” to start point W. l670 ‘-0”, S. 1030 ‘-0”

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EXHIBIT B

TAX MATTERS

10.01Tax Characterization and Returns.  The Members acknowledge that the Company will be treated as a “partnership” for Federal and Louisiana state income tax purposes. All provisions of the Company’s Articles of Organization and this Agreement are to be construed so as to preserve that status.

10.02Capital Accounts.  The Company will establish a Capital Account for each Member in accordance with Regulation Section 1.704-l(b)(2)(iv) and will maintain each Capital Account according to the following rules:

(A)the Capital Account shall be increased by (1) the amount of the Member’s capital contribution made in cash; (2) the agreed fair market value of assets contributed in kind (net of liabilities that the Company is considered to assume or take subject to); and (3) the amount of income and gain, or items thereof, allocated to the Member pursuant to this Agreement.

(B)the Capital Account shall be decreased by (1) the amount of money and the fair market value of property distributed to each Member (net of liabilities assumed by such Member or to which the property is subject); (2) that Member’s allocated share of Company loss and deduction, or items thereof; and (3) any basis decreases required by the Code.

(C)in accordance with Regulation Sections 1.704-l(b)(2)(iv)(d)(3) and 1.704-l(b)(2)(iv)(g), in the case of property contributed to the Company, the contributing Members’ Capital Accounts shall be increased or decreased for items of depreciation, amortization, gain or loss computed for book purposes with respect to such property in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the Company. In accordance with Regulation Section 1.704-l(b)(2)(iv)(g)(iii), the amount of book depreciation or amortization for a period with respect to contributed property shall be the amount that bears the same relationship to the book value of such property as the depreciation or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property provided that, if such property has a zero adjusted tax basis, the book depreciation or amortization shall be determined under any reasonable method selected by the TMP. The fair market value of property contributed to the Company shall be based upon the agreed net fair market value of the property under Article IV hereof.

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(D)for purposes of computing and maintaining Capital Accounts pursuant to this Section 10.02, immediately prior to the distribution of any asset of the Company to a Member (including a distribution in liquidation of the Company), the amount of unrealized gain with respect to the asset shall be deemed to be an item of Capital Account income or gain recognized by the Company and shall be allocated to the Members as provided in Section 10.03 of this Agreement, and the amount of unrealized loss with respect to the asset shall be deemed to be an item of Capital Account deduction or loss recognized by the Company and shall be allocated to the Members as provided in Section 10.03 of this Agreement. For this purpose, the unrealized gain with respect to an asset of the Company shall be equal to the excess of the value of the asset over its adjusted book basis of the asset and the unrealized loss with respect to an asset of the Company shall be equal to the excess of the adjusted book basis of the asset over the distribution value of the asset as determined under Section 10.02(B).

(E)a transferee of an interest in the Company shall succeed to the Capital Account attributable to the interest, and there shall be no adjustment to the Capital Account as a result of the transfer provided, however, that if the transfer causes a deemed termination of the Company pursuant to Section 708(b)(1)(b) of the Code, the assets of the Company shall be deemed to have been distributed to the Members (including the transferee) in liquidation of the Company and recontributed by the Members in reconstitution of the Company. The Capital Accounts of the Company following the deemed reconstitution shall be maintained in accordance with the principles of this Section 10.02. In the event the Members cannot reach agreement as to the fair market value of an asset distributed or deemed distributed, the Members will follow the dispute resolution provisions outlined in Article XIII to resolve the difference in opinion on such values.

(F)the Operator shall make all other adjustments to the Capital Accounts required by Regulation Section 1.704-l(b)(2)(iv).

(G)book basis of an asset for the Company shall be the cost to the Company for an asset acquired by purchase or the fair market value of the asset for an asset acquired from a Member in contribution to the Company. Adjusted book basis is book basis with adjustment required under Section 10.02. A Member’s book basis is the Member’s share of book basis which is reflected in the Member’s Capital Account. The tax basis and adjusted tax basis of an asset to the Company are as determined under the Code. A Member’s share of an asset tax basis or adjusted tax basis is the amount of such basis reflected in the Member’s Capital Account maintained using tax basis rather than book basis.

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10.03Allocations.

(A)All expenses and revenues of the Company shall be determined and charged or credited, as the case may be, to the Members in accordance with the provisions of this Section. Subject to the provisions of this Section 10.03, expenditures and revenue of the Company shall be shared by the Members in accordance with each Member’s respective Sharing Ratio.

(B)Allocations for Capital Account purposes shall be resolved as follows:

(1)the Members shall be entitled to their respective Sharing Ratio of the output of the Expanded VCM Plant. If such output is distributed in kind to a Member, adjustments required by Section 10.02(D) shall be made to the Member’s Capital Account receiving such distribution.

(2)except as otherwise provided in this Section 10.03, for purposes of maintaining Capital Accounts pursuant to Section 10.02, (a) each item of income and gain shall be allocated in the same proportion as the corresponding item of income and gain is allocated pursuant to Section 10.04; and (b) each item of deduction or loss shall be allocated in the same proportion as the corresponding item of loss or deduction is allocated pursuant to Section 10.04.

(3)for purposes of computing and maintaining Capital Accounts pursuant to Section 10.02, (a) gain with respect to the disposition of any Company property or asset shall be determined by the Members by subtracting the adjusted book basis of such property or asset from the Member’s Sharing Ratio of the amount realized on such disposition, and (b) loss with respect to the disposition of any Company property or asset shall be determined by the Members by subtracting the Member’s Sharing Ratio of the amount realized on such disposition from the adjusted book basis of such property or asset.

(C)For purposes of computing and maintaining Capital Accounts pursuant to Section 10.02 of this Agreement, each Section 705(a)(2)(B) expenditure of the Company shall be allocated in the same proportion as the cost giving rise to the Section 705(a)(2)(B) expenditure is charged pursuant to Section 10.03(A) above.

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10.04Allocation for Federal Income Tax Purposes.

(A)For federal income tax purposes, except as otherwise provided in Section 10.04, all items of Company income, gain, loss, and deduction with respect to a taxable year of the Company shall be allocated to the Members as follows:

(1)income arising from a sale of raw materials, feedstock, inventory, or products produced by the Company’s operations shall be allocated in accordance with the applicable Member’s contributions to the variable costs of such raw materials, feedstock, inventory or products.

(2)depreciation with respect to investment in the Existing VCM Plant, equipment or facilities contributed by PPG pursuant to Section 4.03 hereof shall be allocated to PPG.

(3)deductions arising from operating expense shall be allocated to the Members in the same manner in which they contributed to the costs of operations under this Agreement.

(4)depreciation with respect to capital improvements and expansion of the VCM Plant, to the extent that such expansion, improvements, or facilities are funded by the contributions of Vista pursuant to Section 4.02 or 4.04, shall be allocated to Vista. One hundred percent (100%) of capital expenditures for additions, improvements, expansions, or acquisition of additional equipment or facilities added to the Existing VCM Plant shall be considered funded by Vista’s contributions until Vista’s contributions under Section 4.02 and 4.04 have been fully expended by the Company and tracing of funds for this purpose shall not be necessary. Any expenditures contributed to the expansion of the VCM Plant by PPG shall be allocated to PPG; provided, however, that if such contribution is a result of a cost over-run in construction of the Expanded VCM Plant, the Members hereby agree such contribution for Capital Account purposes shall be zero.

(5)for purposes of taxable gain or loss of the Members, (a) gain with respect to the disposition of any Company property or asset shall be determined by the Members by subtracting the adjusted tax basis of such property or asset from the Member’s Sharing Ratio of the amount realized on such disposition, and (b) loss with respect to the disposition of any Company property or asset shall be determined by the Members by subtracting the Member’s Sharing Ratio of the amount realized on such disposition from the adjusted tax basis of such property or asset.

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(6)deductions or tax expense arising from costs incurred by the Company and charged to the Members under Article V shall be allocated for tax purposes to the Members in the same manner as such costs are charged to the Members under such Article V.

(7)any other item of income or loss shall be allocated in accordance with the Sharing Ratios of the item of revenue or expense, respectively, that gives rise to such item of income or loss.

(B)to the extent of any Recapture Income resulting from the sale or other disposition of an asset of the Company, the amount of any gain from the disposition allocated to (or recognized by) a Member for federal income tax purposes pursuant to the above provisions shall be deemed to be Recapture Income to the extent the Member (or its predecessor in interest) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of the gain as Recapture Income.

(C)notwithstanding any other provisions of this Agreement to the contrary, if, with respect to any taxable year of the Company, a Member receives an adjustment, allocation or distribution of the type described in Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Regulations that results in such Member’s Capital Account having a negative balance, Capital Account gross income (and the corresponding items of income or gain for federal income tax purposes) and the Amount Realized on the disposition of a Company property for that taxable year and all subsequent taxable years shall be allocated to that Member in an amount necessary to eliminate the negative balance in the Member’s Adjusted Capital Account as quickly as possible. The provisions of this Section 10.04 are intended to constitute a “qualified income offset” within the meaning of Section 1.704-l(b)(2)(ii)(d)(3) of the Regulations and shall be construed in accordance with that intention.

(D)beginning in the first taxable year in which there are “nonrecourse deductions” or a distribution is made of proceeds of a nonrecourse liability that are allocable to an increase in the minimum gain of the Company, as determined under the rules of Section 1.704-2(e)(3) of the Regulations, and thereafter throughout the full term of the Company, the “Minimum Gain Chargeback” rules of Section 1.704-2(f) of the Regulations, shall apply with respect to the allocation of all Company items in those year(s). If there is a net decrease during a taxable year of partner nonrecourse debt minimum gain within the meaning of Section 1.704-2(i)(3), then the chargeback rules of Section 1.704-2(i)(4) shall apply.

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(E)notwithstanding any of the foregoing provisions of Section 10.04 to the contrary, if during any fiscal year of the Company the allocation of any loss or deduction (net of any income or gain) to a Member (the “Deficit Member”) would cause or increase a negative balance in the Member’s Capital Account as of the end of that fiscal year, only the amount of such loss or deduction that reduces the balance to zero shall be allocated to the Deficit Member and the remaining amount shall be allocated to the Member whose Capital Account has a positive balance remaining at that time.

(F)any special allocations of items of income pursuant to Section 10.04 shall, to the extent consistent with such Section, be taken into account in computing subsequent allocations of deduction and loss, so that the resulting Capital Account balance of each Member shall, to the maximum extent possible consistent with such Section, be equal to the balances that would have existed if such special allocations had not occurred. The preceding sentence shall only be applied before taking into account any gain or deemed gain from the sale or deemed sale of Company properties.

(G)if a Member transfers an interest in the Company during a taxable year, items of Company income, loss, deduction and credit attributable to the transferred interest shall be allocated between the transferor and the transferee pursuant to any agreement between the transferor and transferee which is submitted to the TMP and which is consistent with Section 706 of the Code.

(H)notwithstanding anything to the contrary herein, solely for federal and applicable state income tax purposes, upon the contribution of property in kind to the Company, to the extent required by Section 704(c) of the Code, income, gain, loss and deduction with respect to the contributed property shall be allocated so as to take into account the difference between the fair market value of the property at the time of contribution and its adjusted basis at that time.

10.05Tax Matters Partner.

(A)The Operator is designated as the Tax Matters Partner (“TMP”), as such term is defined in the Code, and, so long as such Operator remains a Member, shall serve until replaced by action of the Committee. In the event of any change in the TMP, the Member serving as TMP at the beginning of a given taxable year shall continue as TMP with respect to all matters concerning such year. The TMP and the other Member(s) shall use their best efforts to comply with responsibilities outlined in this Section and in the Code (including any Treasury Regulations promulgated thereunder) and in doing so shall incur no liability to any other Member. Notwithstanding the TMP’s obligation to use its best efforts in the

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fulfillment of its responsibilities, the TMP shall not be required to incur any expenses for the preparation for, or pursuance of administrative or judicial proceedings, unless the Members agree on a method for sharing such expenses.

(B)The TMP shall prepare and file all required federal, state, and local Company income tax returns, as well as all sales, use and other excise tax returns. In preparing such returns the TMP shall use its best efforts and in doing so shall incur no liability to any other Member with regard to such returns. The TMP shall submit to each Member a copy of the income tax returns as proposed for review (1) not less than thirty (30) days prior to the due date (including extensions) and (2) prior to July 15.

(C)The TMP shall establish and maintain Capital Accounts in accordance with this Article X. The TMP shall also establish and maintain tax basis capital accounts for each Member. Upon request, the TMP shall submit to each Member along with a copy of any proposed Company income tax return an accounting of their respective Capital Accounts as of the end of the tax return period.

(D)Within two weeks from the receipt of the request from the TMP the Member will furnish the TMP with such information as the TMP may reasonably request to permit it to provide the Internal Revenue Service with sufficient information for purposes of the Code for the proper compliance with the reporting and compliance requirements of the Company.

(E)The TMP shall not agree to any extension of the statute of limitations for making assessments on behalf of any other Member without first obtaining the written consent of that Member. The TMP shall not bind any other Member to a settlement agreement in tax audits without obtaining the written concurrence of any such Member. Any other Member who enters into a settlement agreement with the Secretary of the Treasury with respect to any Company items shall notify the other Members of such settlement agreement and its terms within ninety (90) days from the date of the settlement.

(F)If any Member intends to file a notice of inconsistent treatment under the Code, such Member shall, prior to the filing of such notice, notify the TMP of such intent and the manner in which the Member’s intended treatment of a Company item is (or may be) inconsistent with the treatment of that item by the Company. Within one week of receipt of such notification, the TMP shall remit copies of such notification to other Members of the Company. If an inconsistency notice is filed solely because a Member has not received a Schedule K-1 in time for filing of its income tax return, the TMP need not be notified.

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(G)The TMP shall, to the extent and in the manner provided by regulations issued pursuant to the Code, keep all Members informed of all administrative and judicial proceedings for the adjustment at the Company level of Company items.

(H)No Member shall file a request pursuant to the Code for an administrative adjustment of Company items for any Company taxable year without first notifying all other Members. If all other Members agree with the requested adjustment, the TMP shall file the request for administrative adjustment on behalf of the Company. If unanimous consent is not obtained within thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the TMP, may file a request for administrative adjustment on its own behalf.

(I)Any Member intending to file a petition under the Code with respect to any Company item or to other tax matters involving the Company shall notify the other Member, prior to such filing, of the nature of the contemplated proceeding. In the case where the TMP is the Member intending to file such petition, such notice shall be given within a reasonable time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. If the Members do not agree on the appropriate forum, the TMP shall choose the forum. If a Member intends to seek review of any court decision rendered as a result of such a proceeding, such Member shall notify the other Member prior to seeking such review.

10.06Elections.

(A)For both income tax return and Capital Account purposes, the Company shall elect: (1) to use the maximum allowable accelerated tax method and the shortest permissible tax life for depreciation purposes, (2) to use the accrual method of accounting, (3) to treat all organizational costs of the Company as deferred expenses amortizable over a sixty (60) month period pursuant to Section 709(b) of the Code and comparable provisions of state law, (4) to amortize start-up expenditures over a sixty (60) month period pursuant to Section 195(d) of the Code and comparable provisions of state law, (5) to report income on the basis of a calendar year. The Company shall pay the TMP for all reasonable costs of hiring an outside accounting firm to assist in the preparation of the federal and Louisiana income tax returns of the Company. The Company shall also pay the TMP for all reasonable costs it may incur in tax accounting required for adjustments attributable to an election under Code Section 754.

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(B)Any election other than those referenced above must be approved by the Committee.

10.07Transfers, Indemnification, and Correspondence.

(A)Transfers of Company interests shall be governed by this Agreement. A Member transferring its interest, or any part thereof, shall notify the TMP in writing within two weeks of such transfer.

(B)This Agreement does not include any indemnification provisions to protect Members against any harm caused by a Code Section 708(b)(1)(B) termination. However, the Members agree that if any of them makes a sale or assignment of its interest under this Agreement, such sale or assignment shall be structured, if reasonably possible, to avoid causing a Code Section 708(b)(1)(B) termination.

(C)All correspondence relating to the preparation and filing of the Company’s income tax returns and capital accounts shall be forwarded to:

PPG Industries, Inc.

One PPG Place

Pittsburgh, PA 15272

Attention: Tax Department

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asetfr.fnl

EXHIBIT C TO OPERATING AGREEMENT

ASSET TRANSFER AGREEMENT

OF PROPERTY BY PPG INDUSTRIES, INC. TO

PHH MONOMERS, L.L.C.

On the dates and at the places respectively set forth below, but effective the              day of                     , 199   , before the several undersigned Notaries Public, and in the presence of the undersigned witnesses, personally came and appeared:

PPG INDUSTRIES, INC., a Pennsylvania corporation (“PPG”), authorized to do and doing business in the State of Louisiana, with a mailing address of One PPG Place, Pittsburgh, PA 15272 (Federal I.D. #                          ),

who declared that PPG does by these presents grant, bargain, convey, transfer, assign, set over, abandon and deliver, with full substitution and subrogation in and to all the rights and actions of warranty which PPG has or may have against all preceding owners and sellers, to:

PHH MONOMERS, L.L.C., a Louisiana limited liability company, herein appearing through its members, PPG and Vista Chemical Company, a Delaware corporation (“Vista”), with a mailing address of Columbia Southern Road, Lake Charles, Louisiana 70602 (Federal I.D. #                          ) (“the Company”);

here present, accepting and acquiring for the Company, its successors and assigns, and acknowledging due delivery and

possession thereof, all and singular, the following described property, to-wit:

That certain vinyl chloride monomer plant described on Exhibit A attached hereto, owned by PPG in Calcasieu Parish, Louisiana (the “Existing VCM Plant”), consisting of all buildings, structures, machinery, equipment and related improvements owned by PPG, used exclusively in the production of vinyl chloride monomer (“VCM”) and located in part on the parcel of land described on Exhibit B annexed hereto and made a part hereof (the “Land”) and including the necessary rights of way, easements or licenses outlined in Exhibit C.

TO HAVE AND TO HOLD the Existing VCM Plant to the Company, its successors and assigns forever.

ITEMS RESERVED

The Company acknowledges that (i) there are certain pipes, utility systems, pumps, instrumentation, machinery, equipment, buildings and other constructions and improvements located in, on or under the Land which are not used in the production of VCM and are therefore not conveyed to the Company, and PPG reserves all right, title and interest in and to such items, such items being set out on Exhibit D hereto, and (ii) there are certain pipes, utility systems, pumps, instrumentation, machinery, equipment, buildings and other constructions and improvements located in, on or under the Land which are used in the production of VCM, but

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not exclusively used in the production of VCM, and are therefore not conveyed to the Company, and PPG reserves all right, title and interest in and to such items. Such items are set out on Exhibit E.

CONDITION OF PROPERTY

PPG represents and warrants that prior to the date of this transfer PPG has maintained the Land and the Existing VCM Plant in reasonable operating condition in accordance with generally accepted industry standards. Except as otherwise specifically set forth above in the preceding sentence or in the Operating Agreement or Ancillary Agreements: (a) This transfer is hereby made and accepted on an “AS IS” and “WHERE IS” basis, and the Company accepts the Existing VCM Plant in its condition as existing at the time of this transfer; (b) PPG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE CONDITION OF THE EXISTING VCM PLANT OR THE FITNESS OF THE EXISTING VCM PLANT FOR ANY PURPOSE OR INTENDED USE, ALL OF WHICH WARRANTIES ARE HEREBY WAIVED BY THE COMPANY; (c) The Company fully and completely waives any and all rights for the return of all or any part of the consideration by the reason of any such defects; (d) The Company acknowledges and declares that neither PPG nor any party, whomsoever, acting or purporting to act in any

3

capacity whatsoever on behalf of PPG, has made any direct, indirect, explicit or implicit statement, representation or declaration, whether by written or oral statement or otherwise, and upon which the Company has relied, concerning the existence or non-existence of any quality, characteristic or condition of the Existing VCM Plant; (e) The Company expressly waives the warranty against eviction, warranty of fitness and the warranty against redhibitory vices and defects, whether apparent or latent, imposed by Louisiana Civil Code Articles 2475 and 2500, any other applicable state or federal law, and the jurisprudence thereunder; (f) The Company also waives any rights it may have in redhibition or to a reduction of purchase price pursuant to Louisiana Civil Code Articles 2520 through 2548, inclusive, in connection with the Existing VCM Plant; (g) By its signature, the Company expressly acknowledges all such waivers and its exercise of the Company’s right to waive warranty pursuant to Louisiana Civil Code Articles 2503 and 2548; and (h) The Company agrees that the Company has conducted its own evaluation and inspection and has made its own determination as to any condition of the Existing VCM Plant, any defects therein, and the suitability of the Existing VCM Plant for the Company’s intended use(s).

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CONTRIBUTION TO CAPITAL

The transfer made herein is made as a contribution to the capital of the Company by PPG as a Member of the Company and the consideration for the transfer is, in part, the benefit to be received by PPG as a Member from such contribution to capital.

TAXES

PPG further declares that all ad valorem taxes, up to and including those due and exigible upon the Land and the Existing VCM Plant for the year 199   , have been paid and with this declaration, the Company deems itself satisfied.

All taxes on the Existing VCM Plant for the current year have been prorated between PPG and the Company as of the date hereof, and PPG acknowledges receipt of the proper pro-rata payment.

ADDITIONAL DOCUMENTATION

PPG and the Company each agree that, when necessary or advisable to further effect, evidence, clarify or describe the transfer contemplated hereby, they will execute, deliver and record (when appropriate) any and all additional instruments or documents and take such other action as one party may reasonably request the other to take as may be necessary or advisable to carry out the intent of this Asset Transfer Agreement, including

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without limitation causing a survey of the Land and Existing VCM Plant to be made by a land surveyor.

MISCELLANEOUS

Authority.All parties signing this instrument have declared themselves to be of full legal capacity and duly authorized to act herein.

Binding Effect.All agreements and stipulations herein contained shall inure to the benefit of and be binding upon the successors and assigns of the respective parties.

STATE OF                                  

PARISH (COUNTY) OF                          

THUS DONE AND SIGNED by PPG Industries, Inc., in the City of                            , State of                             , on the                     day of                                     , 199   , in the presence of me, Notary, and the following competent witnesses who have signed in the presence of said party and me, Notary, after due reading of the whole

WITNESSES:	PPG INDUSTRIES, INC.
	By:
	Name:
	Title:

Notary Public

My Commission Expires:

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STATE OF

PARISH (COUNTY) OF

THUS DONE AND SIGNED by PHH Monomers, L.L.C., in the City of                     , State of                       , on the                 day of              , 199     , in the presence of me, Notary, and the following competent witnesses who have signed in the presence of said party and me, Notary, after due reading of the whole

WITNESSES:	PHH MONOMERS, L.L.C.
	By PPG Industries, Inc.
	as Member
	By:
	Name:
	Title:
WITNESSES:	PHH MONOMERS, L.L.C.
	By Vista Chemical Company as Member
	By:
	Name:
	Title:

Notary Public

My Commission Expires:

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Exhibit D to the Operating Agreement

The Company’s Rights-of-Ways, Easements, Licenses, and Access Rights

1.Roadway from I-10 to the Expanded VCM Plant.

2.Easement to use LAB/VCM II Parking.

3.Pipeline Corridor from the Expanded VCM Plant to VCM Low Temperature storage area.

4.Pipeline Corridor from the Expanded VCM Plant to the VCM S-l and S-2 storage area.

5.Pipeline Corridor from VCM S-l and S-2 storage area to VCM S-3 storage area.

6.Easement to use the VCM S-l and S-2 storage area, the VCM Low Temperature storage area and the VCM S-3 storage area.

7.Utility rights-of-way which include, without limitation, gas, water, electricity and sewage, rights-of-way which cross the PPG Chemicals Complex to the: (i) Expanded VCM Plant, (ii) VCM S-l and S-2 storage area, (iii) VCM Low Temperature storage area and (iv) VCM S-3 storage area.

8.Pipeline corridors which cross the PPG Chemicals Complex to the (i) Expanded VCM Plant, (ii) VCM S-l and S-2 storage area, (iii) VCM Low Temperature storage area, and (iv) VCM S-3 storage area.

9.Railcar rights-of-way from the Expanded VCM Plant to the I-10 railroad tract.

Exhibit E to the Operating Agreement

PPG Rights of Way, Easements, Licenses and Access

1.Road that enters from the west side and goes to Sabine water clarification. [May be relocated outside the Expanded VCM Plant battery limits when detailed design is finalized.]

2.Texaco natural gas line to Powerhouse C.

3.Underground fire water loop, as presently located.

4.Chlorine vaporizer, pipeline, associated utilities and associated controls for the chlorine supply to Louisiana Pigments.

5.East/west pipe rack corridor through Expanded VCM Plant battery limits.

6.Vent line from the central steam stripper to #4 Incinerator.

7.Vent line from the South Terminal to #4 Incinerator.

8.Power and utility lines and facilities to the construction warehouse and hazardous waste storage area south of the Expanded VCM Plant battery limits.

9.Power and utility lines and facilities to the Sline painting facility and other construction facilities west of the Expanded VCM Plant battery limits.

10.Drain ditches for storm water from PPG property through the Expanded VCM Plant battery limits.

11.Water line to Gator Hall.

12.Vinyl/HCL transfer line from Triethane® II.

13.Existing environmental monitoring and withdrawal wells and facilities within the Expanded VCM Plant battery limits, plus rights of way for future wells and facilities, if required.

14.Access to existing environmental monitoring and withdrawal wells and facilities plus access for future wells and facilities if required.

15.Existing underground Olin brine line.

EXHIBIT F

PHH MONOMERS, L.L.C.

BUSINESS CONDUCT POLICIES

I. ANTITRUST POLICY

1.It the policy of the Company to comply fully with the antitrust laws of the United States wherever they are applicable, at home and abroad. The Company is mindful that it takes years to earn a good reputation in any field of endeavor but it is an unfortunate fact that all the previously attained good can be wiped out by the acts of a single individual on a single occasion. In the antitrust field, the misconduct of a single employee can involve the employee, the employee’s superior, the Company and its management in costly, arduous litigation which can lead to fines, injunctions and even imprisonment.

2.The purpose of the antitrust laws is to preserve our competitive free enterprise system. The United States antitrust policy is founded on the belief that the public interest is best served by vigorous competition—competition free from collusive agreements among competitors. The fact that the antitrust laws aid in the preservation of our economic, political and social institutions is widely recognized, and the management of this Company has repeatedly stated its belief in the philosophy underlying those laws. Thus, while the attainment of profits by all lawful and proper means is strongly encouraged, the Company’s efforts in that regard must be conducted in accordance with the law. Specifically, this means that participation in agreements or understandings which violate the antitrust laws is contrary to Company policy.

3.The following are examples of activities which violate the United States antitrust laws: agreements or understandings between two or more competitors (1) to fix prices, discounts or terms of sale, (2) to divide markets, customers or territories, or (3) to refuse to deal with, or boycott, third parties. Each of these activities can lead to criminal prosecution and conviction of the individuals involved as well as their companies. Their mention is not intended to minimize the importance of other less obvious activities which may also violate the antitrust laws Any employee who is in doubt as to the propriety of a contemplated course of action should promptly communicate with his or her supervisor or Company counsel before action is taken.

4.The Committee will arrange for the conduct of programs and the publication of materials to educate employees concerning compliance with the antitrust laws so that employees will learn to identify these types of legal problems as they arise.

II. CONFLICTS OF INTEREST POLICY

1.Each employee has a responsibility for honesty and fair dealing in his/her relations with the Company. An employee shall not engage in conduct, or allow a situation to exist, in which the employee’s personal interest conflicts with that responsibility.

2.A conflict of interest can arise in those situations where an employee or close relative can personally profit from a transaction involving the Company and the employee or a third party. A conflict can also occur if the employee places or influences Company business with himself/herself, a privately-held enterprise in which the employee or a close relative of his/her family has a financial interest or a publicly-held enterprise in which the employee or a close relative has a major financial interest. In those circumstances, and in other cases where the employee has a doubt about the propriety of a particular transaction or relationship, the employee must report the matter through his/her reporting chain, to the Committee, who will resolve the matter.

3.An employee may not solicit gifts, entertainment or other personal favors from a supplier, customer or competitor of the Company and in no case shall he/she accept gifts, entertainment or other personal favors such as could improperly influence, or appear to improperly influence, him/her in the performance of his/her duties.

4.An employee may not use confidential business information of the Company for his/her personal benefit or disclose any such information to third parties without proper authorization.

III. PAYMENTS AND EXPENDITURES POLICY

1.No undisclosed or unrecorded fund or account shall be directly or indirectly established for any purpose.

2.No direct or indirect payment or expenditure on behalf of the Company shall be authorized or made with the intention or understanding that any part of such payment or expenditure is to be used for a purpose other than that described by the documents supporting the payment or expenditure.

3.All entries made in the financial records of the Company shall fairly and accurately reflect the facts and circumstances of any payment or expenditure made by the Company.

4.No employee shall make any direct or indirect payment or expenditure or give any gift, to improperly influence, or as would appear to improperly influence, any person in his/her relations with the Company or others.

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IV. POLITICAL ACTIVITY POLICY

1.Each employee is encouraged to participate in the electoral process at all levels of government by voting and supporting candidates and issues of his or her choice.

2.No employee shall, directly or indirectly, contribute or expend any of the Company’s money, property, services or other things of value for any use prohibited by laws regulating the electoral process or the political activity of corporations.

3.Employees shall be permitted to meet at Company facilities with candidates or their representatives, as permitted by the applicable federal and state laws. When permitted by the law of a state of the United States where the Company has facilities or a substantial business interest, the Company may make contributions or expenditures to or on behalf of state and local candidates and political committees, and ballot propositions or referenda before such state’s electorate, pursuant to and in accordance with such authorizations and procedures as are established by the Company.

4.No employee of the Company shall, directly or indirectly, cause, influence, or attempt to cause or influence, any officer or employee of the Company to make unlawful political contributions or expenditures to, or on behalf of, candidates or issues, or otherwise engage in any activity violative of applicable law regulating the electoral process or the political activity of corporations.

5.As permitted by the Federal Election Campaign Finance Act of 1971, as amended, or when permitted by the law of a state of the United States where the Company has facilities or a substantial business interest, the proper officers of the Company are authorized to establish and administer, and solicit voluntary contributions form the Company’s employees to, a separate segregated fund or funds to be used by the Company for the purpose of influencing the nomination or election of any person to federal, state or local office. Contributions to such funds by any employee shall be strictly a matter of his or her personal choice. Under no circumstance is any employee authorized, and every employee is expressly forbidden, directly or indirectly, to threaten, extort, coerce or otherwise improperly influence another employee’s participation in any such fund.

6.Because the Company has an interest in making its views known on subjects affecting the Company’s business at various levels of government, Company employees or agents are properly in contact and communication with legislators and government employees in a variety of circumstances. Each employee or agent of the Company is forbidden from engaging in any conduct which would improperly influence a legislator or other government employee in the performance of his or her duties.

7.The Company shall, on occasion and through appropriate forums, make its views known to its employees and the public on matters of public interest which affect the

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Company’s business. The proper officers of the Company are authorized and directed to publish guidelines regarding the Company’s participation in government affairs and make the same available to employees.

V. INSIDE INFORMATION POLICY

An employee shall not trade in the securities of any Member, directly or derivatively, while in possession of inside information and shall not disclose such information to any third party without proper authorization. Generally, inside information is information which is both material and nonpublic. If an employee is in doubt about whether he/she is in possession of inside information he/she should consult the Committee.

VI. CRIME PREVENTION POLICY

The Federal Sentencing Guidelines for Organizational Defendants (“Guidelines”), which address criminal conduct by corporations, became effective November 1, 1991. A corporation can act only through its agents and employees and, under federal criminal law, can be criminally liable for offenses committed by its agents or employees. The Guidelines provide for both a broad range of penalties, including multi-million dollar fines, and incentives in the form of mitigation to encourage corporations to maintain internal policies and programs to prevent, detect and report criminal conduct. In addition to exposing the Company to substantial financial risk, an employee or agent who breaks the law faces possible imprisonment and fines.

The Company’s Crime Prevention Policy is the following:

1.Every employee and agent acting on behalf of the Company is required to fully comply with all criminal laws of the United States and all jurisdictions in which the Company operates.

2.Employees and agents shall exercise due care when delegating substantial discretionary authority to insure that individuals selected are well informed and understand their responsibility to comply with the Company’s Business Conduct Policies.

3.Every employee shall report to his/her supervisor or to the Committee any abuses, or suspected abuses, of the Business Conduct Policies and any criminal conduct or suspected criminal conduct. No employee may intimidate or impose any form of retribution on any employee who makes such a report. In connection with an employee’s duty to report suspected abuses of the Business Conduct Policies or suspected criminal conduct,

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he/she should understand that he/she has a duty not to ignore facts and circumstances which would reasonably indicate misconduct. Rather, he/she has a duty to be alert to the existence of such facts and circumstances and to report them to his/her supervisor or to the Committee.

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PHH MONOMERS, L.L.C.

FIRST AMENDMENT TO OPERATING AGREEMENT

THIS FIRST AMENDMENT TO THE OPERATING AGREEMENT of PHH Monomers, LLC, is made this 30th day of September 1996 by and between CONDEA Vista Company, a Delaware corporation with offices at 900 Threadneedle, Houston, Texas 77079-2990 (“Vista”), PPG Industries, Inc., a Pennsylvania corporation with offices at One PPG Place, Pittsburgh, Pennsylvania 15272 (“PPG”) and PHH Monomers, L.L.C., a Louisiana limited liability company with offices at Columbia Southern Road, Lake Charles, Louisiana 70602 (the “Company”).

WHEREAS, Vista, PPG and the Company executed an Operating Agreement (“Agreement”) dated June 7, 1995; and

WHEREAS, Exhibit B to the Agreement contains certain tax allocation provisions which will become operative upon the occurrence of certain conditions, which conditions have in fact occurred; and

WHEREAS, the parties desire and intend to amend the Agreement and Exhibit B thereto as set forth herein:

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, Vista, PPG and the Company agree as follows:

I.  Exhibit B to the Agreement is hereby revoked and cancelled in its entirety. Article X and Article XI of the Agreement are hereby revoked and cancelled in their entirety, and in their place are substituted a new Article X and a new Article XI, in form and substance as follows:

ARTICLE X

TAX MATTERS

10.01Tax Characterization and Returns.

(A)The Members acknowledge that the Company will be treated as a “partnership” for federal and Louisiana state tax purposes. All provisions of the Company’s articles of organization and this Agreement are to be construed so as to preserve that tax status.

(B)Within ninety (90) days after the end of each fiscal year, the Accounting Member will cause to be delivered to each person who was a Member at any time during such fiscal year a Form K-l and such other information, if any, with respect to the Company as may be necessary for the preparation of each Member’s federal or state income tax (or information)

returns, including a statement showing each Member’s share of income, deduction, gain, loss, deduction and credits for the fiscal year.

10.02Capital Accounts.

The Company will establish a capital account for each Member (hereinafter referred to as “Capital Account”) in accordance with Regulation Section 1.704-l(b)(2)(iv) and will maintain each account according to the following rules:

(a)Increases to Capital Account.  The Capital Account shall be increased by (a) the amount of the Member’s capital Contribution made in cash; (b) the agreed fair market value of any Contributions of property (net of liabilities that the Company is considered to assume or take subject to); and (c) the amount of income and gain, or items thereof, allocated to the Member pursuant to this Agreement.

(b)Decreases to the Capital Account.  The Capital Account shall be decreased by (a) the amount of money and the fair market value of property distributed to each Member (net of liabilities assumed by such Member or to which the property is subject); (b) that Member’s allocated share of Company loss and deduction, or items thereof; and (c) any basis decreases required by the Code.

(c)Adjustments with Respect to Contributed Property.  In accordance with Regulation Sections 1.704-l(b)(2)(iv)(d)(3) and 1.704-l(b)(2)(iv)(g), in the case of property contributed to the Company, the contributing Members’ Capital Accounts shall be increased or decreased for items of depreciation, amortization, gain or loss computed for book purposes with respect to such property in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its Contribution to the Company. In accordance with Regulation Section 1.704-l(b)(2)(iv)(g)(3), the amount of book depreciation or amortization for a period with respect to contributed property shall be the amount that bears the same relationship to the book value of such property as the depreciation or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property; provided that, if such property has a zero adjusted tax basis, the book depreciation or amortization shall be computed over a period of time and at a rate of recovery that corresponds to the applicable recovery period and applicable depreciation method, respectively, as prescribed in Section 168(a) of the Code, for newly-acquired property of such type, but without taking into account any applicable convention described in Section 168(d). For this purpose, it is agreed that such determinations shall be made so as to result in the most accelerated curative allocations relating to Section 704(c) property as provided in Section 10.04, thereby ignoring any elections available under Section 168 that would result in less accelerated curative allocations, including, but not limited to, the elections set forth in Sections 168(b)(2)(C), 168(b)(3)(D) and 168(g)(7). The fair market value of property contributed to the Company shall be based upon the agreed net fair market value of the property under Article IV hereof.

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(d)Adjustments for Unrealized Gain and Unrealized Loss.  For purposes of computing and maintaining Capital Accounts pursuant to this Section 10.02, immediately prior to the distribution of any asset of the Company to a Member (including a distribution in liquidation of the Company), the amount of unrealized gain with respect to the asset shall be deemed to be an item of Capital Account income or gain recognized by the Company and shall be allocated to the Members as provided in Section 10.03 of this Agreement, and the amount of unrealized loss with respect to the asset shall be deemed to be an item of Capital Account deduction or loss recognized by the Company and shall be allocated to the Members as provided in Section 10.03 of this Agreement. For this purpose, the unrealized gain with respect to an asset of the Company shall be equal to the excess of the value of the asset over its adjusted book basis of the asset and the unrealized loss with respect to an asset of the Company shall be equal to the adjusted book basis of the asset over the distribution value of the asset as determined under Section 10.02(b).

(e)Capital Accounts of Transferees.  A transferee of an interest in the Company shall succeed to the Capital Account attributable to the interest, and there shall be no adjustment to the Capital Account as a result of the Transfer; provided, however, that if the Transfer causes a deemed termination of the Company pursuant to Section 708(b)(1)(B) of the Code, the assets of the Company shall be deemed to have been distributed to the Members (including the transferee) in liquidation of the Company and recontributed by the Members in reconstitution of the Company. The Capital Accounts of the Company following the deemed reconstitution shall be maintained in accordance with the principles of this Section 10.02.

(f)Compliance with Regulations.  The Operator shall make all other adjustments to the Capital Accounts required by Regulation Section 1.704-l(b)(2)(iv).

(g)Book basis of an asset for the Company shall be the cost to the Company for an asset acquired by purchase or the fair market value of the asset for an asset acquired from a Member in contribution to the Company. Adjusted book basis is book basis with adjustment required under this Section 10.02. A Member’s book basis is the Member’s share of book basis which is reflected in the Member’s Capital Account. The tax basis and adjusted tax bases of an asset to the Company are as determined under the Code.

10.03Allocations.

(a)Sharing of Expenditures and Revenues.  All expenses and revenues of the Company shall be determined and charged or credited, as the case may be, to the Members in accordance with the provisions of this Section. Subject to the provisions of this Section 10.03, expenditures and revenue of the Company shall be shared by the Members in each Member’s respective Sharing Ratio.

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(b)Allocations for Capital Account Purposes.

(1)Capital Account Deductions and Capital Account Gross Income.  Except as otherwise provided in this Section 10.03, for purposes of maintaining Capital Accounts pursuant to Section 10.02, (i) each item of income and gain shall be allocated in the same proportion as the corresponding item of income and gain is allocated pursuant to Section 10.04; and (ii) each item of deduction or loss shall be allocated in the same proportion as the corresponding item of loss or deduction is allocated pursuant to Section 10.04, with the exception of book depreciation relating to property contributed by a Member, which shall be allocated in accordance with each Member’s Sharing Ratio.

(2)Gain and Loss.  For purposes of computing and maintaining Capital Accounts pursuant to Section 10.02, gain or loss with respect to the disposition of any Company property or asset shall be allocated in accordance with the Members’ Sharing Ratios.

(c)Section 705(a)(2)(B) Expenditures.  For purposes of computing and maintaining Capital Accounts pursuant to Section 10.02 of this Agreement, each Section 705(a)(2)(B) expenditure of the Company shall be allocated in the same proportion as the cost giving rise to the Section 705(a)(2)(B) expenditure is charged pursuant to Section 10.03(a) above.

10.04Allocation for Federal Income Tax Purposes.

(a)Income, Gains, Losses and Deductions.  For federal income tax purposes, except as otherwise provided in this Section 10.04, all items of Company income, gain, loss, and deduction with respect to a taxable year of the Company shall be allocated to the Members as follows:

(1)Any income arising from a sale of raw materials, feedstock, inventory, or products produced by the Company’s operations shall be allocated in accordance with Article V of this Agreement.

(2)Deductions arising from operating expense shall be allocated to the Members in the same manner in which they contributed to the costs of operations under this Agreement.

(3)Depreciation with respect to contributed property with a beginning book basis that differs from its adjusted tax basis in the hands of the contributing Member immediately preceding the date of Contribution (“Section 704(c) property”), shall be allocated for income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code. Such depreciation shall be allocated between the Members in accordance with the traditional method with curative allocations as set forth in Regulation Section 1.704-3 (c).

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(A)Curative allocations to a Member (the “Noncontributing Member”) relating to tax depreciation or amortization of Section 704(c) property contributed by the other Member (the “Contributing Member”) shall be made first, from the Contributing Member’s allocable share of tax depreciation or amortization attributable to other Company property contributed by the Contributing Member; second, from the Contributing Member’s allocable share of tax depreciation or amortization attributable to Company property constructed by the Company or property acquired other than by a Contribution from a Member; third, from the Contributing Member’s allocable share of tax depreciation or amortization attributable to Company property contributed by the Noncontributing Member; and fourth, by a curative allocation to the Contributing Member of gain from the disposition of the contributed property subject to the ceiling rule that would have been allocated to the Noncontributing Member, in an amount sufficient to offset any remaining effect of the “ceiling rule” limitation in accordance with Regulation Section 1.704-3(c)(3)(iii)(B). A property shall be considered acquired other than by Contribution to the extent Code Section 721 does not apply to the acquisition of the property by the Company.

(i)If a curative allocation from the sources specified in paragraph (A) above is not sufficient to fully offset the effect of the “ceiling rule” limitation, the amount of the excess of the full potential curative allocation for the year over the amount of the actual curative allocation for a year shall be carried forward to the next year (and to succeeding years, if necessary, to fully satisfy the sum of the difference between cumulative book and tax depreciation or amortization), provided, however, the source of the allocation shall be as specified in paragraph (A) for the year and this carryover provision shall be subject to the provision of Regulation Section 1.704-3(c) relating to unreasonable curative allocations.

(ii)Consistent with Section 10.02(c), the curative allocations with respect to specific Section 704(c) property of the Company that had a zero adjusted tax basis to the Company immediately after the Contribution of such property to the Company shall be made over a period of time and at a rate of recovery that corresponds to the applicable recovery period and applicable depreciation method, respectively, as prescribed in Section 168(a), for newly-acquired property of such type, but without taking into account any applicable convention described in Section 168(d). For this purpose, it is agreed that such determinations shall be made so as to result in the most accelerated curative allocations, thereby ignoring any elections available under Section 168 that would result in less accelerated curative allocations, including, but not limited to, the elections set forth in Sections 168(b)(2)(C), 168(b)(3)(D) and 168(g)(7).

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(B)Gains and losses shall be allocated in accordance with Section 10.04(a)(5) below.

(4)The Members agree that the capital additions to the Existing VCM Plant funded with Vista’s Contribution to the Company will be accounted for at a value equal to the Company’s cost of construction and shall not constitute Section 704(c) property. Depreciation on Company property shall be allocated to Member’s Capital Accounts in accordance with the Members’ Sharing Ratios except as modified by this Article 10.04(a) to give effect to the election of the Members to use curative allocations for Section 704(c) property.

(5)Gain and Loss.  Taxable gain or loss on a sale, exchange, retirement, or other disposition of Company property that is not Section 704(c) property shall be allocated in accordance with the Members’ Sharing Ratios. Gain or loss on a sale, exchange, retirement, or other disposition of Company property that is Section 704(c) property shall be allocated by the Members in accordance with the traditional method with curatives as set forth in Regulation Section 1.704-3(c). Curative allocations to the Noncontributing Member relating to gain or loss recognized on a disposition of Section 704(c) property contributed by the Contributing Member shall be made first, from the Contributing Member’s allocable share of gain or loss recognized on a disposition of other Company property contributed by the Contributing Member; second, from the Contributing Member’s allocable share of gain or loss recognized on a disposition of Company property contributed by the Noncontributing Member; third, from the Contributing Member’s allocable share of gain or loss recognized on a disposition of Company property constructed by the Company or property acquired other than by a Contribution from a Member; fourth, from items of deduction, loss, income or gain of the Company other than such gain or loss (including, but not limited to, depreciation or amortization that would otherwise be allocable to the Contributing Member), in accordance with Regulation Section 1.704-3(c)(3)(iii)(B); and fifth, from costs specifically allocable to the Contributing Member as provided in Article V.

(6)Deductions or tax expense arising from costs incurred by the Company and charged to the Members under Article V shall be allocated for tax purposes to the Members in the same manner as such costs are charged to the Members under such Article V.

(7)Except as otherwise provided in Section 10.04(a)(1) of this Agreement, any other item of income or loss shall be allocated in accordance with the accounting for the revenue or expense, respectively, that gives rise to such item of income or loss.

(b)Recapture Income.  To the extent of any recapture income resulting from the sale or other disposition of an asset of the Company, the amount of any gain from the disposition allocated to (or recognized by) a Member for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent the Member (or its predecessor in interest) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of the gain as recapture income.

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(c)Qualified Income Offset.  Notwithstanding any other provisions of this Agreement to the contrary, if, with respect to any taxable year of the Company, a Member receives an adjustment, allocation or distribution of the type described in Section 1.704-(b)(2)(ii)(d)(4), (5), or (6) of the Regulations that results in such Member’s adjusted Capital Account having a negative balance, Capital Account gross income (and the corresponding items of income or gain for federal income tax purposes) and the amount realized on the disposition of a Company property for that taxable year and all subsequent taxable years shall be allocated to that Member in an amount necessary to eliminate the negative balance in the Member’s adjusted Capital Account as quickly as possible. The provisions of this Section 6.4 are intended to constitute a “qualified income offset” within the meaning of Section 1.704-l(b)(2)(ii)(d)(3) of the Regulations and shall be construed in accordance with that intention.

(d)Minimum Gain Chargeback.  Beginning in the first taxable year in which there are “nonrecourse deductions” or a distribution is made of proceeds of a nonrecourse liability that are allocable to an increase in the minimum gain of the Company, as determined under the rules of Section 1.704-2(e)(3) of the Regulations, and thereafter throughout the full term of the Company, the “Minimum Gain Chargeback” rules of Section 1.704-2(f) of the Regulations, shall apply with respect to the allocation of all Company items in those year(s). If there is a net decrease during a taxable year of partner nonrecourse debt minimum gain within the meaning of Section 1.704-2(i)(3), then the chargeback rules of Section 1.704-2(i)(4) shall apply.

(e)Allocations with Respect to Deficit Members.  Notwithstanding any of the foregoing provisions of Section 10.04 to the contrary, if during any fiscal year of the Company the allocation of any loss or deduction (net of any income or gain) to a Member (the “Deficit Members) would cause or increase a negative balance in the Member’s adjusted Capital Account as of the end of that fiscal year, only the amount of such loss or deduction that reduces the balance to zero shall be allocated to the Member and the remaining amount shall be allocated to the Member whose adjusted Capital Account has a positive balance remaining at that time. At such time as all Members have a zero balance in their Member’s Capital Account, further loss or deductions shall be allocated between the Members in accordance with the provisions of Section 10.04(A)(2)-(7).

(f)Curative Allocations.  Any special allocations of items of income pursuant to Section 10.04(c)-(e) shall, to the extent consistent with such Section, be taken into account in computing subsequent allocations of deduction and loss, so that the resulting Capital Account balance of each Member shall, to the maximum extent possible consistent with such Sections, be equal to the balances that would have existed if such special allocations had not occurred. The preceding sentence shall only be applied before taking into account any gain or deemed gain from the sale or deemed sale of Company properties.

(g)Allocations Attributable to Transferred Interests.  If a Member transfers an interest in the Company during a taxable year, items of Company income, loss, deduction and credit attributable to the transferred interest shall be allocated between the transferor and the

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transferee pursuant to any agreement between the transferor and transferee which is submitted to the Accounting Member and which is consistent with Section 706 of the Code.

10.05Tax Matters.

(A)  The Operator is designated as the Tax and Financial Accounting Matters Member (“Accounting Member”) and shall serve as the Tax Matters Partner as such term is defined in the Code and, so long as such Operator remains a Member, shall serve until replaced by action of the Committee. In the event of any change in the Accounting Member, the Member serving as Accounting Member at the beginning of a given taxable year shall continue as Accounting Member with respect to all matters concerning such year. The Accounting Member and the other Member(s) shall use their best efforts to comply with responsibilities outlined in this Section and in the Code (including any Treasury Regulations promulgated thereunder) and in doing so shall incur no liability to any other Member. Notwithstanding the Accounting Member’s obligation to use its best efforts in the fulfillment of its responsibilities, the Accounting Member shall not be required to incur any expenses for the preparation for, or pursuance of administrative or judicial proceedings, unless the Members agree on a method for sharing such expenses.

(B)  The Accounting Member shall prepare and file all required federal, state, and local Company income tax returns, as well as all sales, use and other excise tax returns. In preparing such returns the Accounting Member shall use its best efforts and in doing so shall incur no liability to any other Member with regard to such returns. The Accounting Member shall submit to each Member a copy of the income tax returns as proposed for review (1) not less than thirty (30) days prior to the due date (including extensions) and (2) prior to July 15.

(C)  The Accounting Member shall establish and maintain Capital Accounts in accordance with this Article X. The Accounting Member shall also establish and maintain tax basis capital accounts for each Member. Upon request, the Accounting Member shall submit to each Member along with a copy of any proposed Company income tax return an accounting of their respective Capital Accounts as of the end of the tax return period.

(D)  Within two weeks from the receipt of the request from the Accounting Member the Member will furnish the Accounting Member with such information as the Accounting Member may reasonably request to permit it to provide the Internal Revenue Service with sufficient information for purposes of the Code for the proper compliance with the reporting and compliance requirements of the Company.

(E)  The Accounting Member shall not agree to any extension of the statute of limitations for making assessments on behalf of any other Member without first obtaining the written consent of that Member. The Accounting Member shall not bind any other Member to a settlement agreement in tax audits without obtaining the written concurrence of any such Member. Any other Member who enters into a settlement agreement with the Secretary of the Treasury or his delegate with respect to any Company returns shall notify the other Members of such settlement agreement and its terms within ninety (90) days from the date of the settlement.

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(F)  If any Member intends to file a notice of inconsistent treatment under the Code, such Member shall, prior to the filing of such notice, notify the Accounting Member of such intent and the manner in which the Member’s intended treatment of a Company item is (or may be) inconsistent with the treatment of that item by the Company. Within one week of receipt of such notification, the Accounting Member shall remit copies of such notification to other Members of the Company. If an inconsistency notice is filed solely because a Member has not received a Schedule K-1 in time for filing of its income tax return, the Accounting Member need not be notified.

(G)  The Accounting Member shall, to the extent and in the manner provided by regulations issued pursuant to the Code, keep all Members informed of all administrative and judicial proceedings for the adjustment at the Company level of Company items.

(H)  No Member shall file a request pursuant to the Code for an administrative adjustment of Company items for any Company taxable year without first notifying all other Members. If all other Members agree with the requested adjustment, the Accounting Member shall file the request for administrative adjustment on behalf of the Company. If unanimous consent is not obtained within thirty (30) days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Accounting Member, may file a request for administrative adjustment on its own behalf.

(I)  Any Member intending to file a petition under the Code with respect to any Company item or to other tax matters involving the Company shall notify the other Member, prior to such filing, of the nature of the contemplated proceeding. In the case where the Accounting Member is the Member intending to file such petition, such notice shall be given within a reasonable time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. If the Members do not agree on the appropriate forum, the Accounting Member shall choose the forum. If a Member intends to seek review of any court decision rendered as a result of such a proceeding, such Member shall notify the other Member prior to seeking such review.

10.06Elections.

(A)  For both income tax return and Capital Account purposes, the Company shall elect: (1) to use the maximum allowable accelerated tax method and the shortest permissible tax life for depreciation purposes, (2) to use the accrual method of accounting, (3) to treat all organizational costs of the Company as deferred expenses amortizable over a sixty (60) month period pursuant to Section 709(b) of the Code and comparable provisions of state law, (4) to amortize start-up expenditures over a sixty (60) month period pursuant to Section 195(d) of the Code and comparable provisions of state law, (5) to report income on the basis of a calendar year. The Company shall pay the Accounting Member for all reasonable costs of hiring an outside accounting firm to assist in the preparation of the federal and Louisiana income tax returns of the Company. The Company shall also pay the Accounting Member for all reasonable costs it

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may incur in tax accounting required for adjustments attributable to an election under Code Section 754.

(B)  Any election other than those referenced above must be approved by the Committee.

10.07Transfers, Indemnification and Correspondence

(A)  Transfers of Company interests shall be governed by this Agreement. A Member transferring its interest, or any part thereto shall notify the Accounting Member m writing within two weeks of such transfer.

(B)  This Agreement does not include any indemnification provisions to protect Members against any harm caused by a Code Section 708(b)(1)(B) termination. However, the Members agree that if any of them makes a sale or assignment of its interest under this Agreement, such sale or assignment shall be structured, if reasonably possible, to avoid causing a Code Section 708(b)(1)(B) termination.

(C)  All correspondence relating to the preparation and filing of the Company’s income tax returns and capital accounts shall be forwarded to:

PPG Industries, Inc.

One PPG Place

Pittsburgh, PA 15272

Attention: Tax Department

ARTICLE XI

DISSOLUTION AND LIQUIDATION

11.01Dissolution.

(a)Dissolution of the Company shall be governed by the Act. Notwithstanding the foregoing, any remaining Member(s) shall have the right to continue the Company upon the interdiction, withdrawal, resignation, expulsion, bankruptcy or dissolution of a Member or occurrence of any other event which terminates the continued membership of a Member in the Company, and the Company shall continue so long as all remaining Member(s) agree(s) to continue the Company within ninety (90) days after such termination event with respect to a Member, and the surviving Entity shall thereafter be the “Company”. The remaining Member(s) may establish and effectuate a plan by which the Company merges with or into another Entity pursuant to the Act or other applicable Law. A sole remaining Member may elect to continue the business of the Company as a sole proprietorship.

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(b)In the event the Company is “liquidated” within the meaning of Regulation Section 1.704-l(b)(2)(ii)(g), distributions shall be made pursuant to this Article XI to the Member(s) who has (have) positive Capital Accounts in compliance with Regulation Section 1.704-l(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Member has a deficit balance in its Capital Account (after giving effect to all Contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other person for any purpose whatsoever. A pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article XI may be withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Members as soon as practicable.

(c)Notwithstanding any other provision of this Article XI, in the event the Company is liquidated within the meaning of Regulation Section 1.704-l(b)(2)(ii)(g) but no Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, for federal income tax purposes the Company shall be deemed to have distributed its property in kind to the Members, who shall be deemed to have assumed and taken such property subject to all Company liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Members shall be deemed to have recontributed the Company property in kind to the Company, which shall be deemed to have assumed and taken such property subject to all liabilities.

IN WITNESS WHEREOF, PPG and Vista place their signatures on the day and year set forth above.

CONDEA VISTA COMPANY
By:	/s/ Mark J. Schneider
Name:	Mark J. Schneider
Title:	VP & Business Mgr., Olefins & Vinyl
PPG INDUSTRIES, INC.
By:	/s/ Rae R. Burton
Name:	Rae R. Burton
Title:	Vice President, Chlor-Alkali & Derivatives

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PHH MONOMERS, L.L.C.
By:  CONDEA Vista Company, as Member
By:	/s/ Mark J. Schneider
Name:	Mark J. Schneider
Title:	VP & Business MGR. - Olefins & Vinyl
By: PPG Industries, Inc., as Member
By:	/s/ Rae R. Burton
Name:	Rae R. Burton
Title:	Vice President, Chlor-Alkali & Derivatives

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PHH MONOMERS, L.L.C.

SECOND AMENDMENT TO OPERATING AGREEMENT

THIS SECOND AMENDMENT TO THE OPERATING AGREEMENT of PHH Monomers, L.L.C. (the “Amendment”) is made by and between PPG Industries, Inc. (“PPG”), Georgia Gulf Chemicals & Vinyls, L.L.C., successor in interest to CONDEA Vista Chemical Company, (“GGCV”), and PHH Monomers, L.L.C. (the “Company”).

WHEREAS, PPG, GGCV and the Company executed an Operating Agreement dated June 7, 1991, as amended by the First Amendment to Operating Agreement dated September 30, 1996 (the “Agreement”); and

WHEREAS, the parties hereto desire and intend to amend the Agreement as set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Capitalized terms used within this Amendment and not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

2.Section 5.04 “Cost Adjustments for EDC Inventory” of the Agreement is amended by deleting the first two sentences therefrom and substituting therefore the following:

“Month to month changes in EDC inventory held by the Company shall be allocated to the Members according to the Production Ratio for that month.”

3.Full Force and Effect.  Except as expressly set forth above in this Amendment, the Agreement shall remain unchanged and shall continue in full force and effect.

The parties hereto have executed this Amendment effective as of January 1, 2002.

PPG Industries, Inc.		Georgia Gulf Chemicals & Vinyls, L.L.C.
By:	/s/ David B. Church	By:	/s/ CD Shannon
Name (Print):	David B. Church	Name (Print):	CD Shannon
Title:	Vice President, Chlor-Alkali & Derivatives	Title:	Vice President - Chemicals Group
Date:	[ILLEGIBLE]	Date:	6/28/2002

PHH Monomers, L.L.C.
By: Georgia Gulf Chemicals & Vinyls, L.L.C., as Member
By:	/s/ CD Shannon
Name (Print):	CD Shannon
Title:	Vice President - Chemicals Group
Date:	6/28/2002
By: PPG Industries, Inc., as Member
By:	/s/ David B. Church
Name (Print):	David B. Church
Title:	Vice President, Chlor-Alkali & Derivatives
Date:	5/10/02

2

EX-3.27

Exhibit 3.27

STATE OF MICMIGAN MICHIGAN DEPARTMENT OF TREASURY CORPORATION DIVISION LANSING, MICHIGAN DO NOT WRITE IN SPACE BELOW-FOR DEPARTMENT USE Date Received: Compared by: MAY 24 1968 FILED Date: MAY 27 1968 Examiner: STATE TREASURER MICHIGAN DEPARTMENT OF TREASURY ARTICLES OF INCORPORATION These Articles of Incorporation are signed and acknowledged by the incorporator for the purpose of forming a corporation for profit under the provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows: ARTICLE 1. The name of the corporation is. PLASTIC TRENDS, INC.  ARTICLE II. The purpose or purposes for which the corporation is formed an as follows: To engage generally in manufacturing and rendering of services, particularly in connection with the production and design of plastic products, dies, molds and related equipment, and to buy, sell or lease property of every nature, whether real or personal, and Is general to carry on any in therewith. and thereto not forbidden by the laws of the state of Michigan and with of the powers conferred upon corporation by the laws of the State of Michigan. ARTICLE III. Location of the first registered office is: 2501 Rochester Road Troy Oakland Michigan 48064 (No) (street) (City) (County) (Zip code) Post office address of the first registered of its to: 2501 Rochester Road Troy Michigan 48064 (No. and Street or P.O. (City) (Zip code) ARTICLE IV. The name of the First resident agent is Joseph Houghton

ARTICLE V. The total authorized capital stock is Preferred shs. None Par Value $ (1) per share Common shs. 50.000 Par Value $ 1.00 Book Value $ per share Preferred None Price fixed for sale $ and/ or shs of (2) no par value Common None Book Value $ per share Price fixed for sale $ (3) A statement of all of any of the designations and the powers, preferences and rights, and the qualifications limitations. or restrictions thereof is as follows: All shares of capital stock of the Corporation are designated Common Stock, Par Value $1.00 per share. Each holder of the Common Stock shall be entitled to one vote per share in the affairs of the Corporation and all powers and rights of the holders hereof shall be equal in all respects and there shall be no preferences, qualifications, limitations or restrictions with respect thereto except as provided by law. ARTICLE VI. The names and places of residence or business of the incorporations and the number and clars of shares subscribed for by each are as follows: (Statute requires one or more incorporators) Name Residence or Address Number of Shares (No.) (Street) (City) (State) Par Stock Non-Par Stock Common Preferred Common Preferred Joseph Houghton 2501 Rochester Road 2.000 Troy, Michigan ARTICLE VII. The names and addresses of the first of directors are as follows: (Statues) requires at least three directors) Names Residence or Business Address (No.) (Street) (City) (State) Joseph Eoughton 2501 Rochester Road, Troy, Michigan Kenreth Barnowski 2501 Rochester Road, Troy, Michigan Edward E. Shea 2700 Rochester Bldg, Detroit, Michigan ARTICLE VIII The term of the corporate is perpetual (If terms is for a limited of years, those mare the number of of perpetual)

ARTICLE IX. OPTIONAL (Please delete Article IX if not applicable) Whenever a compromise or arrangement or any plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equity jurisdiction within the state of Michignn, may on the application of this corporation or of any creditor or may shareholders thereof, or on the application of any receiver or receivers appointed for this corporation, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such meaner as said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders, at the case may be, to be affected by the proposed compromise or arrangement or reorganization, agree to any compromise or arrangement or to any reorganization of this corporation as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, as the case may be, sad also on this corporation. ARTICLE X. (Here insert any desired additional provisions authorized by the Act) We, the incorporators, sign our names this 22nd day of May 19 68. (All parties appearing under Article VI are required to sign in this space) Joseph Houghton STATE OF MICHIGAN (One or more of the parties sharing and acknowledge ss. before the Notary) COUNTY OF OAKLAND On this 22nd day of May, 19 68. before me personally appeared Joseph Houghton to the knows to be the persons described in and who executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed. (Signature of Notary) Marilyn Dunne (Print of one name of Notary) WAYNE County acting MAIL SIGNED AND ACKNOWLEDGED Notary public for in Oakland County, [ILLEGIBEL]: State of Michigan. Michigan Department of Treasury My commission expires August 28, 1971 Corporation Division (Notarial seal required if acknowledgment taken out of State) P.O. Drawer C Lansing, Michigan 48904

Case -113(Rev 2-81) (Please do not write in spaced below – for Department use) MICHIGAN DEPARTMENT OF COMMERCE – CORPORATION AND SECUCITIES BUREAU Date Received FILED JAN 4 1982 FEB 4 1982 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For Use by Domestic and Foreign Corporations (See Instructions on Reverse Side) INSERT CORPORATION NUMBER 1 5 3 – 9 7 9 This certificate is executed in accordance with the provisions of Section 242 of Act 284, Public Acts of 1972, as amended, as follows: 1. The name of the corporation is PLASTIC TRENDS, INC. 2. The address of its registered office as currently on file with the Corporation and Securities Bureau is: (See Part 2 of instructions on reverse side) 2501 ROCHESTER ROAD TROY, , Michigan 43084 (No and Street) (Town or City) (zip Code) The mailing address of its registered office is: (Need not completed unless different from the above address See part 3 of Instructions) , Michigan (PO. Box) (Town or City) (Zip Code) 3. (The following is to be completed If the address of the registered office Is changed.) The address of the registered office is changed to:(See Part 3 of Instructions) 6200 26 MILE ROAD WASHINCTON , Michigan 48094 (No and Street) (Town or City) (Zip Code) The mailing address of the registered office is changed to: (Need not see completed unless different from the above address, see Part 3 of Instructions) , Michigan (P.O. Box) (Town or City) Zip Code: 4. The name of the resident agent as currently on file with the Corporation and Securities Bureau is (See Part 3 of Instructions) 5. (The following is to be completed if the resident agent is changed.) The name of the successor resident agent is 6. The corporation further states that the address of its registered office and the address of the business office of its resident agent, as changed, are identical. 7. The changes designated above were authorized by resolution duly adopted by its board of directors or I trustees. Signed this 30th day of DECEMBER 19 81 . By (Signature of President Vice-President Secretary Assistant Secretary Chairperson or Vice-Chairperson) JON HOUGHTON, VICE PRESIDENT (Type of Print Name and title)

CAS-113 (Rev 2-81) DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. Box), city, state and zip code. PLASTIC TRENDS, INC. 6200 26 MILE ROAD WASHINGTON, MICH. 48094 Telephone: Area Code 313  Number 739–3662  INFORMATION AND INSTRUCTIONS Certificate of Change of Registered Office and/or Change of Resident Agent 1. Submit one original copy of the Certificate of Change of Registered Office and/or Change of Resident Agent. Upon the filing, a microfilm copy will be prepared for the records in the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of the filing. Since the corporate documents are microfilmed for the Bureau’s files, it is imperative that the document submitted for filing be legible so that a usable microfilm can be obtained. Corporate documents with poor black and white contrast, whether due to the use of a worn typewriter ribbon or to a poor quality of reproduction, will be rejected. 2. Insert the present address of the registered office in part 2 of the Certificate. This address must agree with the address of the registered office as designated in the articles of incorporation or subsequent corporate certificate reflecting a change as filed with the Corporation and Securities Bureau. 3. A post office box is not permitted to be designated as the address of the registered office. The mailing address may differ from the address of the registered office only if a post office box address in the same city as the registered office is designated as the mailing address. 4. Insert the name of the present resident agent in part 4 of the Certificate. This name must agree with the name of the resident agent as designated in the articles of incorporation or subsequent corporate certificate reflecting a change as filed with the Corporation and Securities Bureau. 5. The Certificate must be signed in ink by the chairperson or vice-chairperson of the board, or the president, vice-president, secretary or assistant secretary of the corporation 6. Filing Fee: $5.00, (Make remittance payable to State of Michigan) 7. Mail form and remittance to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 Lansing, Michigan 48909 Tel. (517)-373-0493 CAS-113 (Rev 2-81)

EX-3.28

Exhibit 3.28

BY-LAWS

OF

PLASTIC TRENDS, INC.

ARTICLE I

Offices

1.01Principal Office - The principal office and the registered office of the Corporation shall be at such places in the State of Michigan as the Board of Directors shall from time to time determine.

1.02Other Offices - The Corporation may have offices at such other places, either within or without the State of Michigan, as the Board of Directors may from time to time determine.

ARTICLE II

Stock

2.01Capital Stock - Shares of capital stock of the Corporation shall be issued in such amounts, at such times, for such consideration, and on such terms and conditions as the Board of Directors shall determine, subject to any relevant restrictions and provisions of the Articles of Incorporation and these By-Laws.

2.02Certificates for Shares - Every shareholder shall be entitled to a certificate for his shares signed by the President or a Vice President and the Secretary or an Assistant Secretary, under the seal of the Corporation, certifying the number and class of shares represented by such certificate, which certificate shall state the terms and provisions of all classes of shares and, if such shares are not fully paid, the amount paid. The signature of the officers of the Corporation may be a facsimile signature if the certificate is countersigned by a transfer agent appointed by the Corporation. All signatures which have been affixed to certificates by persons authorized to do so shall continue to be valid notwithstanding the subsequent death, resignation, removal or other expiration of the term of office of such persons, unless the Board of Directors shall otherwise direct.

2.03Transfer of Shares - Shares shall be transferred only on the books of the Corporation by the person named in the certificate, or by attorney lawfully authorized in writing, and upon surrender of the certificate. A record shall be made of every such transfer.

2.04Registered Shareholders - The Corporation shall have the right to treat the registered holder of any shares as the absolute owner thereof, and shall not be bound to recognize any claim to such shares, legal or equitable, on the part of any other person.

2.05Closing the Stock Transfer Books - The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding forty (40) days preceding the date fixed for any meeting of the shareholders, or for payment of any dividend or allotment of rights, or for any change or conversion or exchange of capital stock to go into effect; provided, however, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date not exceeding forty (40) days preceding the date fixed for any of said events as a record date for the determination of shareholders entitled to notice of and to vote at any such meeting, or to receive payment of any such dividend or to receive such allotment of rights or to participate in any such change, conversion or exchange of capital stock, and in such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at such meeting, or to receive payment of such dividend or to receive such allotment of rights, or to participate in such change, conversion or exchange of capital stock, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, or otherwise, after any such record date. Nothing in this By-Law shall affect the rights of a shareholder and his transferee or transferor as between themselves.

2.06Lost or Destroyed Certificates - Upon the presentation to the Corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the Corporation, the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates any or all of the following: (a) presentation of additional evidence or proof of the loss, destruction or mutilation claimed; (b) advertisement of loss in such manner as the Board of Directors may direct or approve; (c) a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve; (d) the order or approval of a court or judge.

2.07Dividends - Dividends may be declared by the Board of Directors from sources permitted by law. The Directors shall be entitled to rely in good faith in declaring dividends upon financial information supplied to them by the officers of the Corporation responsible for the preparation of its financial statements.

2.08Regulations - The Board of Directors shall have power and authority to make all such rules and regulations as the Board shall deem expedient regulating the issue, transfer and registration of certificates for shares in this Corporation.

ARTICLE III

Shareholders’ Meetings

3.01Place of Meetings - All meetings of shareholders shall be held at the principal office of the Corporation in the State of Michigan, unless otherwise directed or approved by the Board of Directors or by the shareholders holding a majority of the shares of stock of the Corporation outstanding and entitled to vote.

3.02Annual Meeting - The annual meeting of shareholders shall be held on the of each year at 2:00 P.M. or on such other date as the Board of Directors may in any year fix not less than thirty (30) days prior to such date. If the day fixed for the annual meeting shall be a legal holiday, the meeting shall be held on the next succeeding business day at the same time. If for any reason the annual meeting of shareholders shall not be held on the day designated by these By-Laws, such meeting may be called and held as a special meeting and the same proceedings may be held thereat as at an annual meeting, including the election of directors.

3.03Special Meetings - Special meetings of shareholders may be called by the President and shall be called by the President or Secretary at the written request of the Board of Directors, or at the written request of shareholders holding a majority of the shares of stock of the Corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called.

3.04Notice - Written notice to every shareholders’ meeting shall be mailed to each shareholder at his address as the same appears on the stock records of the Corporation; at least five (5) days prior to any meeting, and any notice of a special meeting shall state the purpose or purposes thereof. Notice of the time, place and purpose of any shareholders’ meeting may be waived by telegram, radiogram, cablegram or other writing by those not present and entitled to vote thereat, either before or after the holding thereof, and whenever all the shareholders shall meet in person or by proxy, such meeting shall be valid for all purposes, without call or notice. Every notice shall be deemed duly served when the same has been deposited in the United States Mail, with postage fully prepaid plainly addressed to the sendee at his, her or its last address appearing upon the original or duplicate ledger of this Corporation at its registered office in Michigan.

3.05List of Shareholders - Prior to each meeting of shareholders the Secretary of the Corporation shall cause to be prepared the list of shareholders required by law and shall display the same at the place of the meeting for ten (10) days prior to and during the meeting in the manner required by law.

3.06Quorum - At any meeting of shareholders, the holders of a majority of all the voting shares of the Corporation then outstanding, present in person or by proxy, shall constitute a quorum. Any meeting, including those at which less than a quorum is present, may be adjourned from time to time by vote of a majority of those who attend, and such adjourned meeting may be held without notice other than the announcement at the meeting at which adjournment is voted. When a quorum shall be present upon any such adjourned day, any business may be transacted which might have been transacted at the meeting as originally called. If the shareholder or shareholders shall severally and/or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid as though it had been authorized at a meeting of the shareholders.

3.07Voting - Each shareholder shall be entitled to one (1) vote for each share of voting stock registered in his or her name on the books of the Corporation. He may vote in person or by proxy duly appointed by an instrument in writing filed with the Secretary of the meeting. A proxy executed by one or two or more joint holders of shares of the Corporation shall be valid and may be voted at any meeting unless written objection is received by the Board of Directors or the inspectors of election acting thereat prior to announcement of the results of the vote or votes for which the proxy was given from another of the joint holders of the shares covered by the proxy. In elections of directors each shareholder shall have the right to cast one vote per share for the election of as many nominees as there are directors to be elected or to cumulate his shares and either vote them

all for one nominee or distribute them among the nominees as he sees fit. Ballots shall be cast at the same time and not separately as to the election of all directors to be elected at the same meeting.

3.08Other Corporations - Any other Corporation owning voting shares in this Corporation may vote upon the same by the President of such stockholder corporation, or by proxy appointed by him, unless some other person shall be appointed to vote upon such shares by resolution of the Board of Directors of such stockholder corporation.

3.09Chairman and Secretary of Meetings - The Chairman of the Board, President or Vice President and the Secretary or Assistant Secretary shall act as Chairman and Secretary, respectively, directed by the shareholders present.

3.10Inspectors of Election - The Board of Directors or the chairman of any meeting of shareholders shall appoint inspectors of election, who need not be shareholders, to determine the right of any person to vote at the meeting, to receive and count the votes cast and to determine and execute their certificate as to the results of the vote. The certificate of the inspectors of election as to the results of any vote shall be prima facie evidence of such results.

ARTICLE IV

Directors

4.01Number, Term of Office and Removal - The affairs of this Corporation shall be managed by a Board of Directors consisting of such number of Directors not less than three (3) and not more than fifteen (15) as shall be fixed from time to time by the Board of Directors or by vote of the shareholders. The initial Board of Directors shall consist of those designated as such in the Articles of Incorporation. Thereafter, the Directors shall be elected at least annually by a plurality of the votes cast at such election. Each Director shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. Directors need not be shareholders of the Corporation. The shareholders may, at any special meeting called for that purpose, remove any member of the Board of Directors, and at such meeting or at any other meeting called for that purpose, may elect a Director to fill the vacancy thus created. At any meeting of the shareholders

called for the purpose of removing any Director, the shareholders shall have the right to vote cumulatively on such removal, and no Director shall be removed against whose removel sufficient votes shall be recorded to have elected a Director on the election of a full Board; provided, however, that cumulative shares so voted against the removal of such Director shall not be voted against the removal of any other Director during the term for which the Board was elected.

4.02Vacancies - Vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors, or otherwise, may be filled by the remaining members of the Board by a majority vote, unless, in the case of removal, the vacancy is filled by the shareholders of the Corporation and such directors so elected shall hold office until their respective successors are elected and qualified at the next annual meeting of shareholders or at any special meeting of shareholders called for such purpose.

4.03Organizational Meeting - At the place of holding the annual meeting of shareholders or any special meeting called for the purpose of electing a whole Board of Directors, and immediately following the same, the Board of Directors as constituted upon final adjournment of meeting shall convene without other or further notice than this By-Law for the purpose of electing officers and transacting other business properly brought before it. The organizational meeting in any year may be held at a different time and place by consent of a majority of the Directors of such new Board.

4.04Regular Meetings - Regular meetings of the Board of Directors shall be held at such time and at such place or places as the Directors shall from time to time determine. If the time and place of the next regular meeting of the Board is determined at any meeting of the Board, no notice of the meeting shall be required. If the time and place of any regular meeting is otherwise determined, or if the time and place is changed after a prior determination, the Secretary shall give such notice to the Directors as is provided in the case of a special meeting.

4.05Special Meetings - Special meetings of the Board of Directors shall be called by the Secretary at any time upon the written request of any two Directors. The Secretary shall give notice of the time, place and purpose of such special meeting to each Director, by mail, telegram or other writing at least two (2) days before the date fixed for such meeting.

At any meeting, regular or special, at which every Director shall be present, even though without notice, any business may be transacted. Notice of the time, place and purpose of any meeting, regular or special, of the Board of Directors may be waived by telegram, radiogram, cablegram or other writing by those not present and entitled to vote thereat, either before or after the holding thereof.

4.06Quorum - At all meetings of the Board of Directors, a majority shall constitute a quorum for the transaction of business. Any meeting, including those at which less than a quorum is present, may be adjourned by majority vote of those who attend, and the adjourned meeting may be held without notice except the announcement at the meeting at which adjournment is voted. If the Directors shall severally and/or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.

4.07Executive Committee - The Board of Directors may, by resolution passed by a majority of the whole Board, designate two or more of their number to constitute an executive committee which shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation between meetings of the Board, subject to such limitations and restrictions as the Board may impose.

4.08Compensation of Directors - Directors may, by resolution of the Board, receive salaries, fees and/or expenses for their attendance and services at meetings of the Board and of committees thereof.

ARTICLE V

Officers

5.01Title, Appointment and Removal - The Board of Directors shall elect a President, one or more Vice Presidents, a Secretary and a Treasurer, and may elect such other officers, including a Chairman of the Board, as the Board shall deem advisable. Officers shall hold their offices for such terms as shall be determined by the Board. No officer, except the Chairman of the Board and the President, need be a Director, but a Vice President who is not a Director cannot succeed to or fill the office of President. Any two of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or certify any instrument in more than one capacity. The Board of Directors may fix the salaries of the officers of the Corporation.

Any officer or agent may be removed, for or without cause, or any vacancies filled, by a majority of the Board of Directors, whenever, in their judgment, the business interests of the Corporation will be served thereby.

5.02Execution of Instruments - The Board of Directors of the Corporation may in any instance designate the officers and agents who shall have authority to execute any contract, conveyance or other instrument on behalf of the Corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the Chairman of the Board or the President or Vice President and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may execute the same in the name and on behalf of the Corporation and may affix the corporate seal thereto.

ARTICLE VI

Duties of Officers

6.01Chairman of the Board - The Chairman of the Board, if such office is filled, shall be the chief executive officer of the Corporation and shall preside at all meetings of the shareholders at which he is present. He shall see that all orders and resolutions of the Board are carried into effect, and he shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the aurhority to vote all securities of other corporations and business organizations which are held by the Corporation.

6.02President - The President shall be the chief operational officer of the Corporation. He shall have the general powers of supervision and management over the operations of the Corporation as are usually vested in the general manager of a corporation. At any time when the office of Chairman of the Board is not filled, the President shall be the chief executive officer of the Corporation and have all powers and duties of such officer described in Section 6.01.

6.03Vice President - The Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, perform his duties and exercise his powers, and shall perform such other duties as the Board of Direcotrs may prescribe.

6.04Secretary - The Secretary shall attend all sessions of the Board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors nad shall perform such other duties as may be prescribed by the Board of Directors or the President. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of his duties, powers, and authorities to one or more Assistant Secretaries, unless such delegation be disapproved by the Board of Directors.

6.05Treasurer - The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books of the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall render to the President and Directors, whenever they may require it, an account of his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer may delegate any of his duties, powers, and authorities to one or more Assistant Treasurers unless such delegation be disapproved by the Board of Directors.

6.06Other Officers - The Board of Directors of the Corporation may require any officer, agent or employee to give bond for the faithful discharge of his duty and for the protection of the Corporation, in such sum and with such surety or sureties as the Board may deem advisable.

ARTICLE VII

Contracts with Directors

7.01Contracts with Directors - In the absence of fraud, no contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the Directors of this Corporation is or are interested in or is a Director or officer, or are Directors or officers, of such other corporation, and any Director or Directors individually or jointly may be a party or parties, or may be interested in any contract or transaction of this Corporation or in which this Corporation is interested, and in the absence of fraud, no contract, act or transaction of this Corporation with any person or persons, firm or corporation, shall be affected or invalidated by the fact

that any Director or Directors of this Corporation is a party or are parties to or interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation and, in the absence of fraud, each and every person who may become a director of this Corporation is hereby relieved from any liability that might otherwise exist from thus contracting with the Corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested.

ARTICLE VIII

Indemnification

8.01Indemnification - Each person now or in the future a Director or officer (and his heirs, executors and administrators) shall be indemnified by the Corporation against expenses, including attorneys fees, reasonably incurred by him in connection with any action, suit or proceeding (whether civil or criminal) to which he may be made a party by reason of his being, or having been, a Director or officer of the Corporation, (whether or not he continues to be a Director or officer at the time of incurring such expenses) including the cost of reasonable settlement (other than amounts paid to the Corporation itself) where such settlement is approved by the Corporation. The Corporation shall not, however, indemnify any Director or officer with respect to matters as to which he shall have been finally adjudged in any action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duty as such Director or officer. The foregoing qualification shall not prevent a settlement by the Corporation or a Director prior to final adjudication when such settlement is not predicated on the existence of liability. A settlement shall not be deemed to have been predicated on the existence of liability where a payment is made or consent decree or plea of nolo-contendere is entered for purposes including, but not limited to, (1) avoidance of lenghty and expensive proceedings, (2) adverse publicity harmful to the Corporation, (3) unavailability, after the passage of time, of material witnesses or documentary evidence once existing and related to the subject matter of the action suit or proceeding, or (4) cooperation with a general industry decision not to oppose an action, suit or proceeding which might adversely affect the reputation of the industry. The foregoing right of indemnification shall not be exclusive of other rights to which such Director or officer may be entitled as a matter of law. This provision shall not operate to indemnify any Director or officer if such indemnification is for any reason contrary to law.

ARTICLE IX

Seal

9.01The Corporation shall have a seal which shall have inscribed thereon the name of the Corporation, the State of incorporation, and the words “Corporate Seal”. The seal may be used by causing it or a facsimile to be imprinted, affixed or otherwise reproduced.

ARTICLE X

Fiscal Year

10.01Fiscal year - The fiscal year of the Corporation shall be such year as is fixed from time to time by the Board of Directors of the Corporation.

ARTICLE XI

Amendments

11.01The shareholders or the Board of Directors may alter, amend, add to or repeal these By-Laws, including the fixing and altering of the number of Directors; provided, that the Board of Directors shall not make or alter any By-Laws fixing their number, qualifications, classifications or term of office, and provided further that notice of any meeting of shareholders or Directors called for the purpose of amending these By-Laws shall include notice of the proposed amendments.

EX-3.29

Exhibit 3.29

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:46 PM 09/14/2006

FILED 12:46 PM 09/14/2006

SRV 060849067 - 4219745 FILE

CERTIFICATE OF INCORPORATION

OF

ROME DELAWARE CORP.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:  The name of the corporation (the “Corporation”) is Rome Delaware Corp.

SECOND:  The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $.01 per share.

FIFTH:  Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

SIXTH:  To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation.

Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH:  Each person who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH:  In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH:  The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all

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rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH:  The name and mailing address of the incorporator are:

John E. Zamer

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309-3053

IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 14th day of September, 2006.

/s/ John E. Zamer

John E. Zamer, Incorporator

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:40 PM 08/14/2007

FILED 02:22 PM 08/14/2007

SRV 070920057 - 4219745 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE

OF REGISTERED AGENT AND/OR

REGISTERED OFFICE

State ID#

The Board of Directors of Rome Delaware Corp., a Delaware Corporation, on this 14th day of August, A.D. 2007, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 2711 Centerville Road, Suite 400 Street, in the City of Wilmington, DE, County of New Castle, Zip Code 19808.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is Corporation Service Company.

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 14th day of August, A.D., 2007.

By:	/s/ Scott Bates
	Authorized Officer
Name:	Scott Bates
	Print or Type
Title:	General Counsel & Vice President

EX-3.30

Exhibit 3.30

ROME DELAWARE CORP.

BY-LAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.  Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.  Section 2. Annual Meeting. An annual meeting of the stockholders, shall be held on the 1st day of May in Atlanta, Georgia, or such of the place as the Board of Directors may elect, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3.  Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called by the Board of Directors or the Chairman of the Board, and shall be called by the President or the Secretary at the request in writing of stockholders owning a majority in interest of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall be sent to the President and the Secretary and shall state the purpose or purposes of the proposed meeting.

Section 4.  Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law.

Section 5.  Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6.  Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon

present in person or by proxy at such meeting shall so determine. Every vote taken by written ballot shall be counted by one or more inspectors of election appointed by the Board of Directors. When a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these by-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1.  Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2.  Number and Term of Office. The Board of Directors shall consist of one or more members. The number of directors shall be fixed by resolution of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

Section 3.  Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though

less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

Section 4.  Regular Meetings. Regular meetings of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders or at such other time and place as shall from time to time be determined by the Board of Directors.

Section 5.  Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail, by telegram, by private courier or by facsimile transmission and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two directors.

Section 6.  Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.  Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or Committee.

Section 8.  Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9.  Compensation. Members of the Board of Directors shall render services to the Corporation in such capacity without compensation.

ARTICLE III

NOTICES

Section 1.  Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telecopy, or telephone.

Section 2.  Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV

OFFICERS

Section 1.  Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President and Secretary. The Board of Directors may also choose any or all of the following: a Chairman of the Board of Directors, one or more Vice Presidents, a Treasurer, and one or more Assistant Secretaries. Any number of offices may be held by the same person.

Section 2.  Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3.  Succession. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4.  Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these by-laws.

Section 5.  Chairman. If elected by the Board of Directors, the Chairman of the Board shall be an officer of the Corporation. The Chairman shall preside at all meetings of the stockholders and of the Board of Directors and he shall have such other duties and responsibilities as may be assigned to him by the Board of Directors. The Chairman may

delegate to any qualified person authority to chair any meeting of the stockholders, either on a temporary or a permanent basis.

Section 6.  President. The President shall be responsible for the active management and direction of the business and affairs of the Corporation. In case of the inability or failure of the Chairman to perform the duties of that office, the President shall perform the duties of the Chairman, unless otherwise determined by the Board of Directors.

Section 7.  Execution of Documents and Action with Respect to Securities of Other Corporations. The President and the Chairman shall each have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or with respect to any action of such stockholders) of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the President is authorized to take under this Section 7, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

Section 8.  Vice President. Each Vice President, however titled, shall perform such duties and services and shall have such authority and responsibilities as shall be assigned to or required from time to time by the Board of Directors or the President.

Section 9.  Secretary and Assistant Secretaries. (a)  The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and record all proceedings of the meetings of the stockholders and of the Board of Directors and shall perform like duties for the standing committees when requested by the Board of Directors or the President. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors. The Secretary shall perform such duties as may be prescribed by the Board of Directors or the President. The Secretary shall have charge of the seal of the Corporation and authority to affix the seal to any instrument. The Secretary or any Assistant Secretary may attest to the corporate seal by handwritten or facsimile signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent has been designated or is otherwise properly accountable. The Secretary shall have authority to sign stock certificates.

(b)Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary.

Section 10.  Treasurer. If elected by the Board of Directors, the Treasurer shall have the custody of the funds and securities belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Treasurer with the prior approval of the Board of Directors or the President. The Treasurer shall disburse the funds and pledge the credit of the Corporation as may be directed by the Board of Directors and shall render to the Board of Directors and the President, as and when required by them, or any of them, an account of all transactions by the Treasurer.

ARTICLE V

STOCK

Section 1.  Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman of the Board or the President and the Secretary or an Assistant Secretary or the Treasurer of the Corporation and shall bear the corporate seal. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved or printed.

Section 2.  Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.  Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

Section 4.  Record Date. (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders

are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1.  Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2.  Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3.  Reliance upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors, and each officer of the Corporation shall, in the

performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.  Time Periods. In applying any provision of these by-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5.  Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VII

AMENDMENTS

Section 1.  Amendments. These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Board of Directors.

EX-3.31

Exhibit 3.31

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
	ARTICLES OF INCORPORATION
DEC 13 1996		Filed in the office of	Document Number
No. C25695-96	OF	/s/ Dean Heller	C25695-1996-001
/s/ Dean Heller		Dean Heller	Filing Date and Time
DEAN HELLER, SECRETARY OF STATE	ROYAL GROUP SALE (USA) LIMITED	Secretary of State State of Nevada	12/13/1996 12:00 AM Entity Number
			C25695-1996

The undersigned hereby makes and executes these Articles of Incorporation evidencing the intention to form a corporation under the provisions of Title 7, Chapter 78 of the Nevada Revised Services (“Corporation Law”).

ARTICLE I.

Name

The name of the Corporation is Royal Group Sales (USA) Limited.

ARTICLE II.

Duration

The period of its duration is perpetual.

ARTICLE III.

Resident Agent and Registered Office

The address of its registered office is 400 West King Street, Suite 302, Carson City, Nevada 89703 and the name of its resident agent at such address is Capitol Document Services, Inc.

ARTICLE IV.

Purpose

The Corporation is organized for the purpose of engaging in any lawful act or activity for which corporations may be organized under the Corporation Law.

ARTICLE V.

Authorized Shares

The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is 1,000 shares of common stock, $.01 par value per share.

ARTICLE VI.

Voting

At each election of directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. A shareholder may cumulate his votes in any election of directors.

ARTICLE VII.

Denial of Preemptive Rights

No holder of securities of the Corporation shall be entitled as a matter of right, preemptive or otherwise, to subscribe for or purchase any securities of the Corporation now of hereafter authorized to be issued, or securities held in the treasury of the Corporation, whether issued or sold for cash or other consideration or as a dividend or otherwise. Any such securities may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

ARTICLE VIII.

Incorporator

The name and mailing address of the incorporator is Douglas K. Eyberg, 1200 Smith Street, Suite 3300, Houston, Texas 77002.

ARTICLE IX.

Directors

The governing board shall be known as directors and the initial director, which is one (1) in manner, is:

Name	Address
Vie De Zen	1 Royal Gate Blvd.
	Woodbridge, Ontario L4L 8Z7, Canada

The initial director shall serve as the initial director until the first annual meeting of stockholders or until his successor is elected and qualified.

The number and qualifications of directors constituting the Board of Directors of the Corporation shall be fixed or determined in the manner provided in the Bylaws of the

2

Corporation. The number of directors may be increased or decreased from time to time in the manner provided in the Bylaws, except that no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a Bylaw providing for the number of directors, or should the Corporation fail to determine the number of directors in the manner provided in the Bylaws, the number shall be the same as the number of directors constituting the initial Board of Directors.

ARTICLE X.

Director’s and Officers Liability Limitation

No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) for any distribution made contrary to the provisions of Section 78.300 of the Nevada Revised Statutes. If the Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

ARTICLE XI.

Miscellaneous

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.

Meetings of stockholders may be held within or without the State of Nevada, as the bylaws may provide. The books of the Corporation may be kept, subject to any provision contained in the statutes, outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders hereby are granted subject to this reservation.

Each director, officer, employee or agent of the Corporation shall be indemnified by the Corporation to the fullest extent authorized by the Corporation Law, as the same fists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment provides for broader indemnification rights than permitted prior to such amendment).

3

IN WITNESS WHEREOF, I, the undersigned, being the sole incorporator hereinabove named, do hereby execute these Articles of Incorporation this 12th day of December, 1996, and do hereby acknowledge that this instrument is my act and deed and that the facts stated herein are true.

/s/ Douglas K. Eyberg

DOUGLAS K. EYBERG

This instrument was acknowledged before me on this 12th day of December, 1996, by Douglas K. Eyberg as incorporator of Royal Group Sales (USA) Limited.

	KAREN S. MADDREY Notary Public, State of Texas My Commission Expires: [ILLEGIBLE]	/s/ Karen S. Maddrey
		Notary Public in and for
		The State of Texas

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

Capitol Document Services, Inc. hereby accepts the appointment as Resident Agent for Royal Group Sales (USA) Limited.

CAPITOL DOCUMENT SERVICES, INC.
By:	/s/ Heather L. Coleman
Name:	Heather L. Coleman
Title:

4

Certificate of Change of Resident Agent and/or
Location of Registered Office
(for corporations only)	FILED
ROYAL GROUP SALES (USA) LIMITED
Name of Corporation

The change(s) below is (are) effective upon the filing of this document with the Secretary of State.

Reason for Change: (check one)	x Change of Resident Agent
	o Same Resident Agent but Different Location

The former resident agent and/or location of the registered office was:

Resident Agent:	CAPITOL DOCUMENT SERVICES
Street No.:	400 W. King St., Ste. 302
City:	Carson City, NV 89703

The new resident agent and/or location of the registered office is:

Resident Agent:	BRUCE T. BEESLEY
Street No.:	5011 Meadowood Mall Way Ste. 300
City:	Reno, NV 89502

NOTE: For a corporation to file this certificate, the signature of one officer, is required. The certificate does not need to be notarized.

/s/ Vic De Zen

(signature/title)

VIC DE ZEN, President

Certificate of Acceptance of Appointment by Resident Agent: I, BRUCE T. BEESLEY hereby accept the appointment as Resident Agent for the above-named business entity.

/s/ Bruce T. Beesley	8-19-98
(Signature of Resident Agent)	(Date)

NOTE:	Please send this completed form along with me $15.00 filing fee to:
	Secretary of State, Capitol Complex, Carson City, Nevada 89710	(Rev.12-95)

EX-3.32

Exhibit 3.32

BYLAWS

Adopted Effective

as of December 16, 1996

ROYAL GROUP SALES (USA) LIMITED

A NEVADA CORPORATION

TABLE OF CONTENTS

ARTICLE I		OFFICES	1
	1.1	Registered Office	1
	1.2	Other Offices	1
ARTICLE II		SHAREHOLDERS	1
	2.1	Place of Meeting	1
	2.2	Annual Meetings	1
	2.3	Notice of Annual Meeting	1
	2.4	List of Stockholders	2
	2.5	Special Meetings	2
	2.6	Notice of Special Meetings	2
	2.7	Business Transacted, Special Meetings	3
	2.8	Quorum	3
	2.9	Majority Vote	3
	2.10	Method of Vote	4
	2.11	Election of Directors	4
	2.12	Ballots	4
	2.13	Action Without Meeting	4
	2.14	Chairman and Secretary of Meetings	5
	2.15	Telephone Conference	5
ARTICLE III		DIRECTORS	6
	3.1	Management	6
	3.2	Number, Qualification, Election and Term	6
	3.3	Vacancies	6
	3.4	Resignation	7
	3.5	Removal	7
	3.6	Meetings	7
	3.7	First Meetings	8
	3.8	Regular Meetings	8
	3.9	Special Meetings	8
	3.10	Quorum	9
	3.11	Vote for Approval	9

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			Page
	3.12	Method of Vote	9
	3.13	Action Without Meeting	9
	3.14	Committees	9
	3.15	Telephone Conference	10
	3.16	Compensation	10
ARTICLE IV		NOTICES	10
	4.1	Method	10
	4.2	Waiver	11
ARTICLE V		OFFICERS	11
	5.1	Number and Qualification	11
	5.2	Election and Term	11
	5.3	Appointment	11
	5.4	Salaries	12
	5.5	Vacancy and Removal	12
	5.6	Resignation	12
	5.7	Chairman of the Board	12
	5.8	President	13
	5.9	Vice President	13
	5.10	Secretary	13
	5.11	Assistant Secretaries	14
	5.12	Treasurer	14
	5.13	Assistant Treasurers	14
ARTICLE VI		CERTIFICATES AND STOCKHOLDERS	15
	6.1	Issuance and Payment of Shares	15
	6.2	Certificates Representing Shares	15
	6.3	Signatures	15
	6.4	Transfer Agents and Registrars	16
	6.5	Transfer of Shares	16
	6.6	Lost Certificates	16
	6.7	Registered Stockholders	16
	6.8	Denial of Preemptive Rights	17
	6.9	Restrictions on Transfer	17
ARTICLE VII		INDEMNIFICATION	17
ARTICLE VIII		INTEREST OF DIRECTORS, OFFICERS AND STOCKHOLDERS	21

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			Page
ARTICLE IX		GENERAL PROVISIONS	22
	9.1	Dividends	22
	9.2	Reserve Fund	22
	9.3	Annual Statement	22
	9.4	Checks	23
	9.5	Fiscal Year	23
	9.6	Seal	23
	9.7	Books and Records	23
	9.8	Amendment	23

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BYLAWS

ARTICLE I

OFFICES

1.1          Registered Office.  The registered office of the company in the State of Nevada shall be located at 400 West King St., Suite 302, Carson City, Nevada 89703.

1.2          Other Offices.  The company may also have and maintain a principal place of business in Nevada and have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the company may require.

ARTICLE II

STOCKHOLDERS

2.1          Place of Meeting.  All meetings of the stockholders for the election of directors shall be held either within or without the State of Nevada, at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2          Annual Meetings.  The annual meeting of stockholders shall be held annually at such date and time as shall be designated from time to time by the board of directors and stated in the notice of meeting.

2.3          Notice of Annual Meeting.  Written notice of the annual meeting stating the place, day and hour of the meeting shall be delivered to each stockholder entitled to vote at such meeting

not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary or the officer or person calling the meeting.

2.4          List of Stockholders.  The officer who has charge of the stock transfer books of the company shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address and number of shares held by each stockholder. Such list shall be kept on file at the registered office or the principal place of business of the company and shall be open to inspection by any stockholder at any time during usual business hours, for a period of at least ten (10) days prior to such meeting. Such list shall also be produced and kept at the time and place of such meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.5          Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman (if any) or president and shall be called by the chairman (if any), president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning ten percent (10%) of the shares entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting.

2.6          Notice of Special Meetings. Written notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at such meeting not less than ten (10)

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nor more than sixty (60) days before the date of the meeting, either personally or by mail by or at the direction of the president, the secretary or other officer calling the meeting.

2.7          Business Transacted, Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such special meeting.

2.8          Quorum. The holders of more than fifty percent (50%) of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or the certificate of incorporation. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. When a quorum is assembled for such an adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as provided in Sections 2.3 or 2.7 of this Article II to each stockholder of record entitled to vote at the meeting.

2.9          Majority Vote. If a quorum is present at any stockholders’ meeting, the vote of the holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by law or by the certificate of incorporation.

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2.10        Method of Vote. Each outstanding share having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A stockholder may vote either in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-fact.

2.11        Election of Directors. At each election for directors every stockholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. A stockholder may not cumulate his votes in any election of directors.

2.12        Ballots. Election of directors shall be by written ballot, but, unless otherwise provided by law, the certificate of incorporation or the board of directors, no vote on any other question before the stockholders’ meeting need be by ballot unless the chairman of the meeting shall determine that it shall be by ballot, or the holders of a majority of the shares present in person or by proxy and entitled to participate in such vote shall so demand. In a vote by ballot, each ballot shall state the number of shares voted in the name of the stockholder or proxy voting. All votes by ballot at any meeting of stockholders shall be conducted by two (2) judges (who need not be stockholders) who shall, except as otherwise provided by law or the certificate of incorporation, be appointed for such purpose by the chairman of the meeting. The judges shall decide on the qualification of votes, count the votes and declare the results.

2.13        Action Without Meeting. Unless otherwise restricted by law or the certificate of incorporation, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having

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not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

2.14        Chairman and Secretary of Meetings. Meetings of the stockholders shall be presided over by the president, or, in his absence, by any vice president, or in the absence of any such officers, by a chairman to be chosen by a majority of the stockholders entitled to vote at the meeting who are present in person or represented by proxy. The secretary, or in his absence, any person appointed by the chairman, shall act as secretary of the meeting. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting or as may otherwise be determined by the vote of the holders of the majority of the shares present in person or represented by proxy and entitled to vote at the meeting.

2.15        Telephone Conference. Subject to the provisions of Section 141 of the General Corporation Law of Nevada, stockholders may participate in and hold a stockholders’ meeting by means of a telephone conference where all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting.

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ARTICLE III

DIRECTORS

3.1          Management. The business of the company shall be managed by a board of directors which may exercise all such powers of the company and do all such lawful acts and things as are not by law, the certificate of incorporation or these bylaws directed or required to be exercised or done by the stockholders.

3.2          Number, Qualification, Election and Term. The number of directors which shall constitute the whole board shall be one (1). No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Except for a decrease in the number of directors, the number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.3 of this Article III, and each director elected shall hold office until his successor is elected and qualified, unless he shall sooner resign or be removed in accordance with these bylaws or the General Corporation Law of Nevada. Directors need not be residents of Nevada or stockholders of the company.

3.3          Vacancies. Vacancies or newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum (including by a sole remaining director). Any director so chosen shall hold office until the next annual election and until his successor is duly elected and qualified, unless he shall sooner resign or be removed in accordance with these bylaws or the General Corporation Law of Nevada. If there are no directors in office, then an election of directors may

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be held in the manner provided by law. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for any such director, summarily order a stockholders’ election to be held to fill any such vacancy or newly created directorship, or to replace any such director already chosen by the directors then in office to fill such vacancy or newly created directorship.

3.4Resignation. A director may resign at any time by giving written notice of resignation to the board of directors, the president, vice president or secretary of the company. Any such resignation shall be effective immediately unless a certain date is specified for it to take effect, in which event it shall be effective upon such date. Acceptance of any such resignation shall not be necessary to make it effective.

3.5Removal.  Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

3.6Meetings.  Meetings of the board of directors of the company, both regular and special, may be held either within or without the State of Nevada. The chairman of the board shall preside at all meetings of the board of directors at which he is present. If the chairman of the board shall be absent from any such meeting, the president, or, in his absence, a vice president shall preside. If no such officer is present at such meeting, one of the directors present shall be chosen by the directors present to preside at such meeting. The secretary of the company shall act as the secretary at all meetings of the board of directors and shall keep regular minutes of such

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meetings, and in his absence a temporary secretary shall be appointed by the chairman of the meeting.

3.7First Meetings.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the stockholders at the annual meeting. It shall not be necessary to give the newly elected directors notice of such first meeting to constitute legally such meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting, it shall be held without notice immediately following the annual meeting of stockholders, and at the same place thereof unless, by the unanimous consent of the directors then elected and serving, such time or place shall be changed.

3.8Regular Meetings.  Regular meetings of the board of directors may be held upon such notice and at such time and place as shall from time to time be determined by the board of directors.

3.9Special Meetings.  Special meetings of the board of directors may be called by the chairman of the board or the president on two (2) days notice to each director, either personally, by mail or by telegram or telecopy. Special meetings shall be called by the chairman of the board, the president or the secretary in like manner and upon like notice upon the written request of two (2) directors. Except as may otherwise be provided by law or the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

3.10Quorum.  At all meetings of the board of directors, a majority of the full board shall constitute a quorum for the transaction of business except as otherwise provided by law or

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the certificate of incorporation. If, however, a quorum shall not be present or represented at any meeting of the board of directors, the directors thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than thirty (30) days, notice of the adjourned meeting shall be given as provided in Sections 3.8 or 3.9 of this Article III to each director.

3.11Vote for Approval.  If a quorum is present at any directors’ meeting, the vote of not less than five of the directors shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by law or by the certificate of incorporation.

3.12Method of Vote.  Each director shall be entitled to one vote on each matter submitted to a vote at a meeting of the board of directors.

3.13Action Without Meeting.  Unless otherwise restricted by law or the certificate of incorporation, any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all members of the board of directors or committee thereof, as the case may be, and the consent or consents are filed with the minutes of meetings of the board of directors or committee thereof, as the case may be.

3.14Committees.  The board of directors, by resolution passed by a majority of the full board, may from time to time designate a member or members of the board to constitute committees, including an executive committee, which shall in each case consist of one or more directors and which shall have such powers as the board may determine and specify in the resolution designating such committee. A majority of all the members of any such committee may

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fix the time and place of its meetings and determine any action to be taken by it, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to change the number and members of any such committee and to fill vacancies subject to the aforesaid and to discharge any such committee. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

3.15Telephone Conference.  Subject to the provisions of Section 141 of the General Corporation Law of Nevada, directors may participate in and hold a directors’ or committee meeting by means of a telephone conference where all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting.

3.16Compensation.  By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each directors’ meeting and may also be paid a fixed sum for attendance at each directors’ meeting or a stated salary as director. No such payment shall preclude any director from serving the company in any other capacity and receiving compensation therefor. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

4.1Method.  Any notice to directors or stockholders shall be in writing and shall be delivered personally, by mail or by telegram to the directors or stockholders at their respective addresses appearing on the books of the company. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid.

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4.2Waiver.  Whenever any notice is required to be given by law, the certificate of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a director at any meeting of the board of directors or any committee thereof, and attendance of a stockholder at any meeting of the stockholders shall constitute a waiver of notice of such meeting, except where a director or stockholder attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

5.1Number and Qualification.  The officers of the company shall be elected by the board of directors and shall consist of a president, a secretary, and a treasurer. The board of directors may also elect a chairman of the board and one or more vice presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation provides otherwise.

5.2Election and Term.  The board of directors at its first meeting after each annual meeting of stockholders shall elect a president, one or more vice presidents, a secretary and a treasurer.

5.3Appointment.  The board of directors may appoint such other officers, assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the board by resolution not inconsistent with these bylaws. Officers, assistant

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officers or agents of the company need not be a resident of Nevada or stockholders of the company.

5.4Salaries.  The salaries of all officers and agents of the company shall be fixed by the board of directors.

5.5Vacancy and Removal.  The officers of the company shall hold office until their successors are elected or appointed and qualified or until their death, resignation or removal from office. Any officer elected or appointed by the board of directors may be removed at any time by the board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any vacancy occurring in any office of the company by death, resignation, removal or otherwise shall be filled by the board of directors.

5.6Resignation.  An officer may resign at any time by giving written notice of resignation to the board of directors, the president, vice president or secretary. Any such resignation shall be effective immediately unless a certain date is specified for it to take effect, in which event it shall be effective upon such date. Acceptance of any such resignation shall not be necessary to make it effective.

5.7Chairman of the Board.  The chairman of the board, if one be elected, shall preside at all meetings of the board of directors and shall have such other powers and duties as may from time to time be prescribed by the board of directors, upon written directions given to him pursuant to resolutions duly adopted by the board of directors.

5.8President.  Unless the board of directors determines otherwise, the president shall be the chief executive officer of the company, shall have general and active management of the

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business of the company and shall see that all orders and resolutions of the board of directors are carried into effect. He shall preside at all meetings of the stockholders. In the event the chief executive officer is other than the president, the president shall be the chief operating officer of the company.

5.9Vice President.  The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties, have the authority, exercise the powers and be subject to the restrictions of the president. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.

5.10Secretary.  The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all proceedings of the meetings of the board of directors and of the stockholders in a minute book to be kept for that purpose and shall perform like duties for any committees thereof when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the company’s seal, if any, and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the company, if any, and to attest the affixing by his signature.

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5.11Assistant Secretaries.  The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties, exercise the powers and be subject to the restrictions of the secretary. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.

5.12Treasurer.  The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the company, and shall deposit all moneys and other valuable effects in the name and to the credit of the company in such depositories as may be designated by the board of directors. The treasurer shall disburse funds of the company as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the president or board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the company. If required by the board of directors, the treasurer shall give the company a bond of such type, character and amount as the board of directors may require.

5.13Assistant Treasurers.  The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the chief

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financial officer and treasurer, perform the duties, exercise the powers and be subject to the restrictions of the treasurer. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or the president may from time to time delegate.

ARTICLE VI

CERTIFICATES AND STOCKHOLDERS

6.1Issuance and Payment of Shares.  The consideration paid for the issuance of shares shall consist of money paid, labor done or property actually received. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid. When such consideration shall have been paid to the company or to a company of which all the outstanding shares of each class are owned by the company, the shares shall be deemed to have been issued and the subscriber or stockholders entitled to receive such issue shall be a stockholder with respect to such shares, and the shares shall be considered fully paid and non-assessable.

6.2Certificates Representing Shares.  The shares of the company shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the company, and may be sealed with the seal of the company or a facsimile thereof.

6.3Signatures.  The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is counter-signed by a transfer agent, or registered by a registrar, other than the company itself or an employee of the company. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the company with the same effect as if he were such officer at the date of its issue.

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6.4Transfer Agents and Registrars.  The board of directors may appoint one or more transfer agents and/or one or more registrars, and may require all certificates of stock to bear the signatures of any such transfer agent or registrar.

6.5Transfer of Shares.  Upon surrender to the company by any transfer agent or any registrar of the company of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto. The old certificate shall be cancelled and the transaction recorded upon the books of the company.

6.6Lost Certificates.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the company alleged to have been lost, stolen or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems necessary and may require such indemnities or bond as it deems adequate to protect the company from any claim that may be made against it with respect to any such certificate alleged to have been lost, stolen or destroyed.

6.7Registered Stockholders.  The company shall be entitled to recognize the exclusive right of a person or entity registered on its books as the owner of shares to receive dividends, to vote as such owner and to hold liable for calls and assessments, and it shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the law.

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6.8Denial of Preemptive Rights. No holder of securities of the company shall be entitled as a matter of right, preemptive or otherwise, to subscribe for or purchase any securities of the company now or hereafter authorized to be issued, or securities held in the treasury of the company, whether issued or sold for cash or other consideration or as a dividend or otherwise. Any such securities may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

6.9Restrictions on Transfer. Provided the requirements of the General Corporation Law of Nevada are met, the company may enter into stock purchase agreements or other agreements containing restrictions on the transfer of shares with any stockholder or stockholders as from time to time may seem appropriate.

ARTICLE VII

INDEMNIFICATION

7.1The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to

17

believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

7.2The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the company unless and only to the extent that the Nevada Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3To the extent that a director, officer, employee or agent of the company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in

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Sections 7.1 and 7.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

7.4Any indemnification under Sections 7.1 and 7.2 (unless ordered by a court) shall be made by the company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 7.1 and 7.2. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Notwithstanding the foregoing, a director, officer, employee or agent of the company shall be able to contest any determination that the director, officer, employee or agent has not met the applicable standard of conduct set forth in Sections 7.1 and 7.2 by petitioning a court of appropriate jurisdiction.

7.5Expenses incurred in defending or settling a civil or criminal action, suit or proceeding by a director, officer, employee or agent who may be entitled to indemnification pursuant to Sections 7.1 and 7.2 of this Section VII shall be paid by the company in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company as authorized in this Section VII.

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7.6The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Section VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

7.7The company shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the company would have the power to indemnify him against such liability under the provisions of this Section VII.

7.8For purposes of this Section VII, references to “the company” shall include, in addition to the company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section VII with respect to the company as he would have with respect to such constituent corporation if its separate existence had continued.

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7.9For purposes of this Section VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the company” shall include any service as a director, officer, employee or agent of the company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the company” as referred to in this Section VII.

7.10The indemnification and advancement of expenses provided by, or granted pursuant to, this Section VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII

INTEREST OF DIRECTORS, OFFICERS AND STOCKHOLDERS

The company may enter into contracts or transact business with one or more of its directors, officers, stockholders or employees, or with any entity in which any of its directors, officers, stockholders or employees are directors, officers, stockholders or employees, or are otherwise interested. No such contract or other transaction shall be void or voidable or otherwise affected by reason of such directorship, office, ownership, employment or interest, notwithstanding that the vote of any such director or directors shall have been necessary to authorize, approve, ratify or otherwise obligate the company upon such contract or transaction;

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provided, however, that any such directorship office, ownership, employment or interest shall be fully disclosed or otherwise known to the board of directors at any meeting of the board of directors which acts upon or in reference to such contract or transaction.

ARTICLE IX

GENERAL PROVISIONS

9.1Dividends. Subject to any provisions of law or the certificate of incorporation, dividends may be declared by the board of directors, in its absolute discretion, at any regular or special meeting, and dividends may be paid in cash, in property or in the company’s own shares.

9.2Reserve Fund. Before payment of any dividend, there may be from time to time set aside out of any funds of the company available for dividends such sum or sums as the board of directors, in its absolute discretion, deems proper as a reserve fund for meeting contingencies, equalizing dividends, repairing or maintaining any property of the company or any other purpose as the board of directors deems conducive to the interest of the company. The board of directors may modify or abolish any such reserve in the manner in which it was created.

9.3Annual Statement. The board of directors shall present at each annual meeting of the stockholders, and at any special meeting of the stockholders when called for by majority vote of the stockholders, a full and clear statement of the business and condition of the company.

9.4Checks. All checks or demands for money and notes of the company shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

9.5Fiscal Year. The fiscal year of the company shall be fixed by resolution of the board of directors.

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9.6Seal. The company shall have a corporate seal, to be in such form as prescribed by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or in any manner reproduced, provided that use of the seal on documents executed on behalf of the company shall not be required.

9.7Books and Records. The company shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders and board of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

9.8Amendment. Unless reserved to the stockholders by the certificate of incorporation, these bylaws may be altered, amended, or repealed or new bylaws adopted by a majority of the full board of directors at any regular or special meeting.

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CERTIFICATE OF SECRETARY

I, Vic De Zen, as Secretary of ROYAL GROUP SALES (USA) LIMITED, a Nevada corporation, hereby certify that the foregoing bylaws were duly approved and adopted as of the date set forth below.

Dated: as of December 16, 1996

/s/ Vic De Zen

Vic De Zen, Secretary

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EX-3.33

Exhibit 3.33

FILED # C20378-00

JUL 28 2000

IN THE OFFICE OF

/s/ Dean Heller

DEAN HELLER SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

RGTL NEVADA LIMITED

The undersigned adopts the following Articles of Incorporation under the provisions of Chapter 78 of the Nevada Revised Statutes.

ARTICLE I

Name

The name of the Corporation is RGTL Nevada Limited.

ARTICLE II

Registered Office and Resident Agent

The address of the Corporation’s registered office is 6100 Neil Road, Suite 500, Reno, Nevada, 89511-1149. The name of the resident agent at this address is Kirk S. Schumacher.

ARTICLE III

Capital

A.  Number and Par Value of Shares.  The Corporation is authorized to issue two thousand five hundred (2,500) shares of capital stock having no par value. All of the shares of stock shall be designated Common Stock, without preference or distinction.

B.  Assessment of Shares.  The capital stock of the Corporation, after the amount of the par value has been paid, is not subject to assessment to pay the debts of the Corporation and no stock issued as fully paid up may ever be assessed, and the Articles of Incorporation cannot be amended in this respect.

C.  Cumulative Voting.  Cumulative voting by any shareholder is denied.

ARTICLE IV

Governing Board

The members of the governing board of the Corporation are designated as Directors. The initial Board of Directors shall consist of one (1) member. The name and post office box or street address, either residence or business, of the sole member of the initial Board of Directors is as follows:

NAME	ADDRESS
Randy Wronsberg	978 East Greg Street
	Sparks, NV 89431

The sole member of the initial Board of Directors will serve as a Director until the first meeting of the shareholders, or until his successor is elected and qualified Thereafter, the number of directors, whether a fixed number of directors or a variable number of directors with a fixed minimum and maximum, and the manner in which the directors may increased or decreased, shall be as provided in the bylaws of the Corporation.

ARTICLE V

Directors’ and Officers’ Liability

A.  Elimination of Liability.  No director or officer of the Corporation will be liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, excepting only (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (b) the payment of dividends in violation of NRS 78.300. In the event that Nevada law is amended to authorize the further elimination or limitation of liability of directors or officers, then this Article V shall also be deemed amended to provide for the elimination or limitation of liability to the fullest extent permitted by Nevada law, as so amended.

B.  Mandatory Indemnification.  The Corporation shall indemnify the officers and directors of the Corporation to the fullest extent permitted by Nevada law as the same exists or may hereafter by amended.

C.  Mandatory Payment of Expenses.  The Corporation shall pay the expenses incurred by a director or officer in defending any civil, criminal, administrative, or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it should be ultimately determined that the director or officer is not entitled to be indemnified by the Corporation as authorized by Nevada law.

D.  Effect of Amendment or Repeal.  Any amendment to or repeal of any of the provisions in this Article V shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.

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ARTICLE VII

Incorporator

The name and post office address of the Incorporator signing these Articles of Incorporation is as follows:

NAME	ADDRESS
Kirk S. Schumacher	6100 Neil Road, Suite 500
	Reno, Nevada 89511-1149

DATED this 28th day of July, 2000.
	/s/ Kirk S. Schumacher
	Kirk S. Schumacher, Incorporator

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FILED # C20378-00	$150
DEC 10 2001	CERTIFICATE OF AMENDMENT OF
	ARTICLES OF INCORPORATION OF
IN THE OFFICE OF	RGTL NEVADA LIMITED
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE

The undersigned, being the President and Secretary of RGTL Nevada Limited, a Nevada corporation, do hereby certify:

1.  That the Board of Directors of RGTL Nevada Limited, by unanimous written consent, adopted a resolution to amend the Articles of Incorporation of RGTL Nevada Limited as follows:

RESOLVED, that Article I is hereby amended to read as follows:

ARTICLE I

Name

The name of the Corporation: is Marley Mouldings Limited

2.  The stockholders of the Corporation consented to and approved the amendment by unanimous written consent in lieu of a meeting.

/s/ Douglas Torrie

Douglas Torrie, President

/s/ Randy Wronzberg

Randy Wronzberg, Secretary

	TA # ($150)
	FILED # C20378-00
CERTIFICATE OF AMENDMENT OF	DEC 09 2002
ARTICLES OF INCORPORATION OF
MARLEY MOULDINGS LIMITED	IN THE OFFICE OF
	/s/ Dean Heller
	DEAN HELLER, SECRETARY OF STATE

The undersigned, being the Secretary of Marley Mouldings Limited, a Nevada corporation (the “Corporation”), does hereby certify:

1.  That the Board of Directors of the Corporation, by unanimous written consent, adopted a resolution to amend the Articles of Incorporation of Marley Mouldings Limited (formerly RGTL Nevada Limited) as follows:

RESOLVED, that Article I is hereby amended to read as follows:

ARTICLE I

Name

The name of the Corporation: is Royal Mouldings Limited

2.  The stockholders of the Corporation consented to and approved the amendment by unanimous written consent in lieu of a meeting.

/s/ Vic De Zen

Vic De Zen, Secretary

DEAN HELLER Certificate of Change of Office Use Only: Secretary of state Resident Agent and/or 202 North Carson street Location of Registered Carson City, Nevada 89701-4201 office (775) 684 5708 General instructions for this form: 1. Please print legibly or type; Black ink Only. 2. Complete all fields. 3. The physical Nevada address of the resident agent must be set forth: PMB’s are not [ILLEGIBLE] 4. Ensure that document is signed in signature fields. 5. Include the filing fee of $30.00. ROYAL MOULDINGS LIMITED 20378-2000 Name of Entity File Number The change below is effective upon the filing of this document with the Secretary of State. Reason for change: (check one) ýChange of Resident Agent ¨ Change of Location of Registered Office The former resident agent and/or location of the registered office was: Resident Agent: KIRK S. SCHUMACHER Street No.: 6100 NEIL ROAD, SUITE 500 City, State, Zip: RENO, NV 89511-1149 The resident agent and/or location of the registered office is changed to: Resident Agent SHAWN G. PEARSON Street No.: 6100 NEIL ROAD, SUITE 500 City, State, Zip: RENO, NV 89511-1149 Optional: CITY STATE ZIP ADDITIONAL MAILING ADDRESS NOTE: For an entity to file this certificate, the signature of one officer is required. The certificate does not need to be notarized. [ILLEGIBLE] Signature/Title Certificate of Acceptance of Appointment by Resident Agent: I hereby accept the appointment as Resident Agent for the above-named business entity. [ILLEGIBLE] 7/8/03 Authorized Signature of Resident Agent or Resident Agent Company Date Shawn G. Pearson

EX-3.34

Exhibit 3.34

TABLE OF CONTENTS

OF THE BYLAWS OF

RGTL NEVADA LIMITED (now known as Royal Mouldings Limited)

ARTICLE 1 Identification		1
Section 1.01.	Name	1
Section 1.02.	Registered Office and Resident Agent	1
Section 1.03.	Other Offices	1
Section 1.04.	Fiscal Year	1
ARTICLE 2 Capital Stock		1
Section 2.01.	Consideration for Shares	1
Section 2.02.	Certificates Representing Shares	1
Section 2.03.	Transfer of Stock	1
Section 2.04.	Regulations	2
ARTICLE 3 The Shareholders		2
Section 3.01.	Place of Shareholder Meetings	2
Section 3.02.	Annual Shareholder Meeting	2
Section 3.03.	Special Shareholder Meetings	2
Section 3.04.	Business at Meetings of Shareholders	2
Section 3.05.	Notice of Shareholder Meetings	3
Section 3.06.	Shareholder Quorum	3
Section 3.07.	Adjourned Shareholder Meetings	4
Section 3.08.	Entry of Notice	4
Section 3.09.	Voting	4
Section 3.10.	Consent of Absentees	4
Section 3.11.	Action Without Meeting	4
Section 3.12.	Proxies	5
Section 3.13.	Definition of	5
ARTICLE 4 The Board of Directors		5
Section 4.01.	Number, Term; Election	5
Section 4.02.	Nominations	5
Section 4.03.	Vacancies	7
Section 4.04.	Annual Meeting	7
Section 4.05.	Regular Meetings	7
Section 4.06.	Other Meetings	8
Section 4.07.	Notice of Adjourned Meetings	8
Section 4.08.	Entry of Notice	8
Section 4.09.	Waiver of Notice	8
Section 4.10.	Quorum	8
Section 4.11.	Participation in Meetings by Telephone	9
Section 4.12.	Adjournment	9
Section 4.13.	Action Without Meeting	9
Section 4.14.	Fees and Compensation	9
Section 4.15.	Limitation of Liability	9

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Section 4.16.	Indemnification; Advancement of Expenses	9
Section 4.17.	Indemnification of Employees and Agents	10
Section 4.18.	Insurance	10
Section 4.19.	Powers of Directors	10
Section 4.20.	Committees	10
Section 4.21.	Audit Committee	11
ARTICLE 5 The Officers		11
Section 5.01.	Officers	11
Section 5.02.	Election	11
Section 5.03.	Subordinate Officers	11
Section 5.04.	Removal and Resignation	11
Section 5.05.	Vacancies	12
Section 5.06.	Chairman of the Board	12
Section 5.07.	Chief Executive Officer	12
Section 5.08.	President	12
Section 5.09.	Executive Vice Presidents	12
Section 5.10.	Secretary	12
Section 5.11.	Assistant Secretaries	13
Section 5.12.	Chief Financial Officer	13
Section 5.13.	Treasurer	14
Section 5.14.	Assistant Treasurers	14
Section 5.15.	Corporate Bank Accounts	14
Section 5.16.	Transfers of Authority	14
ARTICLE 6 Miscellaneous		14
Section 6.01.	Record Date and Closing Stock Books	14
Section 6.02.	Stock List	14
Section 6.03.	Checks, Drafts, etc	14
Section 6.04.	Contracts, etc., How Executed	15
Section 6.05.	Lost Certificates of Stock	15
Section 6.06.	Representation of Bylaws	15
Section 6.07.	Inspection of Bylaws	15
ARTICLE 7 Amendments		16
Section 7.01.	Power of Shareholders	16
Section 7.02.	Power of Directors	16

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BYLAWS

OF

RGTL NEVADA LIMITED

ARTICLE 1

Identification

Section 1.01. Name. The name of the Corporation is RGTL Nevada Limited.

Section 1.02. Registered Office and Resident Agent. The address of the registered office of the Corporation is 6100 Neil Road, Suite 500, Reno, Nevada, 89511-1149. The name of the resident agent at such address is Kirk S. Schumacher.

Section 1.03. Other Offices. The principal business office of the Corporation shall be established by the Board of Directors and branch or subordinate offices may be established by the Board of Directors.

Section 1.04. Fiscal Year. The fiscal year of the Corporation will be determined by resolution of the Board of Directors.

ARTICLE 2

Capital Stock

Section 2.01. Consideration for Shares. The capital stock may be issued for such consideration, expressed in dollars, as shall be fixed from time to time by the Board of Directors. Treasury shares may be disposed of by the Corporation for such consideration expressed in dollars as may be fixed from time to time by the Board of Directors.

Section 2.02. Certificates Representing Shares. Each holder of the capital stock of the Corporation is entitled to a certificate in such form as may be required by applicable law signed by the Chairman of the Board, Chief Executive Officer, Chief Operating Officer or a Vice President, and the Secretary (or an Assistant Secretary), certifying the number of shares owned by the shareholder in the Corporation.

In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any certificate or certificates shall cease to be an officer or officers of the Corporation, whether because of death, resignation or otherwise, before the certificate or certificates shall have been delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation.

Section 2.03. Transfer of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept in an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation.

Section 2.04. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 3

The Shareholders

Section 3.01. Place of Shareholder Meetings. Meetings of the shareholders of the Corporation shall be held at the principal executive offices of the Corporation, or at such other place as may be designated by the Chairman of the Board, Chief Executive Office or the Board of Directors.

Section 3.02. Annual Shareholder Meeting. The annual meeting of the shareholders shall be held on such date and at such time as the Board of Directors shall fix for the purposes of electing directors and transacting such other business as may properly be brought before the meeting.

Section 3.03. Special Shareholder Meetings. Subject to any restrictions or limitations expressed in the Articles of Incorporation, special shareholders’ meetings may be called by the Board of Directors, and shall be held on such date and at such time as shall be fixed by resolution. Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote at such meeting not less then ten (10) day nor more than sixty (60) days before such meeting, unless a greater period of notice is required by statute.

Section 3.04. Business at Meetings of Shareholders. Except as otherwise provided by law (including but not limited to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, or any successor provision thereto) or in these Bylaws, the business which shall be conducted at any meeting of the shareholders shall (a) have been specified in the written notice of the meeting (or any supplement thereto) given by the Corporation, (b) be brought before the meeting at the direction of the Board of Directors or the presiding officer of the meeting, or (c) have been specified in a written notice given to the Secretary of the Corporation by or on behalf of any shareholder who shall have been a shareholder of record on the record date for such meeting and who shall continue to be entitled to vote thereat (the “Shareholders Notice”), in accordance with all of the following requirements:

(1) Each Shareholder Notice must be delivered to, or mailed and received at, the principal executive offices of the corporation:

(i) in the case of an annual meeting that is called for a date that is within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting of shareholders, not less than sixty (60) days nor more than ninety (90) days prior to such anniversary date; and

(ii) in the case of an annual meeting that is called for a date that is not within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting, not later than the close of business

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on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first; and

(2) Each such Shareholder Notice must set forth each of the following:

(a) the name and address of the shareholder who intends to bring the business before the meeting;

(b) the general nature of the business which he or she seeks to bring before the meeting; and

(c) a representation that the shareholder is a holder of record of the stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring the business specified in the notice before the meeting.

The presiding officer of the meeting may, in his or her sole discretion, refuse to acknowledge any business proposed by a shareholder not made in compliance with the foregoing procedure.

Section 3.05. Notice of Shareholder Meetings. Written notice stating the place, day and hour of a shareholders’ meeting must be delivered not less than ten (10) days, nor more than sixty (60) days before the date of the meeting, either personally, or by mail, or by other means of written communication, charges prepaid, by or at the direction of the Chairman of the Board, Chief Executive Officer, Chief Operating Officer, President, Secretary, or the officer or persons calling the meeting, to each registered shareholder entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the stock transfer books of the Corporation, with postage prepaid. If a shareholder gives no address, notice shall be deemed to have been given to the shareholder if sent by mail or other written communication addressed to the place where the Corporation’s registered office is located, or if published at least once in some newspaper of general circulation in the county in which the Corporation’s registered office is located. Waiver by a shareholder in writing of notice of a meeting, is equivalent to giving notice. Attendance by a shareholder, without objection to the notice, whether in person or by proxy, at a meeting is a waiver of notice of the meeting.

Section 3.06. Shareholder Quorum. A majority of the shares entitled to vote on any matter, represented in person or by proxy, is a quorum at a shareholders’ meeting, unless or except to the extent that the presence of a larger number may be required by law. Where separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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Section 3.07. Adjourned Shareholder Meetings. Any shareholders’ meeting, whether annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy, but in the absence of a quorum no other business may be transacted at any shareholders’ meeting.

When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. As to any adjournment of less than thirty (30) days, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted, other than by announcement at the meeting at which the adjournment is taken.

Section 3.08. Entry of Notice. An entry in the minutes of any meeting of shareholders, whether annual or special, to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of the meeting was given to all shareholders as required by law and these Bylaws.

Section 3.09. Voting. Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock registry of the Corporation on the day prior to any shareholders’ meeting, or, if a record date for voting purposes is fixed as provided in Article 6, Section 6.01, of these Bylaws, then on that record date, shall be entitled to vote at the meeting. Voting shall be by ballots, each of which shall state the name of the shareholder or the shareholder’s proxy voting the shares and such other information as may be required under the procedure established for the meeting; provided, that, voting for the election of directors may be viva voce. The Corporation may, and to the extent required by law shall, in advance of any meeting of shareholders, appoint one or more inspectors to act at the meeting and make written report thereof. Each vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Except as otherwise provided by law or by an express provision in the Articles of Incorporation, or of any Certificate of Designation for a series of Preferred Stock, each full share is entitled to one vote and, when a quorum is present at the commencement of any shareholders’ meeting, a matter is approved if the votes cast, in person or by proxy, favoring the action exceed the votes cast against the action. Fractional shares shall not be entitled to any voting rights whatsoever.

Section 3.10. Consent of Absentees. The transactions of any shareholders’ meeting, either annual or special and however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof, all such waivers, consents or approvals shall be filed with the Secretary or be made a part of the minutes of the meeting.

Section 3.11. Action Without Meeting. Subject to any restrictions or limitations expressed in the Articles of Incorporation, any action which, under applicable provisions of law, may be taken

4

or ratified at a meeting of the shareholders, may be taken or ratified without a meeting if authorized in writing by shareholders holding all of the voting power. In no instance where action is taken by such unanimous written consent need a meeting of the shareholders be called or noticed. The Board of Directors may fix a record date to determine the shareholders entitled to sign the written consent. If no record date has been fixed by the Board of Directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Private Corporation Law, shall be the earliest date that a shareholder signed the written consent. All written consents shall be filed with the minutes of the proceeding of the shareholders.

[Restrict Consent Action]

Section 3.12. Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by the person or by the person’s duly authorized agent and filed with the Secretary of the Corporation; provided, that no proxy shall be valid after the expiration of six (6) months from the date of its execution unless the person executing it specified therein the length of time for which the proxy is to continue in force, which in no event shall exceed seven (7) years from the date of its execution.

Section 3.13. Definition of “Shareholder”. As used in these Bylaws, the term “shareholder”, and any term of like import, shall include all persons entitled to vote the shares held by a shareholder, unless the context in which the term is used indicates that a different meaning is intended.

ARTICLE 4

The Board of Directors

Section 4.01. Number; Term; Election. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) but the number shall be not less than one (1) nor more than ten (10).

In the case of any vacancy on the Board of Directors, including a vacancy created by an increase in the number of directors, the vacancy shall be filled by election of the Board of Directors with the director so elected to serve for the remainder of the term of the director being replaced or, in the case of an additional director, until the next annual meeting of the shareholders. All directors shall continue in office until the election and qualification of their respective successors in office. No decrease in the number of directors shall have the effect of shortening the terms of any incumbent director. Election of directors need not be by written ballot.

Section 4.02. Nominations. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the board of directors at the annual meeting, by or at the direction of the Board of Directors, may

5

be made by any Nominating Committee or person appointed by the Board of Directors; nominations may also be made by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 4. Such nomination, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive office of the Corporation addressed to the attention of the Secretary of the Corporation not less than thirty-five (35) days prior to the meeting or the date the shareholders are first solicited for their consents as the case may be; provided, however, that, in the case of an annual meeting and in the event that less than fifty (50) days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received no later than the earlier of (a) the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs, or (b) two (2) days prior to the date of the meeting.

Such shareholder’s notice to the Secretary shall set forth

(a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, each of the following:

(i) the name, age, business address and residence address of the person;

(ii) the principal occupation or employment of the person;

(iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person;

(iv) a statement as to the person’s citizenship; and

(v) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Securities Exchange Action of 1934, as amended, and the rules and regulations promulgated thereunder; and

(b) as to the shareholder giving the notice, each of the following:

(i) the name and record address of the shareholder giving the notice;

(ii) the name and record address of the shareholder; and

(iii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder.

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The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein.

In connection with any annual meeting, the Chairman of the Board or the Chief Executive Officer or such officer presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and that the defective nomination shall be disregarded.

Section 4.03. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors was present, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting, or if a vacancy is declared by the Board of Directors for any reason permitted by law.

The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Board of Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board of Directors shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director’s term of office.

Section 4.04. Annual Meeting. Immediately after the annual meeting of the shareholders, at the same place as the meeting of the shareholders or such other place as may be provided in a notice thereof, the Board of Directors shall meet each year for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary unless the meeting is to be held at a place other than the place of the meeting of the shareholders, in which case notice of the place of the meeting shall be given as provided in Section 4.06.

Section 4.05. Regular Meetings. Regular meetings of the Board of Directors shall be held at the times and places within or without the State of Nevada as may be designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. No notice of any kind to members of the Board of Directors for these regular meetings shall be necessary unless the meeting is to be held at a place other than the principal executive office of the Corporation, in which case notice of the place of the meeting shall be given as provided in

7

Section 4.06.

Section 4.06. Other Meetings. Other meetings of the Board of Directors for any purpose or purposes may be held at any time upon call by the Chairman of the Board, Chief Executive Officer, Chief Operating Officer, President or, if any of the above listed officers is absent or unable or refuses to act, by any Vice President or by any two (2) Directors. The other meetings may be held at any place within or without the State of Nevada as may be designated from time to time by resolution of the Board of Directors or by written consent of all Directors.

Written notice of the time and place of other meetings shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charged prepaid, addressed to the Director at the Director’s address as it is shown upon the records of the Corporation or, if it is not so shown on the Corporation’s records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case the notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal executive office of the Corporation is located at least twenty-four (24) hours prior to the time of the holding of the meeting. In case the notice is delivered personally as above provided, it shall be so delivered at least eight (8) hours prior to the time of the holding of the meeting. The mailing, telegraphing or delivery as above provided shall constitute due, legal and personal notice to the Director.

Section 4.07. Notice of Adjourned Meetings. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

Section 4.08. Entry of Notice. An entry in the minutes of any special meeting of the Board of Directors to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of the special meeting was given to all Directors as required by law and by these Bylaws.

Section 4.09. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.10. Quorum. A majority of the established number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number or different vote be required by the Articles of Incorporation, these Bylaws or applicable law.

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Section 4.11. Participation in Meetings by Telephone. Members of the Board of Directors, or of any committee thereof, may participate in any meeting of the Board of Directors or committee by means of telephone conference or similar communications by which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 4.12. Adjournment. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors’ meeting either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.

Section4.13. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors under the Articles of Incorporation, these Bylaws, or under applicable law, may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent, in writing, before or after the action, to the action. Any action by written consent shall have the same force and effect as a unanimous vote of all Directors. All written consents must be filed with the Secretary.

Section 4.14. Fees and Compensation. Directors shall not receive any stated salary for their services as Directors or as members of committees, but, by resolution of the Board of Directors, a fixed fee, with or without expenses of attendance, may be allowed to Directors for the Director’s services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.

Section 4.15. Limitation of Liability. To the fullest extent permitted by law, a director shall have no personal liability to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Section 4.15 shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. In the event that the Nevada Private Corporation Law is amended, after the filing of the Articles of Incorporation, to authorize corporate action further eliminated or limiting the personal liability of an officer or director, then the liability of an officer or director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Private Corporation Law, as so amended.

Section 4.16. Indemnification; Advancement of Expenses. The Corporation shall indemnify the officers and directors of the Corporation to the fullest extent permitted by the Nevada Private Corporation Law as the same exists or may hereafter by amended.

The Corporation shall pay the expenses incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer or director to repay such amount if it should by ultimately determined that he/she is not entitled to be indemnified by the Corporation as authorized by Nevada Private Corporation Law.

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All rights to indemnification and to the advancement of expenses granted herein shall be deemed to arise out of a contract between the Corporation and each person who is entitled to indemnification from the Corporation and this right may be evidenced by a separate contract between the Corporation and each indemnified person; and such rights shall be effective in respect of all actions commenced after the date of the commencement of the corporate existence of the Corporation, whether arising from acts or omissions occurring before or after such date.

Any amendment, modification or repeal of any of the provisions in this Section 4.16 shall not adversely affect any right or protection of an officer or director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.

Section 4.17. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent permitted by the provisions of Section 4.16 of these Bylaws, the Articles of Incorporation and Nevada Private Corporations Law.

Section 4.18. Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is entitled to be indemnified against any liability asserted or expense incurred by such person in connection with any action, whether or not the Corporation would have the power to indemnify such person against such liability or expense by law or under the Articles of Incorporation or these Bylaws. Such other financial arrangements may include, without limitation, the creation of a trust fund, the establishment of a program of self-insurance, the grant of a security interest or other lien on any assets of the Corporation, or the establishment of a letter or credit, guaranty or surety, all to the extent not prohibited by applicable law. The Corporation’s indemnity of any person who is entitled to indemnification shall be reduced by any amounts such person may collect with respect to such liability (i) under any policy of insurance purchased and maintained on his or her behalf by the Corporation or (ii) from any other entity or enterprise served by such person.

Section 4.19. Powers of Directors. The Board of Directors may, except as otherwise provided or required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 4.20. Committees. The Board of Directors, by resolution passed by a majority of the whole Board, may from time to time designate committees of the Board of Directors, including, without limitation, Executive, Nomination, Audit and Compensation Committees with such lawfully delegable powers and duties as the Board of Directors may confer, to serve at the pleasure of the Board of Directors and shall, for those committees and any other provided herein, elect one or more directors to serve on such committees. Except as otherwise provided in these Bylaws or by resolution of the Board of Directors, each committee may fix its own rules of procedure and shall hold its meetings as provided by such rules.

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Section 4.21. Audit Committee. The Board of Directors shall, by resolution passed by a majority of the whole Board, create an Audit Committee. The majority of the members of the Audit Committee shall be independent directors. The Audit Committee shall conduct appropriate reviews of all related party transaction, review situations and transactions that may pose a potential or actual conflicts of interest and perform such other responsibilities as the Board of Directors may direct by resolution.

ARTICLE 5

The Officers

Section 5.01. Officers. The officers of the Corporation shall be a chairman of the board, chief executive officer, president, chief operating officer, chief financial officer, president, treasurer and secretary. The Corporation may also have, at the discretion of the Board of Directors, one or more executive vice presidents and vice presidents, one or more assistant treasurers, one or more assistance secretaries, and such other officers as may be designated from time to time by the Board of Directors. Any number of offices may be held by the same person. The officers shall be elected by the Board of Directors and shall hold office at the pleasure of such board, subject to any powers of removal set forth as set forth in Section 5.04. Officers, other than the Chairman of the Board, need not be Directors.

Section 5.02. Election. The officers of the Corporation, except those officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be elected annually by the Board of Directors, and each shall hold office until the officer shall resign or shall be removed or otherwise disqualified to serve, or the officer’s successor shall be elected and qualified; provided that officers may be elected at any time by the Board of Directors, or, as permitted by Section 5.03 of this Article, appointed by the Chairman of the Board, for the purpose of initially filling an office or filling a newly created or vacant office.

Section 5.03. Subordinate Officers. The Board of Directors may elect, and may empower the Chairman of the Board or Chief Executive Officer to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for the term, have the authority and perform the duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 5.04. Removal and Resignation. Any officer may, subject to any contractual arrangements between the officer and the Corporation, be removed, either with or without cause, by a majority of the Directors in office at the time, at any regular or special meeting of the Board of Directors, or, unless otherwise specified by the Board of Directors, by the Chairman of the Board or any other officer upon whom a general or special power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, Chief Executive Officer, Chief Operating Officer, President, or to the Secretary of the Corporation. Any resignation shall take effect at the date of the receipt of the notice

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or at any later time specified therein, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 5.06. Chairman of the Board. The Chairman of the Board, if there be such officer, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is not a Chief Executive Officer, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.07 of Article 5 of these Bylaws.

Section 5.07. Chief Executive Officer. Subject to the control of the Board of Directors and the Chairman of the Board, the Chief Executive Officer shall have the general supervision, direction and control of the business and officers of the Corporation. In the absence of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the Board of Directors and the shareholders. Except as expressly stated otherwise in these bylaws, the Chief Executive Officer shall be ex officio a member of all standing committees of the Board of Directors, including the Executive Committee, if any. The Chief Executive Officer shall have all the powers and shall perform all of the duties which are ordinarily inherent in the office of Chief Executive Officer of a corporation, and he or she shall have such further powers and shall perform such further duties as may be prescribed for him or her by the Board of Directors.

Section 5.08. President. In the absence or disability of the Chief Executive Officer, or if there be none, the President shall perform all of the duties of the Chief Executive Officer, and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Chief Executive Officer. The President shall also be the Chief Operating Officer with such duties as the Board of Directors may from time to time prescribe. The President shall have such other duties as from time to time may be prescribed for him or her by the Board of Directors.

Section 5.09. Executive Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Executive Vice President or Vice President designated by the Board of Directors, the President or the officer, if any, senior to the President, shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Executive Vice Presidents or Vice Presidents shall have such other powers and perform such other duties as may be prescribed for them respectively by the Board of Directors, the President, the officer, if any, senior the President or these Bylaws.

Section 5.10. Secretary. The Secretary shall keep or cause to be kept, at the registered office, the principal business office or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and shareholders, with the time and place of holding, whether

12

regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof. The Secretary shall be responsible for authenticating records of the Corporation.

The Secretary shall keep or cause to be kept, in any form permitted by law, at the registered office, the principal business office or at the office of the Corporation’s transfer agent, a stock register, or a duplicate stock register, revised at least annually, showing the names of the shareholders and their residence addresses and the number and classes of shares held by each shareholder. If the share register or a duplicate share register is located at a place other than the registered office of the Corporation, the Secretary shall file a certificate with the resident agent located at the registered office setting out the name of the custodian of the stock ledger or a duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.

The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors and written consents in lieu thereof required by these Bylaws or by law to be given, and shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or these Bylaws.

After fixing a record date for a meeting, the Secretary shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders meeting, which is arranged by voting group and class, and shows the address and number of shares held by each shareholder. The list must be available for inspection by any shareholder, for any purpose germane to the meeting, beginning ten (10) business days before the meeting and continue to be available throughout the meeting at the place indicated in the meeting notice in the city where the meeting will be held.

Section 5.11. Assistant Secretaries. It shall be the duty of the Assistant Secretaries to assist the Secretary in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors.

Section 5.12. Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Corporation. He or she shall receive and deposit all moneys and other valuable belonging to the Corporation in the name and to the credit of the Corporation and shall disburse the same and only in such manner as the Board of Directors or the appropriate officer of the Corporation may from time to time determine, shall render to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, and the Chief Operating Officer, whenever any of them may request it, an account of all his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall perform such further duties as the Board of Directors or the Chairman of the Board may require.

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Section 5.13. Treasurer. The Treasurer shall have such duties as may be specified by the Chief Financial Officer to assist the Chief Financial Officer in the performance of his or her duties.

Section 5.14. Assistant Treasurers. It shall be the duty of the Assistant Treasurers to assist the Treasurer in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors.

Section 5.15. Corporate Bank Accounts. Bank accounts in the name of the Corporation may be opened without the approval of the Board of Directors if opened with the consent of both the Chief Executive Officer and the Chief Financial Officer. The Chief Financial Officer shall inform the Board of Directors of any bank account opened by the Chief Executive Officer and Chief Financial Officer pursuant to the authority granted in this section at the next meeting of the Board of Directors.

Section 5.16. Transfers of Authority. In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may consider sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any Director or employee of the Corporation, provided a majority of the Board of Directors concurs.

ARTICLE 6

Miscellaneous

Section 6.01. Record Date and Closing Stock Books. The Board of Directors may fix a time in the future, as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares. The record date so fixed shall not be more than sixty (60) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record on that date shall be entitled to notice of and to vote at the meeting, or to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of any the sixty (60) day period.

Section 6.02. Stock List. A complete list of all shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each such shareholder and the number of shares registered in his or her name, shall be open to the examination of any such shareholder, for any purpose germane to the meeting, during ordinary business hours for period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

Section 6.03. Checks, Drafts, etc. All checks, drafts, bonds, bills of exchange, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or

14

payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 6.04. Contracts, etc., How Executed. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument or document in the name of and on behalf of the Corporation, and the authority may be general or confined to specific instances. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts, promissory notes and other evidences of indebtedness, deeds of trust, mortgages and corporate instruments or documents requiring the corporate seal, and certificates for shares of stock owned by the Corporation shall be executed, signed or endorsed by the President (or any Vice President) and by the Secretary (or any Assistant Secretary) or the Treasurer (or any Assistant Treasurer). The Board of Directors may, however, authorize any one (1) of these officers to sign any of such instruments, for and on behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures for any of such persons. No officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount except as specifically authorized in these Bylaws or by the Board of Directors in accordance with these Bylaws.

Section 6.05. Lost Certificates of Stock. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, or stolen, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing the issue of a new certificate or certificates, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of the lost or destroyed certificate or certificates, or the shareholder’s legal representative, to advertise the same in any manner as it shall require or give the Corporation a bond in any sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed, or both.

Section 6.06. Representation of Shares. The Chairman of the Board, Chief Executive Officer, Chief Operating Officer or the President (or any Vice President) and the Secretary (or any Assistant Secretary) of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of this Corporation. The authority herein granted to these officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other Corporation or Corporations may be exercised either by these officers in person or by any persons authorized so to do by proxy or power of attorney duly executed by these officers.

Section 6.07. Inspection of Bylaws. The Corporation shall keep in its registered office for the transaction of business the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all

15

reasonable times during office hours.

ARTICLE 7

Amendments

Section 7.01. Power of Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written assent of shareholders entitled to exercise a majority of the voting power of the Corporation, unless a greater number is required by law, by the Articles of Incorporation or by these Bylaws.

Section 7.02. Power of Directors. Subject to the right of shareholders as provided in Section 7.01 of this Article 7 to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors.

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EX-3.35

Exhibit 3.35

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/29/1995

950145906 - 2506013

CERTIFICATE OF INCORPORATION

OF

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

A. STOCK CORPORATION

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation (the “Corporation”) is Royal Plastics Group (U.S.A.) Limited.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: Section 1. Authorized Stock. The total number of shares which the Corporation shall have authority to issue is 5,000 shares, consisting of 4,900 shares of Preferred Stock, without par value (hereinafter called “Preferred Stock”), and 100 shares of Common Stock, without par value (hereinafter called “Common Stock”).

Section 2. Preferred Stock. Shares of Preferred Stock of any class or of any series of any class may be issued from time to time.

The Board of Directors of the Corporation hereby is authorized, within the limitations and restrictions stated in this Article Fourth, to fix by resolution or resolutions the designation of each class of Preferred Stock or series thereof and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the General Corporation Law of the State of Delaware.

Section 3. Common Stock. The Common Stock shall be subject to all of the preferences and rights of the Preferred Stock and any class or series thereof that may be fixed by a

resolution or resolutions of the Board of Directors pursuant to this Article Fourth, and shall have the following terms:

(a) Voting Rights. The holders of Common Stock shall be entitled to one vote for each share of Common Stock held by them on all matters to be voted on by the stockholders of the Corporation.

(b) Dividends. The holders of Common Stock shall be entitled to receive dividends as and when declared by the Board of Directors out of any funds legally available for payment of such dividends.

(c) Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation legally available for distribution.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

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EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH: The name and mailing address of the incorporator is Rebecca L. Foley, 77 West Wacker, Suite 3400, Chicago, Illinois 60601-1692.

ELEVENTH: The name and mailing address of the persons who are to serve as the directors of the Corporation until the first annual meeting of stockholders or until their respective successors are elected and qualified are as follows:

NAME	MAILING ADDRESS
Vittorio De Zen	4945 Steeles Avenue West
	Weston, Ontario
	CANADA M9L1R4
Sergio De Zen	4945 Steeles Avenue West
	Weston, Ontario
	CANADA M9L1R4

IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 28th day of June 1995.

/s/ Rebecca L. Foley

Rebecca L. Foley

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/31/1996

960030111 - 2506013

CERTIFICATE OF DESIGNATIONS

OF

SERIES A PREFERRED STOCK

OF

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

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

Royal Plastics Group (U.S.A.) Limited (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST: The Certificate of incorporation of the Corporation authorizes the issuance of up to 4,900 shares of Preferred Stock, without par value (the “Preferred Stock”), and further authorizes the Board of Directors of the Corporation, by resolution or resolutions, to fix (i) the designation of each class or series of the Preferred Stock, and (ii) the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation, provisions concerning voting, redemption, dividends, dissolution and distribution of assets, conversion or exchange.

SECOND: On January 30, 1996, the Board of Directors of the Corporation adopted the following resolutions authorizing the creation and issuance of Preferred Stock to be known as Series A Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, the powers, preferences, and rights, and qualifications, limitations or restrictions of the series, consisting of 130 shares, without par value, of the corporation’s Preferred Stock are as set forth in

the Corporation’s Certificate of Incorporation and in the certificate of designations to be filed with the Secretary of State of the State of Delaware with respect to such series of Preferred Stock (the “Certificate of Designations”) as follows:

1. Designation and Amount. The shares of such series of Preferred Stock shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”), and the number of shares constituting such series shall be 130. The initial liquidation preference of the Series A Preferred Stock shall be $100,000 per share (the “Liquidation Value”).

2. Rank. The Series A Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank: (i) senior to both the Corporation’s Common Stock, without par value (“Common Stock”), and to all classes and series of stock of the Corporation now or hereafter authorized, issued or outstanding which by their terms expressly provide that they are junior to the Series A Preferred Stock, or which do not specify their rank as to, distributions upon the liquidation, winding up and dissolution of the Corporation (collectively with the Common Stock, the “Junior Securities”); (ii) on a parity with each other class of capital stock or series of Preferred Stock issued by the Corporation after the date hereof the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock as to distributions upon the liquidation, winding up and dissolution of the Corporation (collectively referred to as “Parity Securities”), provided, however, that any such Parity Securities that were not approved by the holder of Series A Preferred Stock in accordance with Section 7(b) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to each other class of capital stock or other series of preferred stock issued by the Corporation after the date hereof the terms of which have been approved by the holders of the Series A Preferred Stock in accordance with Section 7(b) hereof and which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to distributions upon the liquidation, winding up and dissolution of the Corporation (collectively referred to as “Senior Securities”).

3. Dividends. (a) The holders of shares of the Series A Preferred Stock shall be entitled to receive, out of funds legally available therefor, only such dividends, if any, as may be declared by the Corporation’s Board of Directors.

(b) (i) So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, without the prior consent of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, declare,

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pay or set apart for payment any dividend or make any distribution or payment on Junior Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or retirement of, any Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any Junior Securities, whether directly or indirectly, and whether in cash, obligations or shares of the Corporation or other property (other than dividends or distributions payable in additional shares of Junior Securities to holders of Junior Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Company to purchase or redeem any Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any Junior Securities, and thereafter, neither the Corporation nor any Corporation or other entity directly or indirectly controlled by the Corporation shall make any such declaration, payment, setting apart for payment, purchase, redemption, retirement or distribution, if, (i) any discretionary dividend on the Series A Preferred Stock has been declared by the Board of Directors but has not yet been paid or set aside for payment, or (ii) immediately after giving effect to such payment, the Corporation would have insufficient funds to redeem the Series A Preferred Stock as provided herein.

(ii) So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, without the prior consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, declare, pay or set apart for payment any dividend or make any distribution or payment on any Junior Securities or Parity Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or retirement of, Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any Parity Securities, whether directly or indirectly, and whether in cash, obligations or shares of the Corporation or other property (other than dividends or distributions payable in additional shares of Parity Securities to holders of Parity Securities), and shall not Permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any Parity Securities, and thereafter, neither the Corporation nor any Corporation or other entity directly or indirectly controlled by the Corporation shall make any such declaration, payment, setting apart for payment, purchase, redemption, retirement or distribution, if, (i) any discretionary dividend on the Series A Preferred Stock has declared by the Board of Directors but has not yet been paid or set aside for payment, or (ii) immediately after giving effect to such payment,

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the Corporation would have insufficient funds to redeem the Series A Preferred Stock as provided herein.

4. Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to 100% of the Liquidation Value for each share of Series A Preferred Stock outstanding, plus an amount in cash equal to all declared but unpaid dividends, if any, thereon to the date of liquidation, dissolution or winding up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. If the liquidation payments payable to the holders of outstanding shares of Series A Preferred Stock are made, the holders of shares of Series A Preferred Stock then outstanding shall not he entitled to any further payment out of the assets of the Corporation remaining after such payment. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and any Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Parity Securities are entitled were paid in full.

(b) For the purposes of this Section 4, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with any one or more other corporations shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

5. Redemption; Required Redemption. (a) The Corporation may, at its option, redeem in whole at any time or in part from time to time (and, if in part, by lot or pro rata from each holder as the Corporation shall elect), in the manner hereinafter provided, shares of Series A Preferred Stock, at a redemption price per share, payable in cash, equal to 100% of the Liquidation Value thereof plus 100% of the sum of declared but unpaid dividends, if any, thereon.

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(b) (i) In the event that the Corporation shall redeem shares of Series A Preferred Stock pursuant to Section 5(a) hereof, notice of such redemption shall be mailed by first-class mail, postage prepaid, not less than 7 days or more than 15 days prior to the redemption date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Corporation; provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceedings for the redemption of any shares so to be redeemed except as to the holder to whom the Corporation has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed and the manner in which such shares were selected for redemption; (iii) the redemption price per share; and (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(ii) Notice by the Corporation having been mailed as provided in Section 5(b)(i) hereof, and provided that on or before the applicable redemption date funds, if any, necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for or entitled to redemption, so as to be and to continue to be available therefor, then, from and after the redemption date (unless the Corporation defaults in the payment of the redemption price, in which case such rights shall continue until the redemption price is paid), said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Series A Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive the applicable redemption price) shall cease. Upon surrender of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice of redemption shall so state), such shares shall be redeemed by the Corporation at the applicable redemption price as aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cast to the holder thereof.

(c) Each holder of Series A Preferred Stock may, upon the giving of not less than 7 days’ written notice to the Corporation, require the Corporation to redeem on any business day specified by such holder all or any portion of the shares of Series A Preferred Stock held by such holder at a price per

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share, payable in cash, equal to 100% of the Liquidation Value of the shares to be purchased and redeemed plus 100% of the sum of declared but unpaid dividends, if any, thereon. Each such notice shall state: (i) the business day upon which the shares of Series A Preferred Stock are to be redeemed; and (ii) the number of shares of Series A Preferred Stock to be redeemed. Upon surrender at the Corporation’s principal executive offices of the certificates for any shares redeemed pursuant to this Section 5(c) (properly endorsed or assigned for transfer) and payment by the Corporation of the redemption price, all rights of the holder of such redeemed shares as a stockholder of the Corporation shall cease. The right of each holder pursuant to this Section 5(c) may be exercised in whole at any time or in part from time to time.

6. Reacquired Shares. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares reacquired by purchase, shall (upon compliance with any applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”)) have the status of authorized, unissued and undesignated shares of Preferred Stock and may be redesignated and reissued as part of any class or series of Preferred Stock other than the Series A Preferred Stock.

7. Voting Rights. In addition to any voting rights provided by the DGCL, the holders of Series A Preferred Stock shall have the following voting rights:

(a) General. Except as required in this Section 7 and as otherwise required by the DGCL, shares of Series A Preferred Stock shall have no voting rights.

(b) Voting Rights on Extraordinary Matters. In addition to any vote or consent of stockholders required by the DGCL, the approval of holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting as a class, shall be required (i) to amend the Certificate of Incorporation of the Corporation to increase the authorized number of shares of Preferred Stock or to authorize the creation or issuance, or the increase in the authorized amount, of any Parity Securities or Senior Securities, or to authorize the creation or issuance of securities convertible into or exchangeable for, or options, warrants or other rights to acquire, any Parity Securities or Senior Securities, (ii) to reclassify any series of Junior Securities to Senior Securities or Parity Securities, (iii) to amend, repeal or change any of the provisions of the Certificate of Incorporation of the Corporation or the provisions of this Certificate of Designation in any manner that would alter or change the powers, preferences or

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special rights of the shares of Series A Preferred Stock so as to affect them adversely, including without limitation changing the voting percentage required for approval by the holders of Series A Preferred stock of the foregoing matters, (iv) otherwise to restrict the rights, preferences or privileges of the Series A Preferred Stock, or (v) to authorize the consolidation or merger of the corporation with or into another Person (whether or not the corporation is the Surviving Person), or the sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of its properties or assets in one or more related transactions to another Person unless: (A) the Corporation is the Surviving Person or the Surviving Person is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Series A Preferred stock is converted into or exchanged for and becomes shares of the Surviving Person (if other than the Corporation), having in respect of the Surviving Person substantially the same powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction and such corporation will have no class of shares either authorized or outstanding ranking prior to or on a parity with the Series A Preferred Stock except the same number of shares ranking prior to or on a parity with the Series A Preferred Stock and having the same rights and preferences as the shares of the Corporation authorized and outstanding immediately preceding any such transaction.

8. Conversion or Exchange. Shares of Series A Preferred Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or series of Preferred Stock or any other class or classes of stock of the Corporation.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf and attested on this 30th day of January, 1996 by duly authorized officers of the Corporation.

ROYAL PLASTICS GROUP (U.S.A.)
LIMITED
By:	/s/ Vittorio De Zen
	Name: Vittorio De Zen
	Title: President

ATTEST:
By:	/s/ Sergio De Zen
	Name: Sergio De Zen
	Title: Treasurer

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UNANIMOUS WRITTEN CONSENT OF THE

BOARD OF DIRECTORS OF

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

The undersigned, being all of the directors of ROYAL PLASTICS GROUP (U.S.A.) LIMITED, a Delaware corporation (the “Corporation”), do hereby consent to the adoption of, and do hereby adopt, the following preambles and resolutions by written consent, without a meeting, pursuant to the authority granted under Section 141 (f) of the General Corporation Law of the State of Delaware:

WHEREAS, the Corporation is considering the purchase of shares of stock of Steelewood Extruding Corporation and, as consideration for such purchase, would issue shares of preferred stock of the Corporation to the seller; and

WHEREAS, the Corporation deems it desirable to create a series of its authorized Preferred Stock to be known as “Series A Preferred Stock” for issuance in connection with such purchase and to file a certificate of designations with the Secretary of State of the State of Delaware in connection therewith;

NOW, THEREFORE, it is hereby:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, the powers, preferences, and rights, and qualifications, limitations or restrictions of the series, consisting of 130 shares, without par value, of the Corporation’s Preferred Stock are as set forth in the Corporation’s Certificate of Incorporation and in the certificate of designations to be filed with the Secretary of State of the State of Delaware with respect to such series of Preferred Stock (the “Certificate of Designations”) as follows:

1.Designation and Amount.  The shares of such series of Preferred Stock shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”), and the number of shares constituting such series shall be 130. The initial liquidation preference of the Series A Preferred stock shall be $100,000 per share (the “Liquidation Value”).

2.Rank.  The Series A Preferred stock shall, with respect to rights on liquidation, winding up and dissolution, rank: (i) senior to both the Corporation’s

Common Stock, without par value (“Common Stock”), and to all classes and series of stock of the Corporation now or hereafter authorized, issued or outstanding which by their terms expressly provide that they are junior to the Series A Preferred Stock, or which do not specify their rank as to, distributions upon the liquidation, winding up and dissolution of the Corporation (collectively with the Common Stock, the “Junior Securities”); (ii) on a parity with each other class of capital stock or series of Preferred Stock issued by the Corporation after the date hereof the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred stock as to distributions upon the liquidation, winding up and dissolution of the Corporation (collectively referred to as “Parity Securities”), provided, however, that any such Parity Securities that were not approved by the holder of Series A Preferred Stock in accordance with Section 7 (b) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to each other class of capital stock or other series of preferred stock Issued by the Corporation after the date hereof the terms of which have been approved by the holders of the Series A Preferred Stock in accordance with Section 7(b) hereof end which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to distributions upon the liquidation, winding up and dissolution of the Corporation (collectively referred to as “Senior Securities”).

3.Dividends.  (a)  The holders of shares of the Series A Preferred Stock shall be entitled to receive, out of funds legally available therefor, only such dividends, if any, as may be declared by the Corporation’s Board of Directors.

(b)(i)  So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, without the prior consent of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, declare, pay or set apart for payment any dividend or make any distribution or payment on Junior Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or retirement of, any Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any Junior Securities, whether directly or indirectly, and whether in cash, obligations or shares of the Corporation or other property (other than dividends or distributions payable in additional shares of Junior Securities to holders of Junior Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Company to purchase or redeem any

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Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any Junior Securities, and thereafter, neither the Corporation nor any corporation or other entity directly or indirectly controlled by the Corporation shall make any such declaration, payment, setting apart for payment, purchase, redemption, retirement or distribution, if, (i) any discretionary dividend on the Series A Preferred Stock has been declared by the Board of Directors but has not yet been paid or set aside for payment, or (ii) immediately after giving effect to such payment, the Corporation would have insufficient funds to redeem the Series A Preferred Stock as provided herein.

(ii)So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, without the prior consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, declare, pay or set apart for payment any dividend or make any distribution or payment on any Junior Securities or Parity Securities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or retirement of, Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any Parity Securities, whether directly or indirectly, and whether in cash, obligations or shares of the Corporation or other property (other than dividends or distributions payable in additional shares of Parity Securities to holders of Parity Securities), and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any Parity Securities, and thereafter, neither the Corporation nor any Corporation or other entity directly or indirectly controlled by the Corporation shall make any such declaration, payment, setting apart for payment, purchase, redemption, retirement or distribution, if, (i) any discretionary dividend on the Series A Preferred Stock has declared by the Board of Directors but has not yet been paid or set aside for Payment, or (ii) immediately after giving effect to such payment, the Corporation would have insufficient funds to redeem the Series A Preferred Stock as provided herein.

4.Liquidation Preference.  (a)  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to 100% of the Liquidation Value for each share of Series A Preferred

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Stock outstanding, plus an amount in cash equal to all declared but unpaid dividends, if any, thereon to the date of liquidation, dissolution or winding up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. If the liquidation payments payable to the holders of outstanding shares of Series A Preferred Stock are made, the holders of shares of Series A Preferred Stock then outstanding shall not be entitled to any further payment out of the assets of the Corporation remaining after such payment. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred stock and any Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Parity Securities are entitled were paid in full.

(b)For the purposes of this Section 4, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with any one or more other corporations shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

5.Redemption; Required Redemption.  (a)  The Corporation may, at its option, redeem in whole at any time or in part from time to time (and, if in part, by lot or pro rata from each holder as the Corporation shall elect), in the manner hereinafter provided, shares of Series A Preferred Stock, at a redemption price per share, payable in cash, equal to 100% of the sum of declared but unpaid dividends, if any, thereon.

(b)(i)   In the event that the Corporation shall redeem shares of Series A preferred Stock pursuant to Section 5(a) hereof, notice of such redemption shall be mailed by first-class mail, postage prepaid, not less than 7 days or more than 15 days prior to the redemption date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Corporation; provided, however, that failure to give such notice or any defect

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therein or in the mailing thereof shall not affect the validity of the proceedings for the redemption of any shares so to be redeemed except as to the holder to whom the Corporation has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed and the manner in which such shares were selected for redemption; (iii) the redemption price per share; and (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(ii)Notice by the corporation having bean mailed as provided in Section 5(b)(i) hereof, and provided that on or before the applicable redemption date funds, if any, necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for or entitled to redemption, so as to be and to continue to be available therefor, then, from and after the redemption date (unless the Corporation defaults in the payment of the redemption price, in which case such rights shall continue until the redemption price is paid), said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Series A Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive the applicable redemption price) shall cease. Upon surrender of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice of redemption shall so state), such shares shall be redeemed by the Corporation at the applicable redemption price as aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.

(c)Each holder of series A Preferred Stock may, upon the giving of not less than 7 days’ written notice to the Corporation, require the corporation to redeem on any business day specified by such holder all or any portion of the shares of Series A Preferred stock held by such holder at a price per share, payable in cash, equal to 100% of the Liquidation Value of the shares to be purchased and redeemed plus 100% of the sum of declared but unpaid dividends, if any, thereon. Each such notice shall state: (i) the business day upon which the shares of series A Preferred Stock are to be

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redeemed; and (ii) the number of shares of Series A Preferred stock to be redeemed. Upon surrender at the Corporation’s principal executive offices of the certificates for any shares redeemed pursuant to this Section 5(c) (properly endorsed or assigned for transfer) and payment by the Corporation of the redemption price, all rights of the holder of such redeemed shares as a stockholder of the corporation shall cease. The right of each holder pursuant to this Section 5(c) may be exercised in whole at any time or in part from time to time.

6.Reacquired Shares.  Shares of Series A Preferred stock that have been issued and reacquired in any manner, including shares reacquired by purchase, shall (upon compliance with any applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”)) have the status of authorized, unissued and undesignated shares of Preferred Stock and may be redesignated and reissued as part of any class or series of Preferred Stock other than the Series A Preferred Stock.

7.Voting Rights.  In addition to any voting rights provided by the DGCL, the holders of Series A Preferred Stock shall have the following voting rights:

(a)General.  Except as required in this Section 7 and as otherwise required by the DGCL, shares of Series A Preferred Stock shall have no voting rights.

(b)Voting Rights On Extraordinary Matters.  In addition to any vote or consent of stockholders required by the DGCL, the approval of holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting as a class, shall be required (i) to amend the Certificate of Incorporation of the Corporation to increase the authorized number of shares of Preferred Stock or to authorize the creation or issuance, or the increase in the authorized amount, of any Parity Securities or Senior Securities, or to authorize the creation or issuance of securities convertible into or exchangeable for, or options, warrants or other rights to acquire, any Parity Securities or Senior Securities, (ii) to reclassify any series of Junior Securities to Senior Securities or Parity Securities, (iii) to amend, repeal or change any of the provisions of the Certificate of Incorporation of the Corporation or the provisions of this Certificate of Designation in any manner that would alter or change the powers, preferences or special rights of the shares of Series A Preferred Stock so as to affect them adversely, including without limitation changing the voting percentage required for approval by the holders of Series

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A Preferred Stock of the foregoing matters, (iv) otherwise to restrict the rights, preference or privileges of the Series A Preferred Stock, or (v) to authorize the consolidation or merger of the Corporation with or into another Person (whether or not the Corporation is the Surviving Person), or the sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of its properties or assets in one or more related transactions to another Person unless: (A) the corporation is the Surviving Person or the Surviving Person is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Series A preferred Stock is converted into or exchanged for and becomes shares of the Surviving Person (if other than the corporation), having in respect of the Surviving Person substantially the same powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereon, that the series A Preferred stock had immediately prior to such transaction and such corporation will have no class of shares either authorized or outstanding ranking prior to or on a parity with the Series A Preferred Stock except the same number of shares ranking prior to or on a parity with the Series A Preferred Stock and having the same rights and preferences as the shares of the Corporation authorized and outstanding immediately preceding any such transaction.

8.Conversion or Exchange.  Shares of Series A Preferred Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or series of Preferred Stock or any other class or classes of stock of the Corporation.

RESOLVED, that the Certificate or Designations, the form of which is attached hereto as Exhibit A, is hereby approved and adopted and the President and Treasurer, and such other officers as the aforesaid officers may from time to time designate (collectively, the “Designated Officers”), and each of them individually, are hereby authorized, directed end empowered, for and on behalf of the Corporation, to cause the Corporation to execute, acknowledge, file, record and otherwise cause to become effective the Certificate of Designations, and to execute such additional documents and to take such additional action as may be deemed by any Designated Officer to be necessary, appropriate or desirable to render the Certificate of Designations effective under Delaware law;

RESOLVED, that each of the Designated officers be, and hereby is, authorized to certify a copy of any written resolutions that have been adopted by the Board of Directors of the Corporation in connection with the Preferred Stock.

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RESOLVED, that the Designated Officers, and each of them individually, are hereby authorized, directed and empowered, for and on behalf of the Corporation, to do and perform all acts and deeds as such Designated officers deem necessary, appropriate or reasonable to effectuate the purpose and intent of the foregoing preambles and resolutions, including but not limited to all acts in connection with the filing of the Certificate of Designations and the execution, acknowledgement, delivery, filing and/or recording of such documents, instruments and agreements such Designated officers deem necessary or advisable.

Dated: January 30, 1996
/s/ Vittorio De Zen	/s/ Sergio De Zen
Vittorio De Zen	Sergio De Zen

being all of the directors of

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

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State of Delaware

Secretary of State

Division of Corporations

Delivered 02:53 PM 12/21/2007

FILED 02:53PM 12/21/2007

SRV 071354413 — 2506013 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ROYBRIDGE INVESTMENTS (U.S.A.) LIMITED, a Delaware corporation,

WITH AND INTO

ROYAL PLASTICS GROUP (U.S.A.) LIMITED, a Delaware corporation

Pursuant to Section 253(a) of the Delaware General Corporation Law (the “DGCL”), Royal Plastics Group (U.S.A) Limited, a corporation organized and existing under the laws of the State of Delaware (the “Company”), DOES HEREBY CERTIFY, as of December 20, 2007:

1.             That a Certificate of Incorporation of the Company was filed with the Secretary of State of Delaware pursuant to the DGCL on June 29, 1995.

2.             That the Company owns one hundred percent (100%) of the outstanding shares of common stock (the only outstanding class of stock) of Roybridge Investments (U.S.A.) Limited, a Delaware corporation (“Roybridge”), for which a Certificate of Incorporation was filed with the Secretary of State of Delaware pursuant to the DGCL on May 10,1995.

3.             That the Board of Directors of the Company, by resolutions duly adopted on the 20th day of December, 2007, has voted to effect a merger pursuant to Section 253 of the DGCL merging Roybridge with and into the Company (the “Merger”). A true and correct copy of such resolutions is annexed hereto as Exhibit A and incorporated herein by this reference. Said resolutions have not been modified or rescinded and are in full force and effect on the date hereof.

4.             That the time when the Merger herein provided for shall become effective shall be 12:01 a.m., Eastern Time, on January 1, 2008.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed and attested by its daly authorized officer as of the day and year above written.

ROYAL PLASTICS GROUP (U.S.A.)
LIMITED
(a Delaware corporation):
By:	/s/ Scott Bates
Printed Name:	Scott Bates
Title:	Secretary

EXHIBIT A

Action of the Sole Director of Royal Plastics Group (U.S.A.) Limited

Taken by Written Consent in Lien of a Meeting

Pursuant to Section 141(f) of the Delaware General Corporation law, the undersigned, being the sole director of Royal Plastics Group (U.S.A.) Limited, a Delaware corporation (the “Company”), do hereby consent to and adopt the following resolutions, which action shall have the same force and effect as if taken by affirmative vote at a meeting of the Board of Directors of the Company duly called and held, and direct that this written consent to such action be filed with the minutes of the proceedings of the Board of Directors of the Company:

WHEREAS, the sole director of the Company has been presented with and reviewed a draft of that certain Agreement and Plan of Merger, dated as of December 20, 2007 (the “Plan of Merger”), by and between the Company and Roybridge Investments (U.S.A.) Limited, a Delaware corporation and wholly owned subsidiary of the Company (“Roybridge”), which sets forth the terms and conditions of the merger of Roybridge with and into the Company; and

WHEREAS, the sole director of the Company has deemed the Plan of Merger to be in the best interests of the Company, as Roybridge’s sole stockholder, and that pursuant thereto, Roybridge should be merged with and into the Company, with the Company being the surviving corporation (the “Merger”).

NOW, THEREFORE, BE IT RESOLVED, that all of the transactions set forth and contemplated by the Plan of Merger be, and hereby are, approved;

FURTHER RESOLVED, that the officers of the Company be, and each of them (acting alone) hereby is, authorized, empowered and directed to execute and deliver for and on behalf of the Company the Plan of Merger substantially in the form previously reviewed in draft form by the Board, with such changes, modifications, and supplements thereto as such officers (or any of them) shall deem necessary or desirable and in the best interests of the Company (with execution thereof by an officer of the Company being conclusive evidence of such approval);

FURTHER RESOLVED, that Roybridge be merged with and into the Company effective 12:01 a.m., Eastern Time, on January 1, 2008;

FURTHER RESOLVED, that the officers of the Company be, and each of them (acting alone) hereby is, authorized, empowered and directed to take such actions on behalf of the Company as such officer or officers deem necessary, advisable or appropriate in furtherance of the Merger;

FURTHER RESOLVED, that the officers of the Company be, and each of them (acting alone) hereby is, authorized, empowered and directed to prepare and execute a Certificate of Ownership and Merger, in the manner and form required by the Delaware General Corporation Law, to file said Certificate with the office of the Secretary of State of Delaware, to prepare and execute the Plan of Merger, and to prepare and execute all other documents and to take all such

other actions which are in such officers’ or officer’s discretion deemed necessary to carry into effect the full intent and purpose of the resolutions heretofore adopted with respect to the Merger; and

FURTHER RESOLVED, that any and all lawful actions previously taken or caused to be taken by the officers of the Company, or any of them, in connection with the Merger are hereby acknowledged to be the duly authorized acts and deeds performed on behalf of the Company and are hereby approved, adopted, accepted and ratified in all respects.

EX-3.36

Exhibit 3.36

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

BY-LAWS

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

BY—LAWS

Table of Contents

		Page
ARTICLE I MEETINGS OF STOCKHOLDERS		1
Section 1.	Time and Place of Meetings	1
Section 2.	Annual Meeting	1
Section 3.	Special Meetings	1
Section 4.	Notice of Meetings	2
Section 5.	Quorum	2
Section 6.	Voting	3
ARTICLE II DIRECTORS		4
Section 1.	Powers	4
Section 2.	Number and Term of Office	4
Section 3.	Vacancies and New Directorships	5
Section 4.	Regular Meetings	5
Section 5.	Special Meetings	5
Section 6.	Quorum	5
Section 7.	Written Action	6
Section 8.	Participation in Meetings by Conference Telephone	6
Section 9.	Committees	6
Section 10.	Compensation	7
ARTICLE III NOTICES		8
Section 1.	Generally	8
Section 2.	Waivers	8
ARTICLE IV OFFICERS		9
Section 1.	Generally	9
Section 2.	Compensation	9
Section 3.	Succession	9
Section 4.	Authority and Duties	9
Section 5.	Chairman	10
Section 6.	President	10
Section 7.	Execution of Documents and Action with Respect to Securities of Other Corporations	10
Section 8.	Vice President	11
Section 9.	Secretary	11
Section 10.	Treasurer	12

i

Table of Contents

(continued)

ARTICLE V STOCK		12
Section 1.	Certificates	12
Section 2.	Transfer	13
Section 3.	Lost, Stolen or Destroyed Certificates	13
Section 4.	Record Date	13
ARTICLE VI GENERAL PROVISIONS		16
Section 1.	Fiscal Year	16
Section 2.	Corporate Seal	16
Section 3.	Reliance upon Books, Reports and Records	16
Section 4.	Time Periods	16
Section 5.	Dividends	17
ARTICLE VII AMENDMENTS		17
Section 1.	Amendments	17

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

BY-LAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual Meeting. An annual meeting of the stockholders, commencing with the year 1996, shall be held on the 15th in January, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3.Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board or

the President, and shall be called by the President or the Secretary at the request in writing of stockholders owning a majority in interest of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall be sent to the President and the Secretary and shall state the purpose or purposes of the proposed meeting.

Section 4.Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5.Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business

2

except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. Every vote taken by written ballot shall be counted by one or more inspectors of election appointed by the Board of Directors. When a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or

3

represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these by-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1.Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2.Number and Term of Office. The Board of Directors shall consist of one or more members. The number of directors shall be fixed by resolution of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be

4

vacancies on the Board which are being eliminated by such decrease.

Section 3.Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

Section 4.Regular Meetings. Regular meetings of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders and at such other time and place as shall from time to time be determined by the Board of Directors.

Section 5.Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two directors.

Section 6.Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting

5

at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or Committee.

Section 8.Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9.Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of three or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board of Directors. The Board may designate one or more directors as alternate

6

members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it.

Section 10.Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine.

7

ARTICLE III

NOTICES

Section l.Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telephone.

Section 2.Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE IV

OFFICERS

Section 1.Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also choose any or all of the following: a Chairman of the Board of Directors, one or more Vice Presidents, a Controller, a General Counsel, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person.

Section 2.Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3.Succession. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4.Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of

9

Directors in a resolution which is not inconsistent with these by-laws.

Section 5.Chairman. The Chairman shall preside at all meetings of the stockholders and of the Board of Directors and he shall have such other duties and responsibilities as may be assigned to him by the Board of Directors. The Chairman may delegate to any qualified person authority to chair any meeting of the stockholders, either on a temporary or a permanent basis.

Section 6.President. The President shall be responsible for the active management and direction of the business and affairs of the Corporation. In case of the inability or failure of the Chairman to perform the duties of that office, the President shall perform the duties of the Chairman, unless otherwise determined by the Board of Directors.

Section 7.Execution of Documents and Action with Respect to Securities of Other Corporations. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or with respect to any action of such stockholders) of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by

10

reason of its ownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the President is authorized to take under this Section 7, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

Section 8.Vice President. Each Vice President, however titled, shall perform such duties and services and shall have such authority and responsibilities as shall be assigned to or required from time to time by the Board of Directors or the President.

Section 9.Secretary. The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and record all proceedings of the meetings of the stockholders and of the Board of Directors and shall perform like duties for the standing committees when requested by the Board of Directors or the President. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors. The Secretary shall perform such duties as may be prescribed by the Board of Directors or the President. The Secretary shall have charge of the seal of the Corporation and authority to affix the seal to any instrument. The Secretary or any Assistant Secretary may attest to the corporate seal by handwritten or facsimile signature. The Secretary shall keep and account for all books, documents, papers

11

and records of the Corporation except those for which some other officer or agent has been designated or is otherwise properly accountable. The Secretary shall have authority to sign stock certificates.

Section 10.Treasurer. The Treasurer shall have the custody of the funds and securities belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Treasurer with the prior approval of the Board of Directors or the President. The Treasurer shall disburse the funds and pledge the credit of the Corporation as may be directed by the Board of Directors and shall render to the Board of Directors and the President, as and when required by them, or any of them, an account of all transactions by the Treasurer.

ARTICLE V

STOCK

Section 1.Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman of the Board or the President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. Any or all of the signatures and

12

the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved or printed.

Section 2.Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

Section 4.Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the

13

Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is

14

delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

15

ARTICLE VI

GENERAL PROVISIONS

Section 1.Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2.Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3.Reliance upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.Time Periods. In applying any provision of these by-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

16

Section 5.Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VII

AMENDMENTS

Section 1.Amendments. These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Board of Directors.

17

EX-3.37

Exhibit 3.37

[ILLEGIBLE] ARTICLES OF INCORPORATION ☒ DOMESTIC BUSINESS CORPORATION FEE (PREPARE IN TRIPLICATE) $75.00 DOMESTIC SUSINES CORPORATION A CLOSE CORPORATION — COMPLETE BACK COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE — CORPORATION BUREAU DOMESTIC PROFESSIONAL CORPORATION 108 NORTH OFFICE BUILDING, HARRHISBURG, PA 17120 ENTER BOARD LICENSE NO. 110 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UN LESS EXEMPT UNDER 15 P.S. 2908 DICustom Window Extrusions, Inc. 111 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE) 8384 Frankstown Road 112 CITY 033 COUNTY 013 STATE 014 ZIP CODE Pittsburgh Allegheny Pennsylvania 15208 (02) 050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION To engage in and perform any and all activities for which corporations may be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania. ATTACH 8½ x 11 SHEET IF NECESSARY) The Aggregate Number Shares Classes of Shares and Far Valve of Shares Which the Corporation Shall have Authority to Issue: 041 Stated per Value Per 140 Number and Class of Shares Share if Any 042 Total Authorized Capital 031 Term of Existence 1000 No Par Common None $1,000.00 Perpetual The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator 061.062 060 Name 63.064 Address (Street, City, State, Zip Code) Number & Class of Shares Sandra Pajerski 732 Allegheny River Bl.vd., Oakmont, 1 Share No Par Pa. 15139 Common (ATTACH 8 ¼ x 11 SHEET IF NECESSARY) IN TESTIMONY WHEREOF, THE INCORPORATOR. (S) HAS IHAVEI SIGNED AND SEALED THE ARTICLES OF INCORPORATION this 20th DAY OF February 1985 [ILLEGIBLE] - FOR OFFICE USE ONLY -[ILLEGIBLE] 002 CODE 003 REV BOX SEQUENTIAL NO. 100 MICROFILM NUMBER FEB. 22 1985 1260 85151067 REVIEWED BY 004 SICC AMOUNT 001 CORPORATION NUMBER DATE APPROVED $ 75.00 857511 [ILLEGIBLE] DATE REJECTED CERTIFY TO INPUT BY LOG IN LOG IN £ REV. [ILLEGIBLE] Secretary of the Common wealth MAILED BY DATE £ L & I VERIFIED BY LOG OUT LOG OUT [REFILE] [ILLEGIBLE] £ OTHER [ILLEGIBLE] Commonwealth of Pennsylvania [ILLEGIBLE] Certification#: 10778050-1 Page 1 of 8

Commonwealth of Pennsylvania

Department of State

CERTIFICATE OF INCORPORATION

Office of the Secretary of the Commonwealth In All to Whom These Presents Shall Come, Greeting:

Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a “Certificate of Incorporation” evidencing the incorporation of an entity.

Whereas, The stipulations and conditions of the law have been fully complied with by,

CUSTOM WINDOW EXTRUSIONS, INC.

Therefore, Know Me Thom be That subject to the Constitution of this Commonwealth, and under the authority of the Laws thereof, I do by these presents, which I have caused to he sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified.

Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth.

Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this [ILLEGIBLE] day of February in the year of our Lord one thousand nine hundred and [ILLEGIBLE] and of the Commonwealth the two hundred [ILLEGIBLE]

/s/ Secretary of the Commonwealth

Secretary of the Commonwealth

2

 [ILLEGIBLE] Filed this day of JUN 15 1987 , A. D. 19 DSCA SEC 1 Rev B-72 Commonwealth of Pennsylvania Department of State Filing Fest 841 8753 619 AB-2 857511 [ILLEGIBLE] [ILLEGIBLE] COMMONWEALTH OF PENNSYLVANIA [ILLEGIBLE] DEPARTMENT OF STATE [ILLEGIBLE] CORPORATION BUREAU Secretary of the Commonwealth In compliance with the requirements of auction 806 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. 5 1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that: 1. The name of the corporation is: CUSTOM WINDOW EXTRUSIONS, INC. 2. The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): 8384 Frankstown Road (NUMBER) (STREET) Pittsburgh Pennsylvania 15208 (CITY) (ZIP CODE) 3. The statute by or under which it was incorporated is: Act of May 5, 1933, P.C. 364, as amended 4. The data of its incorporation is: February 22, 1985 5. (Check, and If appropriate, complete one of the following): £The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated. Time: The day of , 19 . Place:  Kind and period of notice  The amendment was adopted by a consent at writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation. 6. At the time of the action of shareholders: (a) The total number of shares outstanding was: 100  (b) The number of shares entitled to vote was: 100 Printed and Bold By P. O. Naly Co., 427 Fourth Ave., Pgh., Pe. 18219 Certification#: 10778050-1 Page 3 of 8

[ILLEGIBLE] 8753 620 7. In the action taken by the shareholders: (a) The number of shares votes in favor of the amendment was: 100 (b) The number of shares voted against the amendment was: 0 8. The amendment adopted by the shareholders, set forth in full, is as follows: RESOLVED that the Board of Directors be, and they hereby are, authorized and directed to direct the proper officers of the corporation to amend the corporation’s articles to create a class of no par, 6% noncumulative dividend preferred stock in addition to the no par common stock authorized by the original articles and to take all action necessary or desirable to carry out this resolution. The number of shares authorized hereunder shall be 2500. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seat, duly attested by another such officer, to be hereunto affixed this 9TH day of JUNE , 1987. Custom Window Extrusions, Inc. (NAME OF CORPORATION) Attest: By: [ILLEGIBLE] (SIGNATURE) [ILLEGIBLE] (SIGNATURE) President (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Assistant Secretary (TITLE, SECRETARY ASSISTANT SECRETARY, ETC.) (CORPORATE SEAL) INSTRUCTIONS FOR COMPLETION OF FORM: A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name) or Form DSCB:11.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class were entitled to vote a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b). E. If the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other chasses voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b). F. BCL 1807 (15 P S 51807) requires that the corporation shall advertise its intension to file or the filing of Articles of Amendment Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation RECEIVED [ILLEGIBLE] [ILLEGIBLE] RECEIVED [ILLEGIBLE] [ILLEGIBLE] Certification#: 10778050-1 Page 4 of 8

8753 621

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and

Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by

CUSTOM WINDOW EXTRUSIONS, INC.

Therefore, Know He, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, 1 do by these presents, which 1 have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth.

Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 15th day of June in the year of our Lord one thousand nine hundred and eighty-seven and of the Commonwealth the two hundred eleventh.

/s/ Secretary of the Commonwealth

Secretary of the Commonwealth

pjd

5

 Entity#: 857511 Date Filed: 12/18/2007 Pedro A. Cortes Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Articles of Amendment-Domestic Corporation (15 Pa.C.S.) þ Business Corporation (§ 1915) Nonprofit Corporation (§ 5915) Document will be returned to the [ILLEGIBLE] name and address you enter to [ILLEGIBLE] the left. [ILLEGIBLE] (28936) [ILLEGIBLE] PA 17108-1210 Commonwealth of Pennsylvania ARTICLES OF AMENDMENT-BUSINESS 4 Pages(s) Fee: $70 T0735364153 In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: Custom Window Extrusions, Inc. 2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County 8384 Frankstown Road, Pittsburgh, PA 15208 Allegheny (b) Name of Commercial Registered Office Provider County c/o 3. The statute by or under which it was incorporated: 1933 Business Corporation Law 4. The date of its incorporation: February 22, 1985 5. Check, and if appropriate complete, one of the following: The amendment shall be effective upon filing these Articles of Amendment in the Department of State. £ The amendment shall be effective on: at Date Hour [ILLEGIBLE] Certification#: 10778050-1 Paged 6 of 8

DSCB:15-1915.5915-2 6. Check one of the following. The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a). The amendment was adopted by the board of directors pursuant to 15 Pa C.S. §, 1914(c) or § 5914(b). 7. Check, and if appropriate, complete one of the following: £ The amendment adopted by the corporation, set forth in full, is as follows. The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. 8. Check if the amendment restates the Articles: £ The restated Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 11th day of December , 2007 . Custom Window Extrusions, Inc. Name of Corporation [ILLEGIBLE] Signature Secretary Title Certification#: 10778050-1 Page 7 of 8

Exhibit A

1. Article 1 of the Articles of Incorporation is deleted in its entirety and replaced by the following Article 1: “The name of the corporation is Royal Window and Door Profiles Plant 13 Inc.”

2. The registered office of the corporation shall be changed to:

One Contact Place

Delmont, Pennsylvania 15626

Westmoreland County

8

EX-3.38

Exhibit 3.38

BY-LAWS

OF

Royal Window and Door Profiles Plant 13 Inc.

ARTICLE I. OFFICES

The principal office of the corporation in the State of Pennsylvania shall be located in the City of Pittsburgh, County of Allegheny. The corporation may have such other offices, either within or without the State of Pennsylvania, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1.  Annual Meeting. The annual meeting of the shareholders shall be held on the 31st in the month of March in each year, beginning with the year 1985, at the hour of 5:30 o’clock P. M., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Pennsylvania, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

SECTION 2.  Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than twenty-eight per cent of all

the outstanding shares of the corporation entitled to vote at the meeting.

SECTION 3.  Place of Meeting. The Board of Directors may designate any place, either within or without the State of Pennsylvania unless otherwise prescribed by statute. as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Pennsylvania, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Pennsylvania.

SECTION 4.  Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten nor more than twenty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

SECTION 5.  Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any

dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least twenty days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than twenty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6.  Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares

held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7.  Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  The unanimous vote of the holders of 100% of the outstanding shares of the corporation shall be required for election of directors, amendment of the By-Laws and sale or dissolution of the corporation.

SECTION 8.  Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9.  Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10.  Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such

officer. agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, with-out a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11.  Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 12.  Cumulative Voting. Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1.  General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2.  Number, Tenure and Qualifications. The number of directors of the corporation shall be two (2). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3.  Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4.  Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 5.  Notice. Notice of any special meeting shall be given at least ten days previously thereto by written notice

delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6.  Quorum. Both of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than both are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7.  Manner of Acting. The act both of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8.  Action Without A Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.

SECTION 9.  Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his

predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

SECTION 10.  Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 11.  Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE IV. OFFICERS

SECTION 1.  Number. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

SECTION 2.  Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the share-holders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.  Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.  Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5.  President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of

Directors has authorized to he executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be other-wise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.  Vice-President. In the absence of the President or in event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7.  Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the postoffice address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as

from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8.  Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these By-Laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 9.  Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.  Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2.  Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific in-

SECTION 3.  Checks, drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of Indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4.  Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1.  Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

SECTION 2.  Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the

corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.  The transfer of shares shall be subject to the provisions of Section 8.1 of the Agreement dated February 19, 1985 between Royal Plastics, Limited and the Felt Group.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the last day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal”.

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-Laws or under the provisions of the articles of incorporation or under the provisions of the Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after

the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

EX-3.39

Exhibit 3.39

STATE of WASHINGTON SECRETARY of STATE

I, Ralph Munro, Secretary of State of the State of Washington and custodian of its seal, hereby issue this

CERTIFICATE OF INCORPORATION

to

KING EXTRUSIONS LIMITED

a Washington                       Profit                                          corporation. Articles of Incorporation were filed for record in this office on the date indicated below:

U.B.I. Number: 601 210 575 Date: November 2, 1989

Given under my hand and the seal of the State of Washington, at Olympia, the State Capitol

/s/ Ralph Munro

Ralph Munro, Secretary of State

SSF 67 2-419317-9

1989 1998 7572 0101-0106

00235 NOV 389
	ARTICLES OF INCORPORATION OF KING EXTRUSIONS LIMITED	FILED
		NOV 2 1989
		SECRETARY OF STATE
		STATE OF WASHINGTON

I, the undersigned person of the age of eighteen years or more, as incorporator of a corporation under the Washington Business Corporation Act, adopt the following Articles of Incorporation:

ARTICLE 1.NAME

The name of this corporation is King Extrusions Limited.

ARTICLE 2.DURATION

The period of this corporation’s duration shall be perpetual.

ARTICLE 3.PURPOSES AND POWERS

The purpose of this corporation is to engage in any business, trade or activity which may lawfully be conducted by a corporation organized under the Washington Business Corporation Act.

This corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of this corporation and to exercise any and all powers authorized or permitted under any laws that may be now or hereafter applicable or available to this corporation.

ARTICLE 4.SHARES

4.1 Authorized Capital. The total number of shares which the corporation is authorized to issue is 5,000,000, consisting of 4,000,000 shares of Common Stock having a par value of $.01 per share and 1,000,000 shares of Preferred Stock having a par value of $.01 per share. The Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth.

4.2 Issuance of Preferred Stock in Series. The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law and the provisions of these Articles of Incorporation of the corporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance thereof, prior to the issuance of any shares thereof. The Board of Directors shall have the authority to fix and determine and to amend, subject to the provisions hereof, the rights and preferences of the shares of any series

1989 1998 7572 0102

that is wholly unissued or to be established. Unless otherwise specifically provided in the resolution establishing any series, the Board of Directors shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing such series to decrease the number of shares of that series, but not below the number of shares of such series then outstanding.

4.3Dividends. The holders of shares of the Preferred Stock shall be entitled to receive dividends, out of the funds of the corporation legally available therefor, at the rate and at the time or times, whether cumulative or noncumulative, as may be provided by the Board of Directors in designating a particular series of Preferred Stock. If such dividends on the Preferred Stock shall be cumulative, then if dividends shall not have been paid, the deficiency shall be fully paid or the dividends declared and set apart for payment at such rate, but without interest on cumulative dividends, before any dividends on the Common Stock shall be paid or declared and set apart for payment. The holders of the Preferred Stock shall not be entitled to receive any dividends thereon other than the dividends referred to in this section.

4.4Redemption. The Preferred Stock may be redeemable at such price, in such amount, and at such time or times as may be provided by the Board of Directors in designating a particular series of Preferred Stock. In any event, such Preferred Stock may be repurchased by the corporation to the extent legally permissible.

4.5Liquidation. In the event of any liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, then, before any distribution shall be made to the holders of the Common Stock, the holders of the Preferred Stock at the time outstanding shall be entitled to be paid the preferential amount or amounts per share as may be provided by the Board of Directors in designating a particular series of Preferred Stock and dividends accrued thereon to the date of such payment. The holders of the Preferred Stock shall not be entitled to receive any distributive amounts upon the liquidation, dissolution, or winding up of the affairs of the corporation other than the distributive amounts referred to in this section, unless otherwise provided by the Board of Directors in designating a particular series of Preferred Stock.

4.6Conversion. Shares of Preferred Stock may be convertible to Common Stock of the corporation upon such terms and conditions, at such rate and subject to such adjustments as may be provided by the Board of Directors in designating a particular series of Preferred Stock.

4.7Voting Rights. Holders of Preferred Stock shall have such voting rights as may be provided by the Board of Directors in designating a particular series of Preferred Stock.

1989 1998 7572 0103

2

ARTICLE 5.TRANSFER OF SHARES

No shares of this corporation may be sold, transferred, encumbered or otherwise disposed of, in any manner or for any purpose, unless the holder thereof shall have first received written confirmation from the Board of Directors that the Board of Directors shall have adopted a resolution approving such sale, transfer, encumbrance or other disposition. Any sale, transfer, encumbrance or other disposition, and any attempt to sell, transfer, encumber or dispose, of any shares of this corporation without first obtaining such confirmation of approval, or any transfer which varies in any respect from the terms of any approval given by the Board of Directors, shall be null and void and without effect.

ARTICLE 6.PREEMPTIVE RIGHTS

No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE 7.CUMULATIVE VOTING

The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.

ARTICLE 8.BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of this corporation, subject to the power of the shareholders to amend or repeal such Bylaws. The shareholders shall also have the power to amend or repeal the Bylaws of this corporation and to adopt new Bylaws.

ARTICLE 9.REGISTERED OFFICE AND AGENT

The name of the initial registered agent of this corporation and the address of its initial registered office are as follows:

Lawco of Washington, Inc.

1201 Third Avenue, 40th Floor

Seattle, Washington 98101-3099

ARTICLE 10.DIRECTORS

The number of Directors of this corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein. The initial Board of Directors shall consist of one (1) Director, and the name and address of the person who

1989 1998 7572 0104

3

shall serve as Director until the first annual meeting of shareholders or until his successor is elected and qualified is:

Douglas Torrie

14103 N.E. 200th Street

Woodinville, Washington 98072

ARTICLE 11.AMENDMENTS TO ARTICLES OF INCORPORATION

The provisions contained in these Articles of Incorporation may be amended or repealed only by the affirmative vote of the holders of a majority of the shares entitled to vote thereon, and the rights of the shareholders of this corporation are granted subject to this reservation.

ARTICLE 12.LIMITATION OF DIRECTOR LIABILITY

To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of Directors, a Director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct as a Director. Any amendments to or repeal of this Article 12 shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

ARTICLE 13.INCORPORATOR

The name and address of the incorporator are as follows:

David Ryan Walton

1201 Third Avenue, 40th Floor

Seattle, Washington 98101-3099

Dated:	November 1, 1989
		[ILLEGIBLE]
		David Ryan Walton, Incorporator

1989 1998 7572 0105

4

STATE of WASHINGTON SECRETARY of STATE

I, Ralph Munro, Secretary of State of the State of Washington and custodian of its seal, hereby issue this

CERTIFICATE OF AMENDMENT

to

KING EXTRUSIONS LIMITED

a Washington                     Profit                              corporation. Articles of Amendment were filed for record in this office on the date indicated below.

Amending Shares

Corporation Number: 601 210 575	Date: September 6, 1991
	Given under my hand and the seal of the State of Washington, at Olympia, the State Capitol.
	/s/ Ralph Munro
	Ralph Munro, Secretary of State

SSF 58 2-419317-9

1991 2081 2042 0366-0373

00227 SEP 1091
	ARTICLES OF AMENDMENT OF KING EXTRUSIONS LIMITED	FILED STATE OF WASHINGTON SEP - 6 1991 RALPH MUNRO SECRETARY OF STATE

Articles of Amendment to the Articles of Incorporation of King Extrusions Limited are herein executed by said corporation pursuant to the provisions of RCW 23B.10.060 and RCW 23B.01.250, as follows:

1.The name of the corporation is King Extrusions Limited.

2.Article 4. is amended in its entirety to read as set forth as on Exhibit A attached hereto.

3.The amendment does not provide for the exchange, reclassification or cancellation of issued shares.

4.The date of the adoption of the amendment by the Directors of the corporation was August 21, 1991.

5.The amendment did not require shareholder approval.

These Articles of Amendment are executed by said corporation by its duly authorized officer.

Dated: August 21, 1991	KING EXTRUSIONS LIMITED
	By	/s/ President
		Its	President

1991 2081 2042 0367

Exhibit A

ARTICLE 4.SHARES

4.1Authorized Capital. The total number of shares which the corporation is authorized to issue is 5,000,000, consisting of 4,000,000 shares of Common Stock having a par value of $.01 per share and 1,000,000 shares of Preferred Stock having a par value of $.01 per share. The Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth.

4.2Issuance of Preferred Stock in Series. The Preferred Stock may be issued form time to time in one or more series in any manner permitted by law and the provisions of these Articles of Incorporation of the corporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance thereof, prior to the issuance of any shares thereof. The Board of Directors shall have the authority to fix and determine and to amend, subject to the provisions hereof, the rights and preferences of the shares of any series that is wholly issued unissued or to be established. Unless otherwise specifically provided in the resolution establishing any series, the Board of Directors shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing such series to decrease the number of shares of that series, but not below the number of shares of such series then outstanding.

4.3Dividends. The holders of shares of the Preferred Stock shall be entitled to receive dividends, out of the funds of the corporation legally available therefor, at the rate and at the time or times, whether cumulative or noncumulative, as may be provided by the Board of Directors in the Preferred Stock shall be cumulative, then if dividends shall not have been paid, the deficiency shall be fully paid or the dividends declared and set apart for payment at such rate, but without interest on cumulative dividends, before any dividends on the Common Stock shall be paid or declared and set apart for payment. The holders of the Preferred Stock shall not be entitled to receive any dividend thereon other than the dividends referred to in this section.

4.4Redemption. The Preferred Stock may be redeemable at such price, in such amount, and in such time or times as may be provided by the Board of Directors in designating a particular series of Preferred Stock. In any event, such Preferred Stock may be repurchased by the corporation to the extent legally permissible.

1991 2081 2042 0368

4.5Liquidation. In the event of any liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, then, before any distribution shall be made to the holders of the Common Stock, the holders of the Preferred Stock at the time outstanding shall be entitled to be paid the preferential amount or amounts per share as may be provided by the Board of Directors in designating a particular series of Preferred Stock and dividends accrued thereon to the date of such payment. The holders of the Preferred Stock and dividends accrued thereon to the date of such payment. The holders of the Preferred Stock shall not be entitled to receive any distributive amounts upon the liquidation, dissolution, or winding up of the affairs of the corporation other than the distributive amounts referred to in this section, unless otherwise provided by the Board of Directors in designating a particular series of Preferred Stock.

4.6Conversion. Shares of Preferred Stock may be convertible to Common Stock of the corporation upon such terms and conditions, at such rate and subject to such adjustments as may be provided by the Board of Directors in designating a particular series of Preferred Stock.

4.7Voting Rights. Holders of Preferred Stock shall have such voting rights as may be provided by the Board of Directors in designating a particular series of Preferred Stock.

4.8Designation of Preferred Stock. The series of Series A Preferred Stock, consisting of 515,000 shares, $0.01 par value per share, authorized under the Articles of Incorporation of King Extrusions Limited (the “Corporation”), shall be designated as the Series A Preferred Stock (hereinafter the “Series A Stock”) . For purposes of determining the relative rights and privileges of the Series A Stock as described below, “Common Stock” shall mean (a) the Company’s Common Stock, $0.01 par value per shares and (b) any other securities into which or for which any of the securities described in clause (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

4.8.1Dividends.

(a)General. Each holder of record of outstanding shares of Series A Stock shall be entitled to receive, out of funds legally available therefor, a noncumulative cash divided, if and when declared by the Board of Directors in its sole discretion, at the rate of 8 percent of the Stated Value thereof, per annum, and no

1991 2081 2042 0369

2

more, for each share of Series A Stock held by such holder. Such divided, so declared, shall be paid at such time or times as shall be determined by the Board of Directors; provided, however, that the Board of Directors shall not be required to declare any such dividend at any time and in no event shall any dividend cumulate under any circumstances. The Stated Value of a share of Series A Stock shall be $5.00.

(b)Limitation on Series A Stock Divided. No dividend, redemption or similar distribution may be declared or paid on shares of Common Stock of the Company if the net assets of the Company after such event would be insufficient to make the liquidation or other payment described in Section 4.8.2(a)(i) on the Series A Stock (whether or not such payment actually is to be paid).

4.8.2Liquidation Rights.

(a)Distribution Upon Liquidation. Upon the voluntary or involuntary dissolution, liquidation or winding up of the Company, the assets of the Company available for distribution to its shareholders shall be distributed in the following order and amounts:

(i)First, the holders of shares of Series A Stock shall be entitled to receive an amount equal to the Stated Value for each outstanding share of Series A Stock held by them. If upon the occurrence of such event, the assets of the Company shall be insufficient to permit the payment to the holders of the Series A Stock of the full aforesaid preferential amounts, then the remaining assets of the Company shall be distributed ratably among the holders of the Series A Stock in the same proportion as the full preferential amount each such holder would otherwise be entitled to receive bears to the total of the full preferential amounts that would otherwise be payable to all holders of the Series A Stock.

(ii)Upon the completion of the distributions required by subsection (i) of this Section 4.8.2(a), the holders of shares of Series A Stock, as such, shall have no right or claim to any of the remaining assets of the Company distributable to shareholders, and such remaining assets shall be distributed to the holders of any other class or series of Preferred Stock having a liquidation preference to the extent of such preference, and then among the holders of the shares of Common Stock.

1991 2081 2042 0370

3

(b)Treatment of Consolidations, Mergers and Sales of Assets. For purposes of this Section 4.8.2, the sale or other disposition (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company or the merger or consolidation of the Company into or with any other corporation in which the Company is not the surviving entity (except a transaction the principal purpose of which is to change the state of the Company’s incorporation or to effect a similar reorganization) shall be deemed to be a dissolution, liquidation or winding up of the Company. For purposes of this Section 4.8.2, the Board of Directors shall conclusively determine the value of each type of noncash consideration received in any dissolution, liquidation or winding up of the Company.

4.8.3Voting Power. Unless expressly provided by law, the holders of shares of Series A Stock shall not be entitled to vote on any matters.

4.8.4No Reissuance of Series A Stock. If shares of Series A Stock are acquired by the Company by reason of redemption, purchase, conversion or otherwise, all such shares shall be returned, without further addition by the Company, to the category of authorized but undesignated, unissued Preferred Stock.

4.8.5Redemption at Option of Company. The Company may, at its option, redeem the shares of Series A Stock in whole or in part at any time and from time to time. The redemption price (the “Redemption Price”) per share of the Series A Stock shall be the Stated Value per share, subject to pro rata adjustment in the event of any stock dividend, subdivision, split-up or combination of the shares of Series A Stock, plus declared and unpaid dividends, if any, payable with respect thereto as of such date of redemption. If fewer than all the shares of Series A Stock then outstanding are to be redeemed, the redemption shall be made as determined by the Board of Directors in its sole discretion, without any requirement that such redemption be made pro rata among the holders of Series A Stock, and shall also be subject to such other equitable provisions as may be determined by the Board of Directors.

(a)Notice; Redemption Date. Written notice of any redemption of shares of Series A Stock, specifying the time and place of redemption, shall be mailed by registered mail, return receipt requested, at least 10, and not more than 90, days prior to the date specified for redemption (the “Redemption Date”) to each registered holder of the shares of Series A Stock at the holder’s last address as it appears on

1991 2081 2042 0371

4

the Company’s books. If fewer than all the shares owned by any shareholder are to be redeemed, the notice shall also specify the number of shares that are to be redeemed and the numbers of the certificates representing those shares. On or after the Redemption Date, each holder of shares of such Series A Stock called for redemption shall surrender his, her or its certificates for the shares to the Company at the place specified in the notice and shall then be paid the Redemption Price.

(b)Rights After Redemption Date. Unless the Company defaults in the payment in full of the Redemption Price, all rights, by reason of their ownership of the shares, of the holders of the shares of Series A Stock called for redemption shall cease on the Redemption Date, except the right to receive the amount payable upon redemption of the shares on surrender to the Company of the certificates representing such shares. After the Redemption Date, without the requirement of any further act, the shares shall not be deemed to be outstanding and shall not be transferable on the books of the Company, except to the Company.

(c)Deposit of Redemption Price. The Company may, at its option, at any time after the mailing of the notice of redemption pursuant to Section 4.8.5(a), deposit the aggregate amount payable upon redemption of the shares of Series A Stock with a bank or trust company (the “Depositary”) having a combined capital and surplus (as shown by its then most recent published statement) of at least $50,000,000, designated by the Board of Directors, to be held in trust by the Depositary for payment to the holders of the shares of Series A Stock to be redeemed. Upon written notice of such deposit, mailed by registered mail, return receipt requested, to each registered holder of the shares of Series A Stock to be redeemed, at the holder’s last address as it appears on the Company’s books, the Company shall then be released and discharged from any obligation to pay the redemption price of such shares to be redeemed and all rights of the holders of the shares by reason of their ownership of the shares shall cease on the date that is five business days before the Redemption Date (the “Final Date”), except the right to receive from the Depositary only, and not the Company, the amount payable upon the redemption of the shares on surrender to the Depositary of the certificates representing the shares. After the Final Date, without the requirement of any further act, such shares shall not be deemed to be outstanding and shall not be transferable on the books of the Company, except to the Company. Any money so deposited with the Depositary that is not claimed after three years from the Redemption Date shall be repaid to the Company by the Depositary on demand, and the holder of any of such shares shall thereafter look

1991 2081 2042 0372

5

only to the Company for any payment to which the holder may be entitled. Any interest accrued on money deposited with the Depositary shall belong to the Company and shall be paid to the Company from time to time by the Depositary on demand.

1991 2081 2042 0373

6

STATE of WASHINGTON SECRETARY of STATE

I, Ralph Munro, Secretary of State of the State of Washington and custodian of its seal, hereby issue this

CERTIFICATE OF AMENDMENT

to

KING EXTRUSIONS LIMITED

a Washington                      Profit                          corporation. Articles of Amendment were filed for record in this office on the date Indicated below.

Amending Shares

U.B.I Number: 601 210 575	Date: October 20, 1992
	Given under my hand and the seal of the State of Washington, at Olympia, the State Capital
	/s/ Ralph Munro
	Ralph Munro, Secretary of State
ssf 58 (5/91)	2-419317-9

1992 3032 0205 0213-0214

00123 OCT 2692

FILED
STATE OF WASHINGTON

OCT 20 1992

RALPH MUNRO

SECRETARY OF STATE

ARTICLES OF AMENDMENT

OF

KING EXTRUSIONS LIMITED

The following Articles of Amendment are executed by the undersigned, a Washington corporation:

1.The name of the corporation is King Extrusions Limited.

2.Effective upon filing of these Articles of Amendment with the Secretary of State of Washington, the first sentence of Article 4.8 of the Articles of Incorporation of the corporation is amended to read as follows:

“The series of Series A Preferred Stock, consisting of 526,326 shares, $0.01 par value per share, authorized under the Articles of Incorporation of King Extrusions Limited (the “Corporation”), shall be designated as the Series A Preferred Stock (hereinafter the “Series A Stock”)”.

3.The amendment was duly approved by the shareholders of the corporation in accordance with the provisions of RCW 23B.10.030 and RCW 23B.10.040.

These Articles of Amendment are executed by said corporation by its duly authorized officer.

DATED: September 25, 1992.

KING EXTRUSIONS LIMITED
By	/s/ Douglas Torrie
	Douglas Torrie, President

1992 3032 0205 0214

STATE OF WASHINGTON ARTICLES OF AMENDMENT SECRETART OF STATE WASHINGTON PROFIT CORPORATION FILED (Per Chapter 238, 10 RCW) Please PRINT or TYPE In black Ink Sign, date and return original AND ONE COPY to: FEE: $30 EXPEITED (24-HOUR) SERVICE AVAILABLE - $20 PER ENTITY CORPORATIONS DIVISION INCLUDE FEE AND WRITE “EXPEDITE” IN BOLD LETTERS 801 CAPITOL WAY SOUTH • PO BOX 40234 ON OUTSTAE OF ENVELOPE OLYMPIA, WA 98504-0234 • BE SURE TO INCLUDE FILNG FEE. Checks FOR OFFICE USE ONLY should be made payable to “Secretary of State” FILED: IMPORTANT Person to contact about this filing Daytime Phone Number (with area code) AMENDMENT TO ARTICLES OF INCORPORATION NAME OF CORPORATION (As currently recorded with the Office of the Secretary of State) King Extrusions Limited UBI NUMBER CORPORATION NUMBER (If known) AMENDMENTS TO ARICLES OF INCORPORATION WERE ADOPTED ON 601210575 2-419317-9 DATE: December 11, 2007 EFFECTIVE DATE (Specified effective date may be up to 30 days AFTER receipt of the document by the Secretary of State) OF ARTICLES OF AMENDMENT £ Specific Date: þ Upon filing by the Secretary of State ARTICLES OF AMENDMENT WERE ADOPTED BY (Please check ONE of the following) £ Incorporators. Shareholders action was not required £ Board of Directors. Shareholders action was not required þ Duly approved shareholder action In accordance with Chapter 23B,10 RCW AMENDMENTS TO THE ARTICLES OF INCORPORATION ARE AS FOLLOWS If amendment provides for an exchange, reclassification, or cancellation of Issued shares, provisions for Implementing the amendment must be Included. If necessary, attach additional amendments or Information. Article 1. of the Articles of Incorporation is hereby deleted In Its entirety and replaced by the following Article 1.: “The name of this corporation is Royal Window and Door Profiles Plant 14 Inc.” SIGNATURE OF OFFICER This document is hereby executed under penalties of perjury, and is, to the best of my knowledge, true and correct. [ILLEGIBLE] Scott Bates, Secretary December 11th, 2007 Signature of Officer Printed Name Date INFORMATION AND ASSISTANCE — 360/753-7115 (TDD - 360/753-1485) FOR OFFICE USE ONLY 12/20/07 1196313-001 $50.00 X # 09987 tid: 1421532 FILED SECRETARY OF STATE SAM REED December 20, 2007 STATE OF WASHINGTON

UNITED STATE OF AMERICA

The State of Washington

Secretary of State

I, Sam Reed, Secretary of State of the State of Washington and custodian of its seal, hereby issue this

certificate that the attached is a true and correct copy of

ARTICLES OF MERGER

of

ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.

as filed in this office on May 8, 2009.

	Date: January 7, 2013
	Given under my hand and the Seal of the State of Washington at Olympia, the State Capital
	/s/ Sam Reed
	Sam Reed, Secretary of State

FILED	05/08/09 1508078-001
SECRETARY OF STATE	$60,00 K #29851
MAY 08 2009	tid: 1697699
STATE OF WASHINGTON

ARTICLES OF MERGER

ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.

and

ROYAL WINDOW AND DOOR PROFILES PLANT 12 INC.

Pursuant to RCW 23B.11.050, the following Articles of Merger are executed for the purpose of merging Royal Window and Door Profiles Plant 12 Inc., a Nevada corporation (the “Disappearing Corporation”), into Royal Window and Door Profiles Plant 14 Inc., a Washington corporation (the “Surviving Corporation”).

1.The Agreement and Plan of Merger is attached hereto as Exhibit A.

2.The Agreement and Plan of Merger was duly approved by the sole shareholder of the Disappearing Corporation pursuant to the applicable laws of the state of Nevada as required by RCW 23B.11.070.

3.Approval of the Agreement and Plan of Merger by the shareholder of the Surviving Corporation was not required pursuant to RCW 23B.11.030(7).

Dated: May 7, 2009.

ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.
By	/s/ Joel I. Beerman
	Joel I. Beerman, Vice President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 7, 2009 among Royal Plastics Group (U.S.A.) Limited (“Parent”), Royal Window and Door Profiles Plant 14 Inc., a Washington corporation (“Plant 14”), and Royal Window and Door Profiles Plant 12 Inc., a Nevada corporation (“Plant 12”). Plant 14 and Plant 12 are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A.The authorized capital stock of Plant 14, and the number of shares issued and outstanding on the date hereof, are as follows:

	Number of	Number of Issued
Designation of Class	Authorized Shares	and Outstanding shares
Common, $0.01 par value per share	4,000,000	325,000
Preferred, $0.01 par value per share	1,000,000, of which 526,326 shares have been designated as Series A Preferred stock	526,326

B.The authorized capital stock of Plant 12, and the number of shares issued and outstanding on the date hereof, are as follows:

	Number of	Number of Issued
Designation of Class	Authorized Shares	and Outstanding Shares
Class A Voting Common, without par value	300	100
Class B Non-Voting Common, without par value	100	-0-

C.Parent owns all of the issued and outstanding shares of Plant 14 and Plant 12, and deems it advisable and in the best interests of the Constituent Corporations that Plant 12 be merged into Plant 14 (the “Merger”) as authorized by the laws of the States of Nevada and Washington.

AGREEMENT

In consideration of the foregoing recitals and of the covenants and agreements hereinafter set forth and for the purpose of prescribing the terms and conditions of the Merger, the parties agree as follows:

1.Merger; Effectiveness

Plant 12 (the “Disappearing Corporation”) shall be merged into Plant 14 (the “Surviving Corporation”), pursuant to the applicable provisions of the Washington Business Corporation Act and the General Corporation Law of Nevada and in accordance with the terms and conditions of this Agreement.

Upon completion of the following events:

(a)the approval of the plan of merger as stated herein by the Board of Directors of each of the Constituent Corporations,

(b)the approval of the plan of merger as stated herein by Parent as the sole shareholder of the Constituent Corporations, and

(c)the execution by the Surviving Corporation of Articles of Merger incorporating this Agreement and the filing of such Articles of Merger with the Washington Secretary of State, and the execution by each Constituent Corporation of Articles of Merger incorporating this Agreement and the filing of such Articles of Merger with the Nevada Secretary of State,

the Merger shall become effective upon the later of (i) the close of business on the date of filing of the Articles of Merger with the Washington Secretary of State or (ii) upon filing of the Articles of Merger with the Nevada Secretary of State (the “Effective Time of the Merger”).

2.Articles of Incorporation

The Articles of Incorporation of Plant 14 shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation until the same shall be further altered, amended or repealed.

3.Bylaws

The Bylaws of Plant 14 in effect at the Effective Time of the Merger shall, at the Effective Time of the Merger, be and remain the Bylaws of the Surviving Corporation.

4.Directors and Officers

The directors and officers of Plant 14 in office at the Effective Time of the Merger shall, at the Effective Time of the Merger, continue as the directors and officers of the

2

Surviving Corporation and shall hold such offices in accordance with and subject to the Articles of Incorporation and Bylaws of the Surviving Corporation, as in effect immediately after the Effective Time of the Merger.

5.Conversion of Shares

At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of Parent, Parent will own all of the outstanding stock of the Surviving Corporation, and all of the outstanding stock of the Disappearing Corporation will be cancelled.

6.Rights, Duties, Powers, Liabilities, Etc.

At the Effective Time of the Merger, the separate existence of Plant 12 shall cease, and Plant 12 shall be merged in accordance with the provisions of this Agreement with and into the Surviving Corporation, which shall possess all the properties and assets, and all the rights, privileges, powers, immunities and franchises, of whatever nature and description, and shall be subject to all restrictions, duties and liabilities of each of the Constituent Corporations; and all such things shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested by deed or otherwise in either of the Constituent Corporations, shall be vested in the Surviving Corporation without reversion or impairment. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation, may be prosecuted to judgment or decree as if the Merger had not taken place, and the Surviving Corporation may be substituted in any such action or proceeding.

7.Implementation.

Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the states of Washington and Nevada to consummate and make effective the Merger.

8.Termination

This Agreement may be terminated for any reason at any time before the filing of Articles of Merger with the Secretary of State of the state of Nevada or the filing of Articles of Merger with the Secretary of State of the state of Washington, by resolution of Parent.

9.Amendment

This Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of each of the Constituent Corporations; provided, however, that this Agreement may not be amended or supplemented except by a vote or consent of Parent.

3

ROYAL WINDOW AND DOOR PROFILES PLANT 12 INC.
By		/s/ Joel I. Beerman
		Joel I. Beerman, Vice President
ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.
By		/s/ Joel I. Beerman
		Joel I. Beerman, Vice President
ROYAL PLASTICS GROUP (U.S.A.) LIMITED
By		/s/ Joel I. Beerman
Name			Joel Beerman
Its	Director and Vice President

4

EX-3.40

Exhibit 3.40

BYLAWS

OF

KING EXTRUSIONS LIMITED (NOW KNOWN AS ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.)

Originally adopted on:	January 1, 1990
Amendments are listed on page i

KING EXTRUSIONS LIMITED

AMENDMENTS

Section Effect of Amendment Date of
Amendment

i

TABLE OF CONTENTS

				Page
SECTION 1.		OFFICES		1
SECTION 2.		SHAREHOLDERS		l
2.1	Annual Meeting			l
2.2	Special Meetings			l
2.3	Meetings by Telephone			l
2.4	Place of Meeting			l
2.5	Notice of Meeting			2
2.6	Waiver of Notice			2
2.7	Fixing of Record Date for Determining Shareholders			2
2.8	Voting Record			3
2.9	Quorum			3
2.10	Manner of Acting			3
2.11	Proxies			3
2.12	Voting of Shares			3
2.13	Voting for Directors			4
2.14	Action by Shareholders Without a Meeting			4
SECTION 3.		BOARD OF DIRECTORS		4
3.1	General Powers			4
3.2	Number and Tenure			4
3.3	Annual and Regular Meetings			4
3.4	Special Meetings			5
3.5	Meetings by Telephone			5
3.6	Notice of Special Meetings			5
	3.6.1		Personal Delivery	5
	3.6.2		Delivery by Mai1	5
	3.6.3		Delivery by Telegraph	5
	3.6.4		Oral Notice	5
3.7	Waiver of Notice			5
	3.7.1		In Writing	5
	3.7.2		By Attendance	6
3.8	Quorum			6
3.9	Manner of Acting			6
3.10	Presumption of Assent			6
3.11	Action by Board or Committees Without a Meeting			6
3.12	Resignation			6
3.13	Removal			7
3.14	Vacancies			7

ii

				Page
3.15	Executive and Other Committees			7
	3.15.1		Creation of Committees	7
	3.15.2		Authority of Committees	7
	3.15.3		Quorum and Manner of Acting	8
	3.15.4		Minutes of Meetings	8
	3.15.5		Resignation	8
	3.15.6		Removal	8
3.16	Compensation			8
SECTION 4.		OFFICERS		9
4.1	Number			9
4.2	Election and Term of Office			9
4.3	Resignation			9
4.4	Removal			9
4.5	Vacancies			10
4.6	Chairman of the Board			10
4.7	President			10
4.8	Vice President			10
4.9	Secretary			10
4.10	Treasurer			11
4.11	Salaries			11
SECTION 5.		CONTRACTS, LOANS, CHECKS AND DEPOSITS		11
5.1	Contracts			11
5.2	Loans to the Corporation			11
5.3	Loans to Directors			12
5.4	Checks, Drafts, Etc.			12
5.5	Deposits			12
SECTION 6.		CERTIFICATES FOR SHARES AND THEIR TRANSFER		12
6.1	Issuance of Shares			12
6.2	Certificates for Shares			12
6.3	Stock Records			12
6.4	Restriction on Transfer			13
6.5	Transfer of Shares			13
6.6	Lost or Destroyed Certificates			13
SECTION 7.		BOOKS AND RECORDS		14
SECTION 8.		ACCOUNTING YEAR		14

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			Page
SECTION 9.		SEAL	14
SECTION 10.		INDEMNIFICATION	14
10.1	Right to Indemnification		14
10.2	Right of Indemnitee to Bring Suit		15
10.3	Nonexclusivity of Rights		16
10.4	Insurance, Contracts and Funding		16
10.5	Indemnification of Employees and Agents of the Corporation		16
10.6	Persons Serving Other Entities		17
SECTION 11.		AMENDMENTS	17

iv

BYLAWS

OF

KING EXTRUSIONS LIMITED

SECTION 1.OFFICES

The principal office of the corporation shall be located at the principal place of business or such other place as the Board of Directors (“Board”) may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

SECTION 2.SHAREHOLDERS

2.1Annual Meeting.  The annual meeting of the shareholders shall be held the second Monday of January in each year at the principal office of the corporation for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

2.2Special Meetings.  The Chairman of the Board, the President, the Board, or the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting, may call special meetings of the shareholders for any purpose.

2.3Meetings by Telephone.  Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

2.4Place of Meeting.  All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the shareholders entitled to notice of the meeting.

2.5Notice of Meeting.  The Chairman of the Board, the President, the Secretary, the Board, or shareholders calling an annual or special meeting of shareholders as provided for herein, shall cause to be delivered to each shareholder entitled to notice of or to vote at the meeting either personally or by mail, not less than ten nor more than sixty days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon written request of the holders of not less than one-tenth of all of the outstanding shares of the corporation entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of shareholders to be held on such date and at such place and time as the Secretary may fix, not less than ten nor more than thirty-five days after receipt of said request, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company.

2.6Waiver of Notice.  Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2.7Fixing of Record Date for Determining Shareholders.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than sixty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date and hour on which the notice of meeting is mailed or on which the resolution of the Board declaring such dividend is adopted, as the case may

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be, shall be the record date and time for such determination. Such a determination shall apply to any adjournment of the meeting.

2.8Voting Record.  At least ten days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each shareholder. This record shall be kept on file at the registered office of the corporation for ten days prior to such meeting and shall be kept open at such meeting for the inspection of any shareholder.

2.9Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

2.10Manner of Acting.  If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

2.11Proxies.  A shareholder may vote by proxy executed in writing by the shareholder or by his or her attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. A proxy shall become invalid eleven months after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.12Voting of Shares.  Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of shareholders shall be entitled to one vote upon each such issue.

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2.13Voting for Directors.  Each shareholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote, or, unless otherwise provided in the Articles of Incorporation, each such shareholder may cumulate his or her votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of his or her shares.

2.14Action by Shareholders Without a Meeting.  Any action which could be taken at a meeting of the shareholders may be taken without a meeting if a written consent setting forth the action so taken is signed by all shareholders entitled to vote with respect to the subject matter thereof. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

SECTION 3.BOARD OF DIRECTORS

3.1General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

3.2Number and Tenure.  The Board shall be composed of not less than one (1) nor more than ten (10) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns, or is removed, he or she shall hold office until the next annual meeting of shareholders or until his or her successor is elected, whichever is later. Directors need not be shareholders of the corporation or residents of the State of Washington.

3.3Annual and Regular Meetings.  An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of shareholders. By resolution the Board, or any committee thereof, may specify the time and place either within or without the State of Washington for holding regular meetings thereof without other notice than such resolution.

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3.4Special Meetings.  Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one Director and, in the case of any special meeting of any committee designated by the Board, by the Chairman thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.

3.5Meetings by Telephone.  Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

3.6Notice of Special Meetings.  Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

3.6.1Personal Delivery.  If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting.

3.6.2Delivery by Mail.  If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail at least five days before the meeting properly addressed to a Director at his or her address shown on the records of the corporation with postage prepaid.

3.6.3Delivery by Telegraph.  If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

3.6.4Oral Notice.  If notice is delivered orally, by telephone or in person, the notice shall be deemed effective if personally given to the Director at least two days before the meeting.

3.7Waiver of Notice.

3.7.1In Writing.  Whenever any notice is required to be given to any Director under the provisions of these Bylaws,

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the Articles of Incorporation or the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of such meeting.

3.7.2By Attendance.  The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.8Quorum.  A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.9Manner of Acting.  The act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

3.10Presumption of Assent.  A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.

3.11Action by Board or Committees Without a Meeting.  Any action which could be taken at a meeting of the Board or of any committee designated by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors or by each committee member. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12Resignation.  Any Director may resign at any time by delivering written notice to the Chairman of the Board, the

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President, the Secretary or the Board, or to the registered office of the corporation, or by giving oral notice at any meeting of the Directors or shareholders. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13Removal.  At a meeting of shareholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed with or without cause, unless the Articles of Incorporation permit removal for cause only, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. If the Articles of Incorporation permit cumulative voting in the election of Directors, then if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board or, if there are classes of Directors, at an election of the class of Directors of which such Director is a part.

3.14Vacancies.  Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board for a term of office continuing only until the next election of Directors by the shareholders.

3.15Executive and Other Committees.

3.15.1Creation of Committees.  The Board, by resolution adopted by a majority of the number of Directors fixed by or in the manner provided in these Bylaws, may appoint standing or temporary committees, including an Executive Committee, from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws and applicable law.

3.15.2Authority of Committees.  Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board designating the committee and any subsequent resolutions pertaining thereto and adopted in like manner, except that no such committee shall have the authority to: (1) approve or recommend to shareholders actions or proposals required by the Washington Business Corporation Act to be approved by shareholders, (2) fill vacancies on the Board or any committee thereof,

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(3) amend these Bylaws, (4) fix compensation of any Director for serving on the Board or on any committee, (5) approve a plan of merger, consolidation, or exchange of shares not requiring shareholder approval, (6) appoint other committees of the Board or the members thereof, or (7) amend the Articles of Incorporation, except that a committee may, to the extent authorized in any resolution providing for the issuance of shares of preferred or special classes adopted by the Board as provided in the Washington Business Corporation Act, fix any of the relative rights and preferences of such shares. Each committee of the Board is expressly empowered to authorize distributions by the corporation and the issuance of shares of the corporation to the extent specifically provided by resolution of the Board.

3.15.3Quorum and Manner of Acting.  A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. Except as may be otherwise provided in the Washington Business Corporation Act, the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

3.15.4Minutes of Meetings.  All committees shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.15.5Resignation.  Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary, the Board, or the Chairman of such committee, or by giving oral notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.15.6Removal.  The Board may remove from office any member of any committee elected or appointed by it but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these Bylaws.

3.16Compensation.  By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated

8

salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 4.OFFICERS

4.1Number.  The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. One or more Vice Presidents and such other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person unless all of the issued and outstanding shares of the corporation are owned of record by one shareholder.

4.2Election and Term of Office.  The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.

4.3Resignation.  Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board, or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4Removal.  Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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4.5Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

4.6Chairman of the Board.  If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another officer is appointed or designated by the Board as Chairman of such meeting.

4.7President.  The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chairman of the Board, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

4.8Vice President.  In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or any Assistant Secretary, certificates for shares of the corporation. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts, or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9Secretary.  The Secretary shall: (a) keep the minutes of meetings of the shareholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or

10

as required by law; (c) be custodian of the corporate records and seal of the corporation; (d) keep registers of the post office address of each shareholder and Director; (e) sign, with the President or a Vice President, certificates for shares of the corporation; (f) have general charge of the stock transfer books of the corporation; (g) sign, with the President or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10Treasurer.  If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11Salaries.  The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5.CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1Contracts.  The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

5.2Loans to the Corporation.  No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

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5.3Loans to Directors.  The corporation may not lend money to or guarantee the obligation of a Director unless approved by the holders of at least a majority of the votes represented by the outstanding shares of all classes entitled to vote thereon, excluding the votes of the benefited Director, or the Board determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

5.4Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

5.5Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6.CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1Issuance of Shares.  No shares of the corporation shall be issued unless authorized by the Board, or by a committee designated by the Board and empowered to do so, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share.

6.2Certificates for Shares.  Certificates representing shares of the corporation shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall include on their face written notice of any restrictions which may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.

6.3Stock Records.  The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

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6.4Restriction on Transfer.  Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

“The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or any applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under such Act and applicable state securities laws covering any such transaction involving said securities or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration or this corporation otherwise satisfies itself that such transaction is exempt from registration. Neither the offering of the securities nor any offering materials have been reviewed by any administrator under the Securities Act of 1933, or any applicable state law.”

6.5Transfer of Shares.  The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled.

6.6Lost or Destroyed Certificates.  In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

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SECTION 7.BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and Board and such other records as may be necessary or advisable.

SECTION 8.ACCOUNTING YEAR

The accounting year of the corporation shall be the twelve months ending September 30, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.

SECTION 9.SEAL

The seal of the corporation shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

SECTION 10.INDEMNIFICATION

10.1Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or officer of the corporation or, that being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, includ-ing service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of a proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a Director,

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officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that no indemnification shall be provided to any such indemnitee if the corporation is prohibited by the nonexclusive provisions of the Washington Business Corporation Act or other applicable law as then in effect from paying such indemnification; and provided, further, that except as provided in subsection 10.2 of this Section with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if a proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”). Any advancement of expenses shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 and (1) upon delivery to the corporation of a written affirmation (hereinafter an “affirmation”) by the indemnitee of his or her good faith belief that such indemnitee has met the standard of conduct necessary for indemnification by the corporation pursuant to this Section or (2) upon such determination (hereinafter a “determination”) as may be permitted or required by the Washington Business Corporation Act or other applicable law.

10.2Right of Indemnitee to Bring Suit.  If a claim under subsection 10.1 of this Section is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking and affirmation or determination

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have been tendered to or made by the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled. Neither the failure of the corporation (including the Board, independent legal counsel or the shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including the Board, independent legal counsel or the shareholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.

10.3Nonexclusivity of Rights.  The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board, contract or otherwise.

10.4Insurance, Contracts and Funding.  The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act. The corporation may enter into contracts with any Director, officer, employee or agent of the corporation in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

10.5Indemnification of Employees and Agents of the Corporation.  The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents of the corporation with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or otherwise.

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10.6Persons Serving Other Entities.  Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 of this Section.

SECTION 11.AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders.

/s/ Vittorio De Zen

Vittorio De Zen, Secretary

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EX-4.6

Exhibit 4.6

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Dated as of February 1, 2013

by and among

AXIALL CORPORATION

(formerly known as Georgia Gulf Corporation)

THE GUARANTORS LISTED ON SCHEDULE I HERETO

and

BARCLAYS CAPITAL INC.

J.P. MORGAN SECURITIES LLC

WELLS FARGO SECURITIES, LLC

and

RBC CAPITAL MARKETS, LLC

as representatives of the several initial purchasers

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2013, by and among Axiall Corporation (formerly known as Georgia Gulf Corporaion), a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and Barclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of the several initial purchasers named in Schedule I attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 4.875% Senior Noes due 2023 (the “Initial Notes”) pursuant to the Purchase Agreement.

This Agreement is made pursuant to the Purchase Agreement, dated January 17, 2013 (including the Joinder Agreement, dated January 31, 2013, executed by the Guarantors party thereto) (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of February 1, 2013, among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as amended and supplemented through the date hereof, the “Indenture”).

The parties hereby agree as follows:

SECTION 1.CERTAIN DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act: The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Additional Interest: As defined is Section 5 hereof.

Affiliate: As defined in Rule 144 of the Act.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

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

Closing Date: The date hereof.

Commission: The Securities and Exchange Commission.

Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange

Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.

Consummation Deadline: As defined in Section 3(a) hereof.

Eagle Spinco Registration Rights Agreement: That certain Registration Rights Agreement, dated as of January 30, 2013, among Eagle Spinco Inc., the guarantors listed on Schedule I thereto and Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Notes: The Company’s 4.875% Senior Notes due 2023 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by such Holders in connection with such exchange and issuance.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

Free Writing Prospectus: Each offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Initial Notes or the Exchange Notes.

Holders: As defined in Section 2 hereof.

Interest Payment Date: As defined in the Initial Notes and Exchange Notes.

Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Recommencement Date: As defined in Section 6(d) hereof.

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Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Rule 144: Rule 144 promulgated under the Act.

Shelf Registration Statement: As defined in Section 4 hereof.

Suspension Notice: As defined in Section 6(d) hereof.

TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), or (d) the date on which such Initial Note is distributed to the public pursuant to Rule 144.

SECTION 2.HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.REGISTERED EXCHANGE OFFER

(a)           The Company and the Guarantors shall (i) use their commercially reasonable efforts to file the Exchange Offer Registration Statement with the Commission on or prior to the date that is the 500th day following the Closing Date (or if such 500th day is not a Business Day, the next succeeding Business Day) (such day being the “Filing Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective on or prior to the date that is the 560th day following the Closing Date (or if such 560th day is not a Business Day, the next succeeding Business Day) (such day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration

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Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Exchange Offer and (B) use their commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 30th Business Day, or such later date required by the federal securities laws, being the “Consummation Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

(b)The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to remain effective continuously during the pendency of the Exchange Offer, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

(c)The Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.

Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-

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Dealers, the Company and the Guarantors agree to use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission, as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

SECTION 4.SHELF REGISTRATION

(a)Shelf Registration. If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall:

(x)use their commercially reasonable efforts on or prior to 45 days after the earlier of (i) the date as of which the Company determines that the Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above (45 days after such earlier date, the “Shelf Filing Deadline”), to file a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), covering the resale of all Transfer Restricted Securities, and

(y)use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Shelf Filing Deadline for the Shelf Registration Statement (such 90th day, the “Shelf Effectiveness Deadline”).

If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause (y).

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To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act, or other information reasonably requested by the Company and required by Regulation S-K of the Act, for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder shall be entitled to Additional Interest pursuant to Section 5 hereof unless and until (and from and after such time) such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading and shall promptly supply such other information as the Company may from time to time reasonably request.

SECTION 5.ADDITIONAL INTEREST

If (i) the Company and the Guarantors fail to use their commercially reasonable efforts to have any of the Registration Statements required by this Agreement declared effective by the Commission on or prior to the applicable Effectiveness Deadline; or (ii) if applicable, the Shelf Registration Statement is declared effective but thereafter ceases to be effective or the Prospectus contained therein ceases to be usable (a) on more than two occasions during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period, and such failure to remain effective or be usable exists for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in clause (i) or (ii) above, a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default. The rate of the Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of Additional Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Transfer Restricted Securities outstanding; provided that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary

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set forth herein, (1) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, or (2) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Shelf Registration Statement to again be declared effective or made usable in the case of clause (ii) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i) or (ii), as applicable, shall cease.

All accrued Additional Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Additional Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

SECTION 6.REGISTRATION PROCEDURES

(a)Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:

(i)If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree either to (x) seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. In the case of clause (x) above, the Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action not commercially reasonable to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer

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should be permitted, and (C) diligently pursuing a resolution (which need not be favorable and which need not be a written resolution) by the Commission staff.

(ii)As a condition to its participation in the Exchange Offer, each Holder (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.

(iii)Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

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(b)Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall:

(i)comply with all the provisions of Section 6(c) below and use their commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and

(ii)issue to any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, upon the request of any such Holder or purchaser, registered Initial Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall designate.

(c)General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Guarantors shall:

(i)use their commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable.

(ii)Prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A, and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

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(iii)advise (a) each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement), and (b) each Holder who has provided notice to the Company promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the happening of any event that requires the Company to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein do not contain an untrue statement of material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest practicable time;

(iv)subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v)furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the reasonable review and comment of such Holders in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within three Business Days after the receipt thereof. A

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Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

(vi)promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus in connection with such exchange, registration or sale, if any, provide copies of such document to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request;

(vii)make available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Guarantors reasonably requested and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable confidentiality agreements and procedures with respect thereto;

(viii)if requested by any Holders whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities and the use of the Registration Statement or Prospectus for market making activities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(ix)furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

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(x)deliver to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holders reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with applicable law and subject to Section 6(d) hereof) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be customarily and reasonably requested by the Initial Purchasers or, in the case of registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least 50% in aggregate principal amount of such class of Transfer Restricted Securities; provided, that, the Company and the Guarantors shall not be required to enter into any such agreement more than once with respect to all of the Transfer Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company and the Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors. In such connection, the Company and the Guarantors shall:

(A)upon the request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its commercially reasonable efforts to cause to be furnished) to each such Holder (in the case of the Shelf Registration Statement) and any underwriter, upon Consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as the case may be:

(1)a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the Chief Executive Officer or any Vice President, and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, such matters as such Holders may reasonably request;

(2)an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors in customary form and covering such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors and representatives of the independent public accountants for the Company

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and the Guarantors and representatives of the underwriters, if any, and their counsel at which the contents of the Registration Statement and related matters were discussed and, although such counsel need not pass upon or assume responsibility for the accuracy, completeness or fairness of such statements (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted 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. Such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, schedules or other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus and need express no view as to the accounting or financial records from which such financial statements, schedules and data are derived; and

(3)a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(e) of the Purchase Agreement; and

(B)deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Guarantors pursuant to this clause (xi);

(xii)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may reasonably request and do any and all other

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acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that the Company and the Guarantors shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xiii)in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;

(xiv)use their commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) above;

(xv)provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;

(xvi)otherwise use their commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and

(xvii)cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(d)Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice

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from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses, or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date.

SECTION 7.REGISTRATION EXPENSES

(a)All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors and the reasonable and documented fees and disbursements of one counsel for all of the Holders of Transfer Restricted Securities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided, however, that in no event shall the Company or the Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities.

The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of

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Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared, if any.

SECTION 8.INDEMNIFICATION

(a)The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities or judgments, (including without limitation, any legal or other reasonable and documented expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d) under the Act (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by or on behalf of any of the Holders.

(b)Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors and officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(c)In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this

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Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party has failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party, or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party has been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such reasonable and documented fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action effected with (i) its written consent, or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party has failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d)To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities, or (ii) if the allocation provided by clause 8(d)(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 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on

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the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, 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 information supplied by the Company or such Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total amount received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder 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 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9.RULE 144A AND RULE 144

The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act.

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SECTION 10.MISCELLANEOUS

(a)Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)Free Writing Prospectus. The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) in connection with the issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Act, (ii) any document constituting an offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Act, or (iii) a prospectus satisfying the requirements of section 10(a) of the Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Act.

(c)No Inconsistent Agreements. The Company and any Guarantor will not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company and any Guarantor have not previously entered into, nor is any of them currently a party to, any agreement granting any registration rights with respect to its securities to any Person that would require such securities to be included in any Registration Statement filed hereunder (with the exception of the Eagle Spinco Registration Rights Agreement). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof.

(d)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities, and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

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(e)Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(f)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to the Company or the Guarantors:

Axiall Corporation

115 Perimeter Center Place

Suite 460

Atlanta, GA 30346

Attention: General Counsel

With a copy to:

Jones Day

1420 West Peachtree Street

N.E. Suite 800

Atlanta, GA 30309

Attention: Mark Hanson

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this

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Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

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

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

(j)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(k)Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(l)Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(Signature Page Follows.)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

AXIALL CORPORATION
By:	/s/ Timothy Mann, Jr.
	Name: Timothy Mann, Jr.
	Title: Executive Vice President, General Counsel and Secretary
AXIALL, LLC (f/k/a GEORGIA GULF
CHEMICALS & VINYLS, LLC)
GEORGIA GULF LAKE CHARLES, LLC
By:	/s/ Timothy Mann, Jr.
	Name: Timothy Mann, Jr.
	Title: Vice President-General Counsel and Secretary
ROYAL MOULDINGS LIMITED
ROYAL WINDOW AND DOOR PROFILES PLANT 13 INC.
ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.
PLASTIC TRENDS, INC.
ROYAL GROUP SALES (USA) LIMITED
ROME DELAWARE CORP.
ROYAL PLASTICS GROUP (U.S.A.) LIMITED
By:	/s/ Timothy Mann, Jr.
	Name: Timothy Mann, Jr.
	Title: Vice President and Secretary
EXTERIOR PORTFOLIO LLC
By:	/s/ Timothy Mann, Jr.
	Name: Timothy Mann, Jr.
	Title: Vice President

[Registration Rights Agreement]

EAGLE SPINCO INC.
EAGLE HOLDCO 3 LLC
EAGLE US 2 LLC
EAGLE CONTROLLED 2 OHIO SPINCO, INC.
EAGLE NATRIUM LLC
EAGLE PIPELINE, INC.
PHH MONOMERS, LLC
By:	/s/ Timothy Mann, Jr.
	Name: Timothy Mann, Jr.
	Title: Secretary

[Registration Rights Agreement]

BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES LLC
RBC CAPITAL MARKETS, LLC
WELLS FARGO SECURITIES, LLC
As representatives of the several Initial Purchasers named in Schedule I of the Purchase Agreement
By:  BARCLAYS CAPITAL INC., as Authorized Representative
By	/s/ Paul Cugno
	Name: Paul Cugno
	Title: Managing Director

[Registration Rights Agreement]

SCHEDULE I

Guarantors

EAGLE SPINCO INC.

EAGLE HOLDCO 3 LLC

EAGLE US 2 LLC

EAGLE CONTROLLED 2 OHIO SPINCO, INC.

EAGLE NATRIUM LLC

EAGLE PIPELINE, INC.

AXIALL, LLC

GEORGIA GULF LAKE CHARLES, LLC

ROYAL MOULDINGS LIMITED

ROYAL WINDOW AND DOOR PROFILES PLANT 13 INC.

ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.

PLASTIC TRENDS, INC.

ROYAL GROUP SALES (USA) LIMITED

ROME DELAWARE CORP.

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

EXTERIOR PORTFOLIO, LLC

PHH MONOMERS, L.L.C.

EX-4.7

Exhibit 4.7

REGISTRATION RIGHTS AGREEMENT

Dated as of January 30, 2013

by and among

EAGLE SPINCO INC.

THE GUARANTORS LISTED ON SCHEDULE I HERETO

and

BARCLAYS CAPITAL INC.

J.P. MORGAN SECURITIES INC.

RBC CAPITAL MARKETS, LLC

and

WELLS FARGO SECURITIES, LLC

as representatives of the several initial purchasers

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2013, by and among Eagle Spinco Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule I-B attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 4.625% Senior Noes due 2021 (the “Initial Notes”) pursuant to the Purchase Agreement.

This Agreement is made pursuant to the Purchase Agreement, dated January 17, 2013 (including the Joinder Agreement, dated January 28, 2013, executed by the Guarantors party thereto) (the “Purchase Agreement”), by and among the Company, the Guarantors, the Selling Securityholders listed on Schedule I-A thereto and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of January 28, 2013, among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as amended and supplemented through the date hereof, the “Indenture”).

The parties hereby agree as follows:

SECTION 1.CERTAIN DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act: The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Additional Interest: As defined is Section 5 hereof.

Affiliate: As defined in Rule 144 of the Act.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

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

Closing Date: The date hereof.

Commission: The Securities and Exchange Commission.

Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange

Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.

Consummation Deadline: As defined in Section 3(a) hereof.

Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Notes: The Company’s 4.625% Senior Notes due 2021 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by such Holders in connection with such exchange and issuance.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

Free Writing Prospectus: Each offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Initial Notes or the Exchange Notes.

GGC Notes: Georgia Gulf Corporation’s 4.875% Senior Notes due 2023 to be issued pursuant to an indenture to be dated as of February 1, 2013.

Holders: As defined in Section 2 hereof.

Interest Payment Date: As defined in the Initial Notes and Exchange Notes.

Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Recommencement Date: As defined in Section 6(d) hereof.

Registration Default: As defined in Section 5 hereof.

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Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Rule 144: Rule 144 promulgated under the Act.

Shelf Registration Statement: As defined in Section 4 hereof.

Suspension Notice: As defined in Section 6(d) hereof.

TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), or (d) the date on which such Initial Note is distributed to the public pursuant to Rule 144.

SECTION 2.HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.REGISTERED EXCHANGE OFFER

(a)The Company and the Guarantors shall (i) use their commercially reasonable efforts to file the Exchange Offer Registration Statement with the Commission on or prior to the date that is the 500th day following the Closing Date (or if such 500th day is not a Business Day, the next succeeding Business Day) (such day being the “Filing Deadline”), (ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective on or prior to the date that is the 560th day following the Closing Date (or if such 560th day is not a Business Day, the next succeeding Business Day) (such day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as

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are necessary to permit Consummation of the Exchange Offer, and (iv) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, (A) commence and Consummate the Exchange Offer and (B) use their commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 30th Business Day, or such later date required by the federal securities laws, being the “Consummation Deadline”), Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

(b)The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to remain effective continuously during the pendency of the Exchange Offer, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

(c)The Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.

Because any such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended

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and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission, as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

SECTION 4.SHELF REGISTRATION

(a)Shelf Registration. If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall:

(x)use their commercially reasonable efforts on or prior to 45 days after the earlier of (i) the date as of which the Company determines that the Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above (45 days after such earlier date, the “Shelf Filing Deadline”), to file a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), covering the resale of all Transfer Restricted Securities, and

(y)use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Shelf Filing Deadline for the Shelf Registration Statement (such 90th day, the “Shelf Effectiveness Deadline”).

If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause (y).

To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this

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Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act, or other information reasonably requested by the Company and required by Regulation S-K of the Act, for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder shall be entitled to Additional Interest pursuant to Section 5 hereof unless and until (and from and after such time) such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading and shall promptly supply such other information as the Company may from time to time reasonably request.

SECTION 5.ADDITIONAL INTEREST

If (i) the Company and the Guarantors fail to use their commercially reasonable efforts to have any of the Registration Statements required by this Agreement declared effective by the Commission on or prior to the applicable Effectiveness Deadline; or (ii) if applicable, the Shelf Registration Statement is declared effective but thereafter ceases to be effective or the Prospectus contained therein ceases to be usable (a) on more than two occasions during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period, and such failure to remain effective or be usable exists for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in clause (i) or (ii) above, a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default. The rate of the Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of Additional Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Transfer Restricted Securities outstanding; provided that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, or (2) upon the

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filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Shelf Registration Statement to again be declared effective or made usable in the case of clause (ii) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i) or (ii), as applicable, shall cease.

All accrued Additional Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Additional Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

SECTION 6.REGISTRATION PROCEDURES

(a)Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:

(i)If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree either to (x) seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. In the case of clause (x) above, the Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action not commercially reasonable to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted, and (C) diligently pursuing a resolution (which need not be favorable and which need not be a written resolution) by the Commission staff.

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(ii)As a condition to its participation in the Exchange Offer, each Holder (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.

(iii)Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

(b)Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall:

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(i)comply with all the provisions of Section 6(c) below and use their commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and

(ii)issue to any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, upon the request of any such Holder or purchaser, registered Initial Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall designate.

(c)General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Guarantors shall:

(i)use their commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable.

(ii)Prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A, and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)advise (a) each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement), and (b) each Holder who has provided notice to the Company promptly and, if requested

9

by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the happening of any event that requires the Company to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein do not contain an untrue statement of material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest practicable time;

(iv)subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v)furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the reasonable review and comment of such Holders in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within three Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact

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necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

(vi)promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus in connection with such exchange, registration or sale, if any, provide copies of such document to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request;

(vii)make available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Guarantors reasonably requested and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable confidentiality agreements and procedures with respect thereto;

(viii)if requested by any Holders whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities and the use of the Registration Statement or Prospectus for market making activities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(ix)furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x)deliver to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge, as many copies of the Prospectus (including each preliminary prospectus)

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and any amendment or supplement thereto as such Holders reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with applicable law and subject to Section 6(d) hereof) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be customarily and reasonably requested by the Initial Purchasers or, in the case of registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least 50% in aggregate principal amount of such class of Transfer Restricted Securities; provided, that, the Company and the Guarantors shall not be required to enter into any such agreement more than once with respect to all of the Transfer Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company and the Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company and the Guarantors. In such connection, the Company and the Guarantors shall:

(A)upon the request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its commercially reasonable efforts to cause to be furnished) to each such Holder (in the case of the Shelf Registration Statement) and any underwriter, upon Consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as the case may be:

(1)a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the Chief Executive Officer or any Vice President, and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, such matters as such Holders may reasonably request;

(2)an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors in customary form and covering such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors and representatives of the independent public accountants for the Company and the Guarantors and representatives of the underwriters, if any, and their counsel at which the contents of the Registration Statement and related matters were discussed and, although such counsel need not pass

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upon or assume responsibility for the accuracy, completeness or fairness of such statements (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted 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. Such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, schedules or other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus and need express no view as to the accounting or financial records from which such financial statements, schedules and data are derived; and

(3)a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(e) of the Purchase Agreement; and

(B)deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Guarantors pursuant to this clause (xi);

(xii)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that the Company and the Guarantors shall not be required to register

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or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xiii)in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;

(xiv)use their commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) above;

(xv)provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;

(xvi)otherwise use their commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and

(xvii)cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(d)Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such

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Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses, or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date.

SECTION 7.REGISTRATION EXPENSES

(a)All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors and the reasonable and documented fees and disbursements of one counsel for all of the Holders of Transfer Restricted Securities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided, however, that in no event shall the Company or the Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities.

The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more

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than one counsel shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared, if any.

SECTION 8.INDEMNIFICATION

(a)The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities or judgments, (including without limitation, any legal or other reasonable and documented expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d) under the Act (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by or on behalf of any of the Holders.

(b)Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors and officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(c)In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder).

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Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party has failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party, or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party has been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such reasonable and documented fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action effected with (i) its written consent, or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party has failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d)To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities, or (ii) if the allocation provided by clause 8(d)(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 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations.

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The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, 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 information supplied by the Company or such Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total amount received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder 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 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9.RULE 144A AND RULE 144

The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act.

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SECTION 10.MISCELLANEOUS

(a)Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)Free Writing Prospectus. The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) in connection with the issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Act, (ii) any document constituting an offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Act, or (iii) a prospectus satisfying the requirements of section 10(a) of the Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Act.

(c)No Inconsistent Agreements. The Company and any Guarantor will not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company and any Guarantor have not previously entered into, nor is currently a party to, any agreement granting any registration rights with respect to its securities to any Person that would require such securities to be included in any Registration Statement filed hereunder. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof. Notwithstanding anything to the contrary contained in this Section 10(c), the Company and the Guarantors shall be permitted to enter into a registration rights agreement in connection with the issuance of the GGC Notes and the GGC Notes shall be permitted to be included in any Registration Statement filed hereunder.

(d)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities, and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered

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pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

(e)Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(f)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to the Company or the Guarantors:

Eagle Spinco Inc.

115 Perimeter Center Place

Suite 460

Atlanta, GA 30346

Attention: General Counsel

With a copy to:

Jones Day

1420 West Peachtree Street

N.E. Suite 800

Atlanta, GA 30309

Attention: Mark Hanson

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of

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the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

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

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

(j)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(k)Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(l)Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(Signature Page Follows.)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EAGLE SPINCO INC.
EAGLE HOLDCO 3 LLC
EAGLE HOLDCO 2 LLC
EAGLE CONTROLLED 2 OHIO SPINCO, INC.
EAGLE NATRIUM LLC
EAGLE PIPELINE, INC.
By:	/s/ Timothy Mann, Jr.
	Name:	Timothy Mann, Jr.
	Title:	Secretary
AXIALL CORPORATION
By	/s/ Timothy Mann, Jr.
	Name:	Timothy Mann, Jr.
	Title:	Vice President — General Counsel and Secretary
AXIALL, LLC
GEORGIA GULF LAKE CHARLES, LLC
By	/s/ Timothy Mann, Jr.
	Name:	Timothy Mann, Jr.
	Title:	Vice President — General Counsel and Secretary
ROYAL MOULDINGS LIMITED
ROYAL WINDOW AND DOOR PROFILES
PLANT 13 INC.
ROYAL WINDOW AND DOOR PROFILES
PLANT 14 INC.
PLASTIC TRENDS, INC.
ROYAL GROUP SALES (USA) LIMITED
ROME DELAWARE CORP.
ROYAL PLASTICS GROUP (U.S.A.) LIMITED
By	/s/ Timothy Mann, Jr.
	Name:	Timothy Mann, Jr.
	Title:	Vice President and Secretary
EXTERIOR PORTFOLIO, LLC

[Registration Rights Agreement]

By	/s/ Timothy Mann, Jr.
	Name:	Timothy Mann, Jr.
	Title:	Vice president
PHH MONOMERS, L.L.C.
By	/s/ Timothy Mann, Jr.
	Name:	Timothy Mann, Jr.
	Title:	Secretary

[Registration Rights Agreement]

BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES LLC
RBC CAPITAL MARKETS, LLC
WELLS FARGO SECURITIES, LLC
As representatives of the several Initial Purchasers
named in Schedule I-B of the Purchase Agreement
By: BARCLAYS CAPITAL INC., as Authorized
Representative
By	/s/ J. Jeffcott Ogden
	Name:	J. Jeffcott Ogden
	Title:	Managing Director

[Registration Rights Agreement]

SCHEDULE I

Guarantors

EAGLE HOLDCO 3 LLC

EAGLE US 2 LLC

EAGLE CONTROLLED 2 OHIO SPINCO, INC.

EAGLE NATRIUM LLC

EAGLE PIPELINE, INC.

AXIALL CORPORATION

AXIALL, LLC

GEORGIA GULF LAKE CHARLES, LLC

ROYAL MOULDINGS LIMITED

ROYAL WINDOW AND DOOR PROFILES PLANT 13 INC.

ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC.

PLASTIC TRENDS, INC.

ROYAL GROUP SALES (USA) LIMITED

ROME DELAWARE CORP.

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

EXTERIOR PORTFOLIO, LLC

PHH MONOMERS, L.L.C.

EX-5.1

Exhibit 5.1

March 25, 2014

Axiall Corporation

Eagle Spinco Inc.
Covered Guarantors (as defined below)

Other Guarantors (as defined below)
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328

Re:Registration Statement on Form S-4 Filed by Axiall Corporation and Eagle Spinco Inc. Relating to the Exchange Offers (as defined below)

Ladies and Gentlemen:

We have acted as counsel for Axiall Corporation, a Delaware corporation (“Axiall”), Eagle Spinco Inc., a Delaware corporation (“Eagle Spinco” and, together with Axiall, the “Issuers”), and the Covered Guarantors (as defined below) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers, the Covered Guarantors and the Other Guarantors (as defined below) to which this opinion has been filed as an exhibit.  The Registration Statement relates to (a) the proposed issuance and exchange (the “2023 Exchange Offer”) of up to $450,000,000 aggregate principal amount of 4.875% Senior Notes due 2023 of Axiall (the “Exchange 2023 Notes”) for an equal principal amount of 4.875% Senior Notes due 2023 of Axiall outstanding on the date hereof (the “Original 2023 Notes”) and (b) the proposed issuance and exchange (the “2021 Exchange Offer”) of up to $688,000,000 aggregate principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco (the “Exchange 2021 Notes”) for an equal principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco outstanding on the date hereof (the “Original 2021 Notes”).

The Original 2023 Notes have been, and the Exchange 2023 Notes will be, issued pursuant to the indenture, dated as of February 1, 2013 (as amended or supplemented from time to time, the “Axiall Indenture”), by and among Axiall, Eagle Spinco, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, together, the “Covered Guarantors”), and the guarantors listed on Annex B hereto (collectively, the “Other Guarantors”; the Other Guarantors, Eagle Spinco and the Covered Guarantors are collectively referred to as the “2023 Note Guarantors”) and U.S. Bank, National Association, as trustee (the “Trustee”).  The Original 2023 Notes are, and the Exchange 2023 Notes will be, guaranteed (each, a “2023 Guarantee”) on a joint and several basis by the 2023 Note Guarantors.

Axiall Corporation

Eagle Spinco Inc.

Covered Guarantors (as defined below)

Other Guarantors (as defined below)

March 25, 2014

Page 2

The Original 2021 Notes have been, and the Exchange 2021 Notes will be, issued pursuant to an indenture, dated as of January 28, 2013 (as amended or supplemented from time to time, the “Eagle Spinco Indenture”), by and among Eagle Spinco, Axiall, the Covered Guarantors, the Other Guarantors (the Other Guarantors, Axiall and the Covered Guarantors are collectively referred to as the “2021 Note Guarantors”) and the Trustee.  The Original 2021 Notes are, and the Exchange 2021 Notes will be, guaranteed (each, a “2021 Guarantee”) on a joint and several basis by the 2021 Note Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.The Exchange 2023 Notes, when they are executed by Axiall, authenticated by the Trustee in accordance with the Axiall Indenture and issued and delivered in exchange for the Original 2023 Notes in accordance with the terms of the 2023 Exchange Offer, will constitute valid and binding obligations of Axiall.

2.The 2023 Guarantee of the Exchange 2023 Notes (each, an “Exchange 2023 Guarantee” and together, the “Exchange 2023 Guarantees”) of Eagle Spinco and each Covered Guarantor, when it is issued and delivered in exchange for the 2023 Guarantee of the Original 2023 Notes (together, the “Original 2023 Guarantees”) of Eagle Spinco and such Covered Guarantor in accordance with the terms of the 2023 Exchange Offer, will constitute a valid and binding obligation of Eagle Spinco and such Covered Guarantor.

3.The Exchange 2023 Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the corresponding Original 2023 Guarantee of such Other Guarantor in accordance with the terms of the 2023 Exchange Offer, will constitute a valid and binding obligation of such Other Guarantor.

4.The Exchange 2021 Notes, when they are executed by Eagle Spinco, authenticated by the Trustee in accordance with the Eagle Spinco Indenture and issued and delivered in exchange for the Original 2021 Notes in accordance with the terms of the 2021 Exchange Offer, will constitute valid and binding obligations of Eagle Spinco.

5.The 2021 Guarantee of the Exchange 2021 Notes (each, an “Exchange 2021 Guarantee” and together, the “Exchange 2021 Guarantees”) of Axiall and each

Axiall Corporation

Eagle Spinco Inc.

Covered Guarantors (as defined below)

Other Guarantors (as defined below)

March 25, 2014

Page 3

Covered Guarantor, when it is issued and delivered in exchange for the 2021 Guarantee of the Original 2021 Notes (together, the “Original 2021 Guarantees”) of Axiall and such Covered Guarantor in accordance with the terms of the 2021 Exchange Offer, will constitute a valid and binding obligation of Axiall and such Covered Guarantor.

6.The Exchange 2021 Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the corresponding Original 2021 Guarantee of such Other Guarantor in accordance with the terms of the 2021 Exchange Offer, will constitute a valid and binding obligation of such Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For the purposes of the opinions expressed herein, we have assumed that (i) each of the Axiall Indenture and the Eagle Spinco Indenture have been duly authorized, executed and delivered by the Trustee and constitute valid, binding and enforceable obligations of the Trustee, (ii) the Original 2023 Notes have been duly authenticated by the Trustee in accordance with the Axiall Indenture and (iii) the Original 2021 Notes have been duly authenticated by the Trustee in accordance with the Eagle Spinco Indenture.

For the purposes of our opinion set forth in paragraphs 3 and 6 with respect to the Exchange 2023 Guarantee and the Exchange 2021 Guarantee of the Other Guarantors, we have assumed that (i) each of the Other Guarantors is a limited liability company or corporation, as applicable, existing and in good standing under the laws of its respective state of organization or incorporation, as applicable, (ii) the Indentures and the Exchange Guarantees (a) have been authorized by all necessary limited liability company or corporate action of each of the Other Guarantors and (b) have been executed and delivered by each of the Other Guarantors under the laws of its respective state of organization or incorporation, as applicable, and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Axiall Indenture, Eagle Spinco Indenture, the Exchange 2023 Guarantee and the Exchange 2021 Guarantee by each of the Other Guarantors does not violate or conflict with the laws of its respective state of incorporation or the terms and provisions of its respective certificate of formation, articles of incorporation, limited liability company agreement or bylaws or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its respective properties.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public

Axiall Corporation

Eagle Spinco Inc.

Covered Guarantors (as defined below)

Other Guarantors (as defined below)

March 25, 2014

Page 4

policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of Axiall, Eagle Spinco, the Covered Guarantors and others.  The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of Ohio, (iii) the laws of the State of Pennsylvania, (iv) the Delaware Limited Liability Company Act and (v) the General Corporation Law of the State of Delaware, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction, on the opinions expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement.  In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Annex A

Covered Guarantors

Covered Guarantor	State of Incorporation
Axiall Holdco, Inc.	Delaware
Axiall Ohio, Inc.	Delaware
Axiall, LLC	Delaware
Eagle Holdco 3 LLC	Delaware
Eagle Natrium LLC	Delaware
Eagle US 2 LLC	Delaware
Exterior Portfolio, LLC	Ohio
Georgia Gulf Lake Charles, LLC	Delaware
Rome Delaware Corp.	Delaware
Royal Plastics Group (U.S.A.) Limited	Delaware
Royal Window and Door Profiles Plant 13 Inc.	Pennsylvania

Annex B

Other Guarantors

Other Guarantor	State of Incorporation
Eagle Pipeline, Inc.	Louisiana
PHH Monomers, L.L.C.	Louisiana
Plastic Trends, Inc.	Michigan
Royal Group Sales (USA) Limited	Nevada
Royal Mouldings Limited	Nevada
Royal Window and Door Profiles Plan 14 Inc.	Washington

EX-5.2

Exhibit 5.2

March 25, 2014

Axiall Corporation

Eagle Spinco Inc.
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328

Re:2023 Guaranty and 2021 Guaranty of Plastic Trends, Inc. Relating to the Exchange Offers Described in the Registration Statement on Form S-4 Filed by Axiall Corporation and Eagle Spinco Inc.

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel in the State of Michigan to Plastic Trends, Inc., a Michigan corporation (“PTI”) and wholly-owned subsidiary of Axiall Corporation, a Delaware corporation (“Axiall”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Axiall, Eagle Spinco Inc., a Delaware corporation (“Eagle Spinco” and, together with Axiall, the “Issuers”), the Covered Guarantors (as defined below) and the Other Guarantors (as defined below) to which this opinion has been filed as an exhibit.  The Registration Statement relates to (a) the proposed issuance and exchange (the “2023 Exchange Offer”) of up to $450,000,000 aggregate principal amount of 4.875% Senior Notes due 2023 of Axiall (the “Exchange 2023 Notes”) for an equal principal amount of 4.875% Senior Notes due 2023 of Axiall outstanding on the date hereof (the “Original 2023 Notes”) and (b) the proposed issuance and exchange (the “2021 Exchange Offer” and, together with the 2023 Exchange Offer, the “Exchange Offers”) of up to $688,000,000 aggregate principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco (the “Exchange 2021 Notes”) for an equal principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco outstanding on the date hereof (the “Original 2021 Notes”).

The Original 2023 Notes have been, and the Exchange 2023 Notes will be, issued pursuant to the indenture, dated as of February 1, 2013, as amended or supplemented from time to time (the “Axiall Indenture”), by and among Axiall, Eagle Spinco, the guarantors listed on Exhibit A hereto (each, a “Covered Guarantor” and, together, the “Covered Guarantors”), PHH Monomers, L.L.C., Plastic Trends, Inc., Royal Group Sales (USA) Limited, Royal Mouldings Limited, Royal Window and Door Profiles Plant 13 Inc. and Royal Window and Door Profiles Plan 14 Inc. (collectively, the “Other Guarantors” and, together with the Covered Guarantors and Eagle Spinco, the “2023 Note Guarantors”) and U.S. Bank, National Association, as trustee (the

“Trustee”).  The Original 2023 Notes are, and the Exchange 2023 Notes will be, guaranteed (each, a “2023 Guarantee”) on a joint and several basis by the 2023 Note Guarantors.

The Original 2021 Notes have been, and the Exchange 2021 Notes will be, issued pursuant to an indenture, dated as of January 28, 2013, as amended or supplemented from time to time (the “Eagle Spinco Indenture”), by and among Eagle Spinco, Axiall, the Covered Guarantors, the Other Guarantors (Axiall, the Covered Guarantors and the Other Guarantors are collectively referred to as the “2021 Note Guarantors”) and the Trustee.  The Original 2021 Notes are, and the Exchange 2021 Notes will be, guaranteed (each, a “2021 Guarantee”) on a joint and several basis by the 2021 Note Guarantors.

In so acting, we have reviewed the (i) the Axiall Indenture, dated as of February 1, 2013, and First Supplemental Indenture relating thereto, dated as of December 30, 2013, and the Registration Rights Agreement, dated as of February 1, 2013, relating to the Original 2023 Notes, (ii) the Eagle Spinco Indenture and First Supplemental Indenture relating thereto, each dated as of January 28, 2013, and the Second Supplemental Indenture relating thereto, dated as of December 30, 2013, and the Registration Rights Agreement, dated as of January 30, 2013, relating to the Original 2021 Notes, and (iii) the Registration Statement ((i) through (iii), inclusive, together with the Form T-1 of the Trustee to be filed as an exhibit to the Registration Statement, and any other document executed or to be executed pursuant to 2023 Exchange Offer and the 2021 Exchange Offer are collectively referred to herein as the “Transaction Documents”).  We have also examined originals or copies (certified or otherwise identified to our satisfaction) of (a) certain corporate records, agreements, documents and other instruments set forth on Exhibit B (the “Organizational Documents”), including the Articles of Incorporation of PTI, dated May 22, 1968, filed with the Michigan Department of Treasury on May 27, 1968, and certified as a true copy by the Michigan Department of Licensing and Regulatory Affairs on January 10, 2013 (“Articles of Incorporation”) and (b) certain certificates or comparable documents of public officials (including the good standing certificate listed on Exhibit B and of officers and representatives of the Company and have made such inquiries of such officers and representatives (including the Certificate attached as Exhibit C) as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents.  As to all questions of fact material to these opinions, we have relied upon certificates or comparable documents of officers and representatives of PTI and upon the representations and warranties contained in the Transaction Documents.  We have not undertaken any independent investigations to determine the accuracy of the foregoing, and no inference that we have any knowledge of any matters should be drawn from our representation of PTI for the sole purpose of

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rendering the opinions contained herein.  We have also assumed (i) the valid existence and good standing of each party other than PTI to the Transaction Documents, (ii) that each party other than PTI to the Transaction Documents has the requisite entity power and authority to enter into and perform its respective obligations under the applicable Transaction Documents, (iii) the due authorization, execution, delivery and performance by each party other than PTI to the Transaction Documents, and (iv) the enforceability, validity and binding effect of the Transaction Documents under the laws of each applicable jurisdiction other than the State of Michigan.

Based on the foregoing, and subject to the qualifications, limitations and assumptions stated herein, we are of the opinion that:

1.The 2023 Guarantee of the Exchange 2023 Notes, when the Exchange 2023 Notes are issued and delivered in exchange for the Original 2023 Notes in accordance with the terms of the 2023 Exchange Offer, will constitute a valid and binding obligation of PTI.

2.The 2021 Guarantee of the Exchange 2021 Notes, when the Exchange 2021 Notes are issued and delivered in exchange for the Original 2021 Notes in accordance with the terms of the 2021 Exchange Offer, will constitute a valid and binding obligation of PTI.

We have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Registration Statement including, but not limited to, the prospectus constituting a part of such Registration Statement.

We have assumed: (i) that the 2023 Exchange Offer and the 2021 Exchange Offer will be conducted solely in the manner contemplated by the Transaction Documents and in accordance with all applicable laws, and (ii) the accuracy and completeness of the representations and warranties and the compliance with the covenants and agreements set forth in the Transaction Documents and any other document executed or to be executed pursuant thereto.

With the exception of the 2023 Guarantee of the Exchange 2023 Notes of PTI and the 2021 Guarantee of the Exchange 2021 Notes of PTI, we express no opinion as to the validity, binding effect or enforceability of any provision in the Transaction Documents or in any other any document.  We express no opinion as to the effect on the Transaction Documents, or the transactions contemplated thereunder, of any state securities or “blue sky” laws, the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, or any other securities laws.

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Our opinions are subject to the effect of the compliance or noncompliance of any person or entity (collectively, “Person”) with any state or federal laws or regulations applicable to such Person because of such Person’s legal or regulatory status or the nature of such Person’s business or which require such Person to qualify to conduct business in any jurisdiction.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

The opinions expressed herein are further limited to the law of the State of Michigan, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. Further, these opinions are given on and as of the date hereof only, and do not contemplate and no opinion is given or intended, with respect to future events or subsequent changes in law or fact.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to Maddin, Hauser, Roth & Heller, P.C. under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement.  In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerely,

/s/ MADDIN, HAUSER,

ROTH & HELLER, P.C.

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EXHIBIT A

Covered Guarantors

Covered Guarantor	State of Incorporation
Axiall Holdco, Inc.	Delaware
Axiall Ohio, Inc.	Delaware
Axiall, LLC	Delaware
Eagle Holdco 3 LLC	Delaware
Eagle Natrium LLC	Delaware
Eagle US 2 LLC	Delaware
Exterior Portfolio, LLC	Ohio
Georgia Gulf Lake Charles, LLC	Delaware
Rome Delaware Corp.	Delaware
Royal Plastics Group (U.S.A.) Limited	Delaware
Royal Window and Door Profiles Plant 13 Inc.	Pennsylvania

EX-5.3

Exhibit 5.3

March 25, 2014

Axiall Corporation
Eagle Spinco Inc.
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328

Re:Registration Statement on Form S-4 Filed by Axiall Corporation and Eagle Spinco Inc.

Ladies and Gentlemen:

We have acted as special Washington counsel to Royal Window and Door Profiles Plant 14 Inc., a Washington corporation (the “Company”), in connection with the Registration Statement on Form S-4 filed by Axiall Corporation, a Delaware corporation (“Axiall”) and Eagle Spinco Inc., a Delaware corporation (“Eagle Spinco” and together with Axiall, the “Issuers”), the Company and other guarantors named therein (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), for the registration of (a) up to $450,000,000 in aggregate principal amount of 4.875% Senior Notes due 2023 of Axiall (the “Exchange 2023 Notes”) to be issued pursuant to that certain Indenture dated as of February 1, 2013 (the “Axiall Indenture”), by and among the Issuers, the Company, and the other guarantors named therein, and U.S. Bank National Association, as trustee (the “Trustee”); and (b) up to $688,000,000 in aggregate principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco (the “Exchange 2021 Notes”) to be issued pursuant to that certain Indenture dated as of January 28, 2013, as supplemented on January 28, 2013  (the “Eagle Spinco Indenture” and together with the Axiall Indenture, the “Indentures”), by and among the Issuers, the Company, and the other guarantors named therein, and the Trustee.

The obligations of each Issuer under the Exchange 2023 Notes and the Exchange 2021 Notes, respectively, will be guaranteed by certain subsidiaries of the Issuers, including the Company, pursuant to the guarantees contained in the Axiall Indenture and the Eagle

Spinco Indenture, respectively (collectively, the “Guarantees”).  Except as otherwise indicated herein, capitalized terms defined in the Indentures are used herein as defined in the Indentures.

A.Documents and Matters Examined

In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers and representatives of the Issuers and the Company as we have considered necessary to provide a basis for the opinions expressed herein, including the Indentures and the Registration Statement.  As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), (b) information provided in certificates of officers/representatives of the Issuers and the Company, (c) written statements of representatives of the Issuers and the Company and (d) the representations and warranties of the Issuers and the Company in the Indentures and the Registration Statement.  We have not independently verified the facts so relied on.

B.Assumptions

We have relied, without investigation, on the following assumptions:

B-1Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals and all signatures on executed documents are genuine.

B-2All individuals have sufficient legal capacity to perform their functions with respect to Indentures and the transactions contemplated by the Indentures, the Registration Statement, and the related documents thereto.

B-3The Indentures and the other documents reviewed by us are valid and binding obligations of each party thereto, enforceable in accordance with their respective terms, and each such party has complied with all legal requirements pertaining to its status relevant to its right to enforce the Indentures against the Company.

B-4The Indentures and the Guarantees contained therein have not been amended, modified, rescinded, or supplemented in any way, other than the pursuant to the Supplemental Indenture dated as of December 30, 2013, which

2

supplemented the Axiall Indenture, and the Supplemental Indenture dated as of December 30, 2013, which supplemented the Eagle Spinco Indenture.

C.Opinions

Based on the foregoing and subject to the qualifications and exclusions stated below, we express the following opinions:

C-1The Company is a corporation validly existing under Washington law.

C-2The Company (a) had the corporate power to execute and deliver the Indentures at the time of such execution and delivery, (b) had taken all corporate action necessary to authorize the execution and delivery of the Indentures at the time of such execution and delivery, and (c) duly executed and delivered the Indentures.

C-3The Company has the corporate power to perform its obligations under the Indentures, including the Guarantees contained therein.

C-4The Company’s execution and delivery of the Indentures and performance of its obligations under the Indentures (including the performance of its Guarantees contained therein) did not violate, as of the date of the applicable Indenture, (a) the laws of the State of Washington that we examined in rendering the opinions expressed herein and that in our experience are typically applicable to agreements similar to the Indentures, (b) the court orders listed on Exhibit A hereto, which list was provided by the Company in response to our request for a list of all material orders and decrees of any court, arbitrator or governmental agency binding upon the Company or its properties and issued within the last three years in a proceeding in which the Company was a party, or (c) the Company’s articles of incorporation or bylaws.

D.Qualifications; Exclusions

D-1The opinions expressed herein are subject to bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and general principles of equity.

D-2Except to the extent expressly noted to the contrary in this opinion letter, we express no opinion as to the effect, if any, that one or more of the following matters may have on the opinions expressed herein:

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(a)federal securities laws and regulations administered by the Commission, state “blue sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;

(b)federal and state laws and regulations dealing with (i) antitrust and unfair competition; (ii) filing and notice requirements (e.g., Hart-Scott-Rodino), other than requirements applicable to charter-related documents such as a certificate of merger; (iii) environmental laws and regulations; (iv) land use and subdivisions; (v) tax; (vi) patent, copyright, trademark and intellectual property; (vii) racketeering; (viii) health and safety; (ix) labor and employment; (x) national and local emergencies; (xi) possible judicial deference to acts of sovereign states; (xii) criminal and civil forfeiture laws; (xiii) statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); and (xiv) regulation of lenders or the conduct of the business of lenders and that may relate to the Indentures;

(c)Federal Reserve Board margin regulations;

(d)compliance with fiduciary duty requirements;

(e)the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, cities, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and judicial decisions to the extent that they deal with any of the foregoing;

(f)fraudulent transfer and fraudulent conveyance laws;

(g)pension and employee benefit laws and regulations;

(h)the Company’s title to or the condition of title of any property; and

(i)the creation, attachment, perfection, priority or enforcement of liens or encumbrances.

D-3We express no opinion as to the enforceability of the Indentures or the Guarantees contained therein.

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D-4Notwithstanding any provisions in any Indenture to the effect that the such Indenture reflects the entire understanding of the parties with respect to the matters described therein, Washington courts may consider extrinsic evidence of the circumstances surrounding the negotiation and execution of the Indentures to ascertain the intent of the parties in using the language employed in such Indenture, regardless of whether or not the meaning of the language used in the Indenture is plain and unambiguous on its face, and may determine that additional or supplemental terms can be incorporated into the Indenture.

D-5We express no opinion as to the accuracy, completeness or sufficiency of any information contained in any filings with the Commission or any state securities regulatory agency, including the Registration Statement.

For purposes of expressing the opinions herein, (a) we have examined the laws of Washington, (b) we have assumed that those laws govern the construction, interpretation and enforcement of the Indentures, whether or not any of the Indentures include a choice-of-law provision stipulating the application of the laws of some other jurisdiction and (c) our opinions are limited to such laws.  We have not reviewed, nor are our opinions in any way predicated on an examination of, the laws of any other jurisdiction, and we expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.

The opinions expressed herein (a) are limited to matters expressly stated herein, and no other opinions may be implied or inferred, including that we have performed any actions in order to provide the legal opinions and statements contained herein other than as expressly set forth, and (b) are as of the date hereof (except as otherwise noted above).  We disclaim any undertaking or obligation to update these opinions for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention.

[Remainder of this page intentionally left blank.]

5

The opinions herein may be relied upon by your counsel, Jones Day, in connection with their providing certain legal opinions in connection with the filing of the Registration Statement.  We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement.  In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations promulgated under the Act, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Act or the related rules and regulations promulgated under the Act.  No expansion of our opinions may be made by implication or otherwise.

Very truly yours,

/s/ Perkins Coie

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EX-5.4

Exhibit 5.4

March 25, 2014

Axiall Corporation, Eagle Spinco Inc.
and the Subsidiaries (as defined below)
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328

Ladies and Gentlemen:

We have acted as special counsel in the State of Louisiana ( the “State”) to PHH Monomers, L.L.C., a Louisiana limited liability company, and Eagle Pipeline, Inc., a Louisiana corporation, (each, a “Subsidiary”, and collectively, the “Subsidiaries”, ) in connection with the proposed issuance and exchange (the “2023 Exchange Offer”) of up to $450,000,000 aggregate principal amount of 4.875% Senior Notes due 2023 (the “Exchange 2023 Notes”) of Axiall Corporation, a Delaware corporation (“Axiall”) for an equal principal amount of 4.875% Senior Notes due 2023 of Axiall outstanding on the date hereof (the “Original 2023 Notes”) and (b) the proposed issuance and exchange (the “2021 Exchange Offer”) of up to $688,000,000 aggregate principal amount of 4.625% Senior Notes due 2021 (the “Exchange 2021 Notes”) of Eagle Spinco Inc., a Delaware corporation (“Eagle Spinco”) for an equal principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco outstanding on the date hereof (the “Original 2021 Notes”, and together with the Exchange 2021 Notes, the Original 2023 Notes and the Exchange 2023 Note, the “Notes”).

The Original 2023 Notes have been, and the Exchange 2023 Notes will be, issued under the Indenture, dated as of February 1, 2013 (the “Base 2023 Indenture”), as supplemented by the First Supplemental Indenture, dated as of December 30, 2013 (the “Supplemental 2023 Indenture,” and together with the Base 2023 Indenture, the “2023 Indenture”) by and among Axiall, as issuer, the Subsidiaries, other subsidiaries of Axiall, and U.S. Bank, National Association, as trustee (the “Trustee”). The Original 2021 Notes have been, and the Exchange 2021 Notes will be, issued under the Indenture, dated as of January 28, 2013 (the “Base 2021 Indenture”), as supplemented by the First Supplemental Indenture, dated as of January 28, 2013 (the “First Supplemental 2021 Indenture,”) and as supplemented by the Second Supplemental Indenture, dated as of December 30, 2013 (the “Second Supplemental 2021 Indenture,” and together with the First Supplemental 2021 Indenture and the Base 2021 Indenture, the “2021 Indenture”) by and among Eagle Spinco, as issuer, the Subsidiaries, other guarantors party thereto, and the Trustee.

In rendering the opinions hereinafter set forth, we have reviewed final forms of the following documents (collectively, the “Transaction Documents”):

1.copies of each of the 2023 Indenture and the 2021 Indenture;

2.a Subsidiary Certificate of each Subsidiary delivered to us in connection with this opinion letter (collectively, the “Subsidiary Certificates”); and

3.a copy of a certificate issued by the Secretary of State of the State of Louisiana, as to the existence and good standing of the each Subsidiary (the “Good Standing Certificate”).

4.a copy of the Articles of Organization of PHH Monomers, L.L.C. filed with the Louisiana Secretary of State on May 22, 1995 (the “PHH Articles”);

5.a copy of the Operating Agreement by and between PPG Industries, Inc., Vista Chemical Company and PHH Monomers, L.L.C. dated June 7, 1995, as amended by that certain PHH Monomers, L.L.C. First Amendment to Operating Agreement dated September 30, 1996 (the “PHH Operating Agreement”);

6.a copy of PHH Monomers, L.L.C. Action Taken by Written Consent in Lieu of a Meeting dated January 14, 2013, and a copy of PHH Monomers, L.L.C. Action Taken by Written Consent in Lieu of a Meeting dated January 28, 2013  (the “PHH Consent”);

7.a copy of the Articles of Incorporation of Eagle Pipeline, Inc., dated November 19, 1986, as amended by amendment dated November 15, 2012 (the “Eagle Articles”);

8.a copy of the by-laws of Eagle Pipeline, Inc. dated November 19, 1986 (the “Eagle Bylaws”); and

9.a copy of the Eagle Pipeline, Inc. Action Taken by Written Consent in Lieu of a Meeting dated January 14, 2013, and a copy of the Eagle Pipeline, Inc. Action Taken by Written Consent in Lieu of a Meeting dated January 28, 2013 (the “Eagle Consent”).

The documents referred to in the immediately preceding paragraph numbered 1 above are referred to herein collectively as the “Opinion Documents”. Items 4 through 9 above are collectively referred to as the “Organizational Documents.”

We have also reviewed such other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions hereinafter set forth.  We are rendering this opinion to you at the request of the Subsidiaries.  As to factual matters, with your consent, we have relied upon the Subsidiary Certificates attached hereto as Exhibit B. We have also relied upon the opinion of Jones Day, a copy of which has been filed as Exhibit 5.1 to the Registration Statement (the “Registration Statement”) to which this opinion has been filed as an exhibit, with respect to matters relating to the Opinion Documents and the subsidiaries governed by laws other than the laws of the State of Louisiana as set forth in such Exhibit 5.1.

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In rendering the opinions hereinafter set forth, we have assumed, and to our knowledge there are no facts inconsistent with, the following were true and correct as of the date of each respective party’s execution of the Opinion Documents and as of the date hereof:

(i)Other than as set forth in Opinions 2 and 3 below with respect to the Subsidiaries, each of the parties to the Opinion Documents have duly and validly executed and delivered each such Opinion Document.

(ii)Each party’s obligations set forth in the Opinion Documents are its legal, valid and binding obligations, enforceable against each such party in accordance with their respective terms.

(iii)Other than as set forth in Opinions 2 and 3 below with respect to the Subsidiaries, each party, and any signatory on their behalf, executing any of the Opinion Documents was and is duly authorized to do so.

(iv)Each natural person executing any of the Opinion Documents was and is legally competent to do so.

(v)All signatures of parties on the Opinion Documents are genuine.

(vi)The documents reviewed by us conform to the originals thereof.

(vii)Each of the parties to the Opinion Documents, other than the Subsidiaries, was and is validly existing and in good standing under the laws of the jurisdiction governing its organization, and has all entity power and authority required to carry on its business as now conducted and to execute, deliver and perform the Opinion Documents, and the execution, delivery and performance of the Opinion Documents, and the consummation of the transactions contemplated thereby did not and does not violate the organizational documents, or any corporate or other law pertinent to, or agreement or court order or judgment binding upon, each party thereto.

(viii)There were and there are no documents or agreements between or among the parties to the Opinion Documents which alter the provisions of the Opinion Documents and which would have an effect on the opinions expressed in this opinion letter.

(ix)The issuance and sale of the Notes pursuant to the Opinion Documents were and are in compliance with applicable securities laws and blue-sky laws.

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(x)The 2021 Base Indenture was executed and delivered prior to the effectiveness of the merger of Eagle Spinco Inc. into a wholly owned subsidiary of Axiall Corporation, and the First Supplemental 2021 Indenture and the Base 2023 Indenture were executed and delivered subsequent to the effectiveness of such merger.

Subject to the foregoing assumptions and subject to the qualifications hereafter set forth, we are of the opinion that:

1.Based solely on the Certificates of Good Standing attached hereto as Exhibit A (each a “Certificate of Good Standing”), each Subsidiary is organized in the State, is validly existing under the laws of the State, and is in good standing in the State. Based solely on the Certificates of Good Standing attached hereto as Exhibit A and the Organizational Documents, each Subsidiary has the corporate or other applicable power and authority to own, lease and operate its properties and to conduct its business in the State and to enter into and perform its obligations under the Opinion Documents.

2.The execution, delivery and performance of each of the Opinion Documents entered into by each Subsidiary which is a party thereto and the transactions contemplated thereby are within such Subsidiary’s powers and have been duly authorized by all necessary action on the part of such Subsidiary.

3.The Opinion Documents have been duly authorized, executed and delivered by each Subsidiary which is a party thereto.

4.The execution, delivery and performance by the Subsidiaries of each of the Opinion Documents (to which each is a party) and consummation of the transactions contemplated thereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority of the State, except such as have been obtained or made and are in full force and effect, and except as may be required under the Securities Act and applicable state securities or blue sky laws (on which no opinion is expressed) and (b) will not violate the Organizational Documents of the Subsidiaries and (c) will not violate any law, statute, rule or regulation of the State or any judgment, decree or order of any Governmental Authority of the State known to us to be applicable to any Subsidiary, except as may be applicable under the Securities Act, applicable state securities or blue sky laws (on which no opinion is expressed).

In addition to the qualifications set forth above, the opinions set forth herein are also subject to the following additional qualifications and limitations:

1.This opinion is rendered as of the date hereof and we undertake no obligation to advise you as to any change in the matters set forth herein after the date of this letter.

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2.We are not opining as to any securities laws, blue-sky law, zoning, land use or environmental laws.  We have not been requested to review, and have not undertaken to review, federal banking laws or regulations.  We express no opinion with respect to any proposed transfer or exchange of the Notes, the requirements therefor, or the application of any federal or state laws applicable to the sale or transfer of any interest in any Notes.  We express no opinion as to whether the interest received on the Notes is exempt from income taxation.

3.This opinion is limited to the matters expressly stated and is rendered solely in connection with the Opinion Documents, unless otherwise expressly stated herein. We express no opinion as to any instrument or agreement referred to or incorporated by reference in the Transaction Documents.

4.The opinions expressed above are expressly given subject to: (i) the effect of applicable bankruptcy, arrangement, fraudulent transfer, insolvency, moratorium, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights; (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, commercial reasonableness, conscionability, good faith and fair dealing.

5.No opinion is to be implied herein or inferred herefrom as to (a) the financial ability of any Subsidiary to meet its obligations under each of the Transaction Documents, (b) the truthfulness or accuracy of any financial statements, reports, plans or documents or other facts furnished to you by any Subsidiary in connection with the Transaction Documents, (c) the truthfulness or accuracy of any statements of fact made by any Subsidiary in the Transaction Documents or any other documents described herein except to the extent that such matters are expressly addressed herein, or (d) whether any of the obligations, covenants or agreements contained in the Transaction Documents in fact have been or will be fulfilled, completed or performed, except as may be expressly addressed herein.  We have assumed that no facts exist that would make available the defenses of error, fraud or other vices of consent.

6.We express no opinion as to any state or federal tax laws.

7.We express no opinion as to whether the Subsidiaries have made any filings or obtained or maintained any authorizations or permits required by or necessary for the performance of the Opinion Documents or the operation of its business, including, without limitation, whether or not the Subsidiaries are in compliance with any environmental law or regulation, any Corps of Engineers regulation or any zoning, health or safety law or regulation.

We are admitted to practice in the State.  We express no opinion as to matters under or involving the laws of any jurisdiction other than the laws of the United States and the State.  Our opinions set forth herein are based on our consideration of only those Louisiana and federal

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statutes, rules, regulations and judicial decisions which, in our experience, are normally applicable to or normally relevant in connection with a transaction of the type contemplated in the Transaction Documents.

This opinion is rendered as of the date hereof and no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.

We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement and to the reference to Phelps Dunbar, LLP under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement.  In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Phelps Dunbar LLP

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EX-5.5

Exhibit 5.5

March 25, 2014

Axiall Corporation, Eagle Spinco Inc.

and the Guarantors (as defined below)

1000 Abernathy Road, Suite 1200

Atlanta, Georgia 30328

Re:Registration Statement on Form S 4 Filed by Axiall Corporation and Eagle Spinco Inc. Relating to the Exchange Offers (as defined below)

Ladies and Gentlemen:

We have acted as special Nevada counsel for Royal Group Sales (USA) Limited, a Nevada corporation (“Royal Group Sales”), and Royal Mouldings Limited, a Nevada corporation (“Royal Mouldings,” and together with Royal Group Sales, the “Nevada Guarantors”), in connection with the Registration Statement on Form S 4 filed by Axiall Corporation, a Delaware corporation (“Axiall”), Eagle Spinco Inc., a Delaware corporation (“Eagle Spinco” and, together with Axiall, the “Issuers”), the Nevada Guarantors, and the Other Guarantors (as defined below) (the “Registration Statement”) to which this opinion has been filed as an exhibit.  The Registration Statement relates to (a) the proposed issuance and exchange (the “2023 Exchange Offer”) of up to $450,000,000 aggregate principal amount of 4.875% Senior Notes due 2023 of Axiall (the “Exchange 2023 Notes”) for an equal principal amount of 4.875% Senior Notes due 2023 of Axiall outstanding on the date hereof (the “Original 2023 Notes”) and (b) the proposed issuance and exchange (the “2021 Exchange Offer”) of up to $688,000,000 aggregate principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco (the “Exchange 2021 Notes”) for an equal principal amount of 4.625% Senior Notes due 2021 of Eagle Spinco outstanding on the date hereof (the “Original 2021 Notes”).

The Original 2023 Notes have been, and the Exchange 2023 Notes will be, issued pursuant to the indenture, dated as of February 1, 2013, as amended or supplemented from time to time (the “Axiall Indenture”), by and among Axiall, Eagle Spinco, the Nevada Guarantors, and the guarantors listed on Annex A hereto (each, an “Other Guarantor” and, together, the “Other Guarantors”;  the Other Guarantors, Eagle Spinco and the Nevada Guarantors are collectively referred to as the “2023 Note Guarantors”) and U.S. Bank, National Association, as trustee (the “Trustee”).  The Original 2023 Notes are, and the Exchange 2023 Notes will be, guaranteed (each, a “2023 Guarantee”) on a joint and several basis by the 2023 Note Guarantors.

The Original 2021 Notes have been, and the Exchange 2021 Notes will be, issued pursuant to an indenture, dated as of January 28, 2013, as amended or supplemented from time to time (the “Eagle Spinco Indenture”), by and among Eagle Spinco, Axiall, the Nevada Guarantors, the Other Guarantors (the Other Guarantors, Axiall and the Nevada Guarantors are collectively referred to as the “2021 Note Guarantors”) and the Trustee.  The Original 2021 Notes are, and the Exchange 2021 Notes will be, guaranteed (each, a “2021 Guarantee”) on a joint and several basis by the 2021 Note Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.  Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.The 2023 Note Guarantee of the Exchange 2023 Notes (each, an “Exchange 2023 Guarantee” and together, the “Exchange 2023 Guarantees”) of each Nevada Guarantor, when it is issued and delivered in exchange for the 2023 Guarantee of the Original 2023 Notes (together, the “Original 2023 Guarantees”) of each Nevada Guarantor in accordance with the terms of the 2023 Exchange Offer, will constitute a valid and binding obligation of such Nevada Guarantor.

2.The 2021 Note Guarantee of the Exchange 2021 Notes (each, an “Exchange 2021 Guarantee” and together, the “Exchange 2021 Guarantees”) of each Nevada Guarantor, when it is issued and delivered in exchange for the 2021 Guarantee of the Original 2021 Notes (together, the “Original 2021 Guarantees”) of such Nevada Guarantor in accordance with the terms of the 2021 Exchange Offer, will constitute a valid and binding obligation of such Nevada Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For the purposes of the opinions expressed herein, we have assumed that (i) each of the Axiall Indenture and the Eagle Spinco Indenture have been duly authorized, executed and delivered by the Trustee and constitute valid, binding and enforceable obligations of the Trustee, (ii) the Original 2023 Notes have been duly authenticated by the Trustee in accordance with the Axiall Indenture and (iii) the Original 2021 Notes have been duly authenticated by the Trustee in accordance with the Eagle Spinco Indenture.

For the purposes of our opinion set forth in paragraph 1, we have assumed that the Exchange 2023 Notes, will be executed by Axiall, authenticated by the Trustee in accordance with the Axiall Indenture, issued and delivered in exchange for the Original 2023 Notes in accordance

with the terms of the 2023 Exchange Offer, and will be the valid and binding obligations of Axiall.  For the purposes of our opinion set forth in paragraph 2, we have assumed that the Exchange 2021 Notes, will be executed by Eagle Spinco, authenticated by the Trustee in accordance with the Eagle Spinco Indenture, issued and delivered in exchange for the Original 2021 Notes in accordance with the terms of the 2021 Exchange Offer, and will be the valid and binding obligations of Eagle Spinco.

We are qualified to practice law only in the State of Nevada. Therefore, in rendering the opinion expressed in Paragraphs 1 and 2 above, we have relied solely upon the opinion of Jones Day, a copy of which has been filed as Exhibit 5.1 to the Registration Statement, with respect to matters relating to the Issuers, the Other Guarantors and the Nevada Guarantors governed by laws other than the laws of the State of Nevada as set forth in such Exhibit 5.1.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Nevada Guarantors and others.  The opinions expressed herein are limited to the laws of the State of Nevada as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction, on the opinions expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.5 to the Registration Statement and to the reference to Woodburn and Wedge under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement.  In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
WOODBURN AND WEDGE
By:	/s/ Shawn G. Pearson
	Shawn G. Pearson

Annex A

Other Guarantors

Covered Guarantor	State of Incorporation
Axiall Holdco, Inc.	Delaware
Axiall Ohio, Inc.	Delaware
Axiall, LLC	Delaware
Eagle Holdco 3 LLC	Delaware
Eagle Natrium LLC	Delaware
Eagle Pipeline, Inc.	Louisiana
Eagle US 2 LLC	Delaware
Exterior Portfolio, LLC	Ohio
Georgia Gulf Lake Charles, LLC	Delaware
Rome Delaware Corp	Delaware
Royal Plastics Group (U.S.A.) Limited	Delaware
PHH Monomers, L.L.C.	Louisiana
Plastic Trends, Inc.	Michigan
Royal Window and Door Profiles Plant 13 Inc.	Pennsylvania
Royal Window and Door Profiles Plan 14 Inc.	Washington

EX-12.1

Exhibit 12.1

Ratio of Earnings to Fixed Charges Worksheet

(In millions except ratio)

	Year Ended December 31,
Ratio of Earnings to Fixed Charges	2013			2012		2011			2010		2009
Fixed Charges :
Interest expense	$	77.6		$	57.5	$	65.6		$	69.8	$	131.1
Add backs:
Interest capitalized	0.7			0.3		0.4			0.6		1.0
Interest element of rentals (a)	18.0			11.1		11.1			11.2		11.2
Total Fixed Charges	$	96.3		$	68.9	$	77.1		$	81.6	$	143.3
Earnings :
Pretax income from continuing operations	$	241.6		$	177.7	$	53.5		$	44.0	$	225.6
Add back:
Minority interest	—			—		0.1			—		0.1
Income (loss) from equity method investees	(1.7		)	2.9		2.3			1.9		2.0
Subtotal - Pretax income from continuing operations before adjustments for minority interest in consolidated subsidiaries or income (loss) from equity method investee	243.3			174.8		51.2			42.1		223.6
Fixed charges	96.3			68.9		77.1			81.6		143.3
Add backs:
Amortization of capitalized interest expense	0.5			1.2		1.2			1.3		1.5
Distributed income of equity method investees	0.8			2.7		2.0			1.3		3.1
Subtotal of addbacks	97.6			72.8		80.3			84.2		147.9
Reductions:
Interest capitalized	0.7			0.3		0.4			0.6		1.0
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges	—			—		(0.1		)	—		(0.1		)
Subtotal of reductions	0.7			0.3		0.3			0.6		0.9
Subtotal Earnings	$	340.2		$	247.3	$	131.2		$	125.7	$	370.6
Ratio of Earnings to Fixed Charges	3.5			3.6		1.7			1.5		2.6

(a) We estimated our interest factor for rentals to be 33.3 percent of our actual rental costs.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4 No. 333-            ) of Axiall Corporation for the registration of debt securities and to the incorporation by reference therein of our reports dated February 28, 2014, with respect to the consolidated financial statements of Axiall Corporation, and the effectiveness of internal control over financial reporting of Axiall Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

	/s/ Ernst & Young LLP
Atlanta, Georgia
March 24, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated May 14, 2013 related to the combined financial statements of the PPG Chlor-alkali and Derivatives Business incorporated by reference from Exhibit 99.1 to Axiall Corporation’s Current Report on Form 8-K dated May 23, 2013 as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 (which report expresses an unqualified opinion and includes explanatory paragraphs regarding the allocations of certain costs from PPG Industries, Inc. and the merger of the PPG Chlor-alkali and Derivatives Business with a subsidiary of Georgia Gulf Corporation subsequent to December 31, 2012), and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania

March 24, 2014

EX-25.1

Exhibit 25.1

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

o  Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Jack Ellerin

U.S. Bank National Association

Two Midtown Plaza

1349 West Peachtree Street, Suite 1050

Atlanta, GA  30309

(404) 898-8830

(Name, address and telephone number of agent for service)

Axiall Corporation

(Parent Issuer and Guarantor with respect to the Securities)

Delaware	58-1563799
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Eagle Spinco Inc.

(Registrant Subsidiary Issuer and Guarantor with respect to the Securities)

Delaware	46-0769929
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1000 Abernathy Road, Suite 1000 Atlanta, GA 30328	30328
(Address of Principal Executive Offices)	(Zip Code)

4.875% Senior Notes due 2023 of Axiall Corporation

4.625% Senior Notes due 2021 of Eagle Spinco Inc.

(Title of the Indenture Securities)

FORM T-1

Item 1.      GENERAL INFORMATION.  Furnish the following information as to the Trustee.

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

Comptroller of the Currency

Washington, D.C.

b)        Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.     AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4.	A copy of the existing bylaws of the Trustee.**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of September 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

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** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, 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, State of Georgia on the 21st of March, 2014.

By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

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Exhibit 2 Comptroller of the currency Administrator of National Banks Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE I, Thomas J, Curry, Comptroller of the Currency, do hereby certify that:  1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.  2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date this certificate.  IN TESTIMONY WHEREOF, today, February 27, 2013, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.  Comptroller of the Currency

Exhibit 3 Comptroller of the Currency Administrator of National Banks Washington, DC 20219 CERTIFICATION OF FIDUCIARY POWERS I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:  1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.  2. “U.S. Bank National Association, “Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.  IN TESTIMONY WHEREOF, today, February 27, 2013, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.  Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 21, 2014

By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2013

($000’s)

	12/31/2013
Assets
Cash and Balances Due From Depository Institutions	$	8,472,724
Securities	79,357,671
Federal Funds	76,693
Loans & Lease Financing Receivables	232,699,923
Fixed Assets	4,466,915
Intangible Assets	13,365,332
Other Assets	22,039,020
Total Assets	$	360,478,278
Liabilities
Deposits	$	271,150,926
Fed Funds	2,539,914
Treasury Demand Notes	0
Trading Liabilities	432,300
Other Borrowed Money	29,623,570
Acceptances	0
Subordinated Notes and Debentures	5,586,320
Other Liabilities	11,722,618
Total Liabilities	$	321,055,648
Equity
Common and Preferred Stock	18,200
Surplus	14,231,212
Undivided Profits	24,312,465
Minority Interest in Subsidiaries	$	860,753
Total Equity Capital	$	39,422,630
Total Liabilities and Equity Capital	$	360,478,278

7

EX-99.1

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Exhibit 99.1

AXIALL CORPORATION

LETTER OF TRANSMITTAL
OFFER TO EXCHANGE

Up to $450,000,000
Aggregate Principal Amount of Newly
Issued 4.875% Senior Notes due 2023

For

a Like Principal Amount of Outstanding
Restricted 4.875% Senior Notes due 2023
(CUSIP NOs: 373200AYO / U37332AH3)

Deliver to:
U.S. BANK, NATIONAL ASSOCIATION, AS EXCHANGE AGENT

THE EXCHANGE OFFER EXPIRES AT 9 A.M. NEW YORK CITY TIME ON                        , 2014, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

        As set forth in the Prospectus, dated                        , 2014 (the "Prospectus"), and in this corresponding Letter of Transmittal, this form or one substantially similar must be used to accept the offer of Axiall Corporation (the "Company") to exchange (the "Exchange Offer") its 4.875% Senior Notes due 2023 (the "Exchange Notes"), which will be issued in a transaction registered under the Securities Act of 1933 (the "Securities Act"), for any and all of the Company's outstanding restricted 4.875% Senior Notes due 2023 (the "Original Notes").

        The Original Notes were issued, and the Exchange Notes will be issued, pursuant to an indenture, dated as of February 1, 2013, by and among the Company, the guarantors signatory thereto (collectively, the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of December 30, 2013 by and among the Company, the Guarantors and the Trustee.

        Capitalized terms used but not defined in this Letter of Transmittal have the meanings assigned to them in the Prospectus. All terms and conditions contained in, or otherwise referred to in, the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the "terms and conditions."

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter of Transmittal, should be directed to the exchange agent as indicated below.

By Registered or Certified Mail, Overnight Courier or Hand Delivery:	Facsimile Transmission Number:	Confirm by Telephone or for Information:
U.S. Bank National Association Attn: Specialized Finance 111 Fillmore Ave E Mail Station—EP-MN-WS2N St. Paul, MN 55107	(651) 466-7402 Attention: Specialized Finance	(800) 934-6802

        Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

        This Letter of Transmittal is to be used by Holders of the Original Notes. Tender of Original Notes must be made using the Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offers—Procedures for Tendering." DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent's DTC account. DTC will then send a computer-generated message known as an "agent's message" to the exchange agent for its acceptance. For you to validly tender your Original Notes in the Exchange Offer, the exchange agent must receive, prior to the Expiration Date, an agent's message under the ATOP procedures that confirms that:

•

DTC has received your instructions to tender your Original Notes; and

•

you agree to be bound by the terms and conditions of this Letter of Transmittal.

        By using the ATOP procedures to tender Original Notes, you will not be required to deliver this Letter of Transmittal to the exchange agent. However, you will be bound by its terms and conditions, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it. The tender of Original Notes by you pursuant to the procedures set forth in this Letter of Transmittal and the Prospectus will constitute an agreement between you and the Company in accordance with the terms and subject to the conditions set forth in this Letter of Transmittal and the Prospectus. If you have questions or need help, or if you would like additional copies of the Prospectus and this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

        The Exchange Notes will be issued in exchange for Original Notes in the Exchange Offer, if consummated, on the exchange date and will be delivered in book-entry form.

        As used in this Letter of Transmittal, the term "Holder" means any person in whose name Original Notes are held of record by DTC and who desires to deliver such notes by book-entry transfer at DTC.

        For each Original Note accepted for exchange, the Holder (as defined below) of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will accrue interest from the last interest payment date on which interest was paid on the Original Notes to November 15, 2014. Accordingly, registered Holders of Exchange Notes on the record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid on the Original Notes to November 15, 2014. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs after the Expiration Date.

        The Company reserves the right, at any time or from time to time, to extend this Exchange Offer at its discretion, in which event the Expiration Date will mean the latest date to which the offer to exchange is extended.

        You must follow the instructions in this Letter of Transmittal—please read this entire document carefully. If you have questions or need help, or if you would like additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

Axiall Corporation:

        According to the terms and conditions of the Exchange Offer, I hereby tender to the Company the principal amount of Original Notes credited by me to the exchange agent's account at DTC using ATOP. At the time these Original Notes are accepted by the Company and exchanged for the same principal amount of Exchange Notes, I will sell, assign, and transfer to the Company all right, title and interest in and to the Original Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Company. Upon agreement to the terms and conditions of this document pursuant to an agent's message, I irrevocably constitute and appoint the exchange agent as my agent and attorney-in-fact for the tendered Original Notes with full power of substitution to:

•

cause the Original Notes to be assigned, transferred and exchanged;

•

transfer ownership of the Original Notes on the account books maintained by DTC to the Company and deliver all accompanying evidences of transfer and authenticity to the Company; and

•

present the Original Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Original Notes according to the terms of the Exchange Offer.

        The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

        With respect to the Original Notes, I represent and warrant that I have full power and authority to tender, exchange, assign and transfer the Original Notes that I am tendering and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes. I represent and warrant that the Company will acquire good and unencumbered title to such Original Notes, free and clear of all liens, restrictions (other than restrictions on transfer), charges and encumbrances, and that such Original Notes are not and will not be subject to any adverse claim at the time the Company acquires them. I further represent that:

•

I am not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if I am an affiliate of the Company or its subsidiaries, I will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

any Exchange Notes I will acquire in exchange for the Original Notes I have tendered will be acquired in the ordinary course of business;

•

I have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution, within the meaning of the Securities Act, of any Exchange Notes issued to me;

•

I am not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for my own account; and

•

I am not restricted by any law or policy of the Securities and Exchange Commission (the "SEC") from trading the Exchange Notes acquired in the Exchange Offer.

        I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the SEC. These letters provide that Exchange Notes issued in exchange for Original Notes in the Exchange Offer may be offered for resale, resold, and otherwise transferred by a Holder of Exchange Notes, unless that person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder's business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

        If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, I acknowledge that I will deliver a prospectus in connection with any resale of the Exchange Notes. However, by this acknowledgment and by delivering a prospectus, I will not be deemed to admit that I am an "underwriter" within the meaning of the Securities Act.

        Upon request, I will execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes I have tendered.

        I understand that the Company will be deemed to have accepted validly tendered Original Notes when the Company gives notice of acceptance to the exchange agent and such acceptance and the issuance of the Exchange Notes in exchange for tendered and accepted Original Notes will constitute performance in full by the Company of its obligations under the registration rights agreement and the Company will have no further obligations or liabilities under the registration rights agreement, except in the limited circumstances defined in such agreement.

        If, for any reason, any tendered Original Notes are not accepted for exchange in the Exchange Offer, the unaccepted Original Notes will be returned to the tendering holder without charge. Such unaccepted Original Notes will be credited to an account at DTC as soon as reasonably possible after the Expiration Date or the termination of the Exchange Offer.

        All authority granted or agreed to be granted by this Letter of Transmittal will survive my death, bankruptcy or incapacity, and every obligation under this Letter of Transmittal is binding upon my heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

        I understand that tenders of Original Notes according to the procedures described in the Prospectus under the heading "The Exchange Offers—Procedures for Tendering Original Notes" and in the instructions included in this Letter of Transmittal constitute a binding agreement between myself and the Company subject to the terms and conditions of the Exchange Offer.

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:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

        By crediting the Original Notes to the exchange agent's account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, the participant in DTC confirms on behalf of itself and the beneficial owner of such Original Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner.

INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER

        1.BOOK-ENTRY CONFIRMATIONS.    Any confirmation of a book-entry transfer to the exchange agent's account at DTC of Original Notes tendered by book-entry transfer, as well as an agent's message, and any other required documents by this Letter of Transmittal, must be received by the exchange agent at its address listed on the cover of this document before 9:00 a.m., New York City time, on the Expiration Date.

        THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER BY DELIVERY OF AN AGENT'S MESSAGE WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

        The Company has the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Original Notes, and its decision will be final and binding. The Company's interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this Letter of Transmittal and in the Prospectus, will be final and binding on all parties.

        The Company has the absolute right to reject any or all of the tendered Original Notes if:

(1)

the Original Notes are not properly tendered; or



(2)

in the opinion of counsel, the acceptance of those Original Notes would be unlawful.

        The Company may also decide to waive any conditions of the Exchange Offer or any defects or irregularities of tenders of Original Notes and accept such Original Notes for exchange whether or not similar defects or irregularities are waived in the case of other Holders. Any defect or irregularity in the tender of Original Notes that is not waived by the Company must be cured within the period of time set by the Company.

        It is your responsibility to identify and cure any defect or irregularity in the tender of your Original Notes. Your tender of Original Notes will not be considered to have been made until any defect or irregularity is cured or waived. Neither the Company, the exchange agent nor any other person is required to notify you that your tender was defective or irregular, and no one will be liable for any failure to notify you of such a defect or irregularity in your tender of Original Notes. As soon as reasonably possible after the Expiration Date, the exchange agent will return to the Holder tendering any Original Notes that were invalidly tendered if the defect or irregularity has not been cured or waived.

        2.PARTIAL TENDERS.    Tenders of Original Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000.

        Any untendered Original Notes and any Exchange Notes issued in exchange for tendered and accepted Original Notes will be credited to accounts at DTC.

        3.TRANSFER TAXES.    The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are delivering this letter on behalf of a tendering Holder) if a transfer tax is imposed for any reason other than the exchange of Original Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this Letter of Transmittal or at the time the related agent's message is delivered, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Company will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.

        Except as provided in this Instruction 3, it is not necessary for transfer tax stamps to be attached to the Original Notes listed in this Letter of Transmittal.

        4.WAIVER OF CONDITIONS.    The Company may choose, at any time and for any reason, to waive or, subject to certain requirements, amend or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Original Notes in the Exchange Offer are described in the Prospectus under the heading "The Exchange Offers—Conditions to the Exchange Offers."

        5.WITHDRAWAL RIGHTS.    Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written letter, telegram, telex or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this Letter of Transmittal not later than 9:00 a.m., New York City time, on the Expiration Date. Any notice of withdrawal must include your name, the principal amount of Original Notes delivered for exchange, a statement that you are withdrawing your election to have such Original Notes exchanged, must be signed by you in the same manner as the original signature on the applicable letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the Original Notes being withdrawn, and also include the name and number of the account at DTC to be credited with withdrawn Original Notes and otherwise comply with the procedures of DTC. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and will be final and binding on all parties.

        The exchange agent will return properly withdrawn Original Notes promptly following receipt of notice of withdrawal. Properly withdrawn Original Notes may be re-tendered by following the procedures described under the heading "The Exchange Offers—Procedures for Tendering Original Notes" in the Prospectus at any time prior to 9:00 a.m., New York City time, on the Expiration Date with respect to such Original Notes.

        6.REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    If you have questions, need assistance or would like to receive additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at the address listed on the cover page of this document. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

        IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 9:00 A.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

        IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER ORIGINAL NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS AND CONDITIONS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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Exhibit 99.1

INSTRUCTIONS PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

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Exhibit 99.2

EAGLE SPINCO INC.

LETTER OF TRANSMITTAL
OFFER TO EXCHANGE

Up to $688,000,000
Aggregate Principal Amount of Newly
Issued 4.625% Senior Notes due 2021

For

a Like Principal Amount of Outstanding
Restricted 4.625% Senior Notes due 2021
(CUSIP NOs: 269871AA7/U26791AA8)

Deliver to:
U.S. BANK, NATIONAL ASSOCIATION, AS EXCHANGE AGENT

THE EXCHANGE OFFER EXPIRES AT 9 A.M. NEW YORK CITY TIME ON                        , 2014, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

        As set forth in the Prospectus, dated                        , 2014 (the "Prospectus"), and in this corresponding Letter of Transmittal, this form or one substantially similar must be used to accept the offer of Eagle Spinco Inc., a wholly owned subsidiary of Axiall Corporation (the "Company"), to exchange its 4.625% Senior Notes due 2020 (the "Exchange Notes"), which will be issued in a transaction registered under the Securities Act of 1933 (the "Securities Act"), for any and all of the Company's outstanding restricted 4.625% Senior Notes due 2021 (the "Original Notes").

        The Original Notes were issued, and the Exchange Notes will be issued, pursuant to an indenture, dated as of January 28, 2013, by and among the Company, Axiall Corporation as guarantor, the other guarantors signatory thereto (collectively, the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the first supplemental indenture, dated as of January 28, 2013, and the second supplemental indenture, dated as of December 30, 2013, by and among the Company, the Guarantors and the Trustee.

        Capitalized terms used but not defined in this Letter of Transmittal have the meanings assigned to them in the Prospectus. All terms and conditions contained in, or otherwise referred to in, the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the "terms and conditions."

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter of Transmittal, should be directed to the exchange agent as indicated below.

By Registered or Certified Mail, Overnight Courier or Hand Delivery:	Facsimile Transmission Number:	Confirm by Telephone or for Information:
U.S. Bank National Association Attn: Specialized Finance 111 Fillmore Ave E Mail Station—EP-MN-WS2N St. Paul MN, 55107	(651) 466-7402 Attention: Specialized Finance	(800) 934-6802

        Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

        This Letter of Transmittal is to be used by Holders of the Original Notes. Tender of Original Notes must be made using the Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offers—Procedures for Tendering." DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent's DTC account. DTC will then send a computer-generated message known as an "agent's message" to the exchange agent for its acceptance. For you to validly tender your Original Notes in the Exchange Offer, the exchange agent must receive, prior to the Expiration Date, an agent's message under the ATOP procedures that confirms that:

•

DTC has received your instructions to tender your Original Notes; and

•

you agree to be bound by the terms and conditions of this Letter of Transmittal.

        By using the ATOP procedures to tender Original Notes, you will not be required to deliver this Letter of Transmittal to the exchange agent. However, you will be bound by its terms and conditions, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it. The tender of Original Notes by you pursuant to the procedures set forth in this Letter of Transmittal and the Prospectus will constitute an agreement between you and the Company in accordance with the terms and subject to the conditions set forth in this Letter of Transmittal and the Prospectus. If you have questions or need help, or if you would like additional copies of the Prospectus and this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

        The Exchange Notes will be issued in exchange for Original Notes in the Exchange Offer, if consummated, on the exchange date and will be delivered in book-entry form.

        As used in this Letter of Transmittal, the term "Holder" means any person in whose name Original Notes are held of record by DTC and who desires to deliver such notes by book-entry transfer at DTC.

        For each Original Note accepted for exchange, the Holder (as defined below) of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will accrue interest from the last interest payment date on which interest was paid on the Original Notes to August 15, 2014. Accordingly, registered Holders of Exchange Notes on the record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid on the Original Notes to August 15, 2014. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs after the Expiration Date.

        The Company reserves the right, at any time or from time to time, to extend this Exchange Offer at its discretion, in which event the Expiration Date will mean the latest date to which the offer to exchange is extended.

        You must follow the instructions in this Letter of Transmittal—please read this entire document carefully. If you have questions or need help, or if you would like additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

Eagle Spinco Inc.:

        According to the terms and conditions of the Exchange Offer, I hereby tender to the Company the principal amount of Original Notes credited by me to the exchange agent's account at DTC using ATOP. At the time these Original Notes are accepted by the Company and exchanged for the same principal amount of Exchange Notes, I will sell, assign, and transfer to the Company all right, title and interest in and to the Original Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Company. Upon agreement to the terms and conditions of this document pursuant to an agent's message, I irrevocably constitute and appoint the exchange agent as my agent and attorney-in-fact for the tendered Original Notes with full power of substitution to:

•

cause the Original Notes to be assigned, transferred and exchanged;

•

transfer ownership of the Original Notes on the account books maintained by DTC to the Company and deliver all accompanying evidences of transfer and authenticity to the Company; and

•

present the Original Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Original Notes according to the terms of the Exchange Offer.

        The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

        With respect to the Original Notes, I represent and warrant that I have full power and authority to tender, exchange, assign and transfer the Original Notes that I am tendering and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes. I represent and warrant that the Company will acquire good and unencumbered title to such Original Notes, free and clear of all liens, restrictions (other than restrictions on transfer), charges and encumbrances, and that such Original Notes are not and will not be subject to any adverse claim at the time the Company acquires them. I further represent that:

•

I am not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if I am an affiliate of the Company or its subsidiaries, I will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

any Exchange Notes I will acquire in exchange for the Original Notes I have tendered will be acquired in the ordinary course of business;

•

I have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution, within the meaning of the Securities Act, of any Exchange Notes issued to me;

•

I am not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for my own account; and

•

I am not restricted by any law or policy of the Securities and Exchange Commission (the "SEC") from trading the Exchange Notes acquired in the Exchange Offer.

        I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the SEC. These letters provide that Exchange Notes issued in exchange for Original Notes in the Exchange Offer may be offered for resale, resold, and otherwise transferred by a Holder of Exchange Notes, unless that person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder's business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

        If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, I acknowledge that I will deliver a prospectus in connection with any resale of the Exchange Notes. However, by this acknowledgment and by delivering a prospectus, I will not be deemed to admit that I am an "underwriter" within the meaning of the Securities Act.

        Upon request, I will execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes I have tendered.

        I understand that the Company will be deemed to have accepted validly tendered Original Notes when the Company gives notice of acceptance to the exchange agent and such acceptance and the issuance of the Exchange Notes in exchange for tendered and accepted Original Notes will constitute performance in full by the Company of its obligations under the registration rights agreement and the Company will have no further obligations or liabilities under the registration rights agreement, except in the limited circumstances defined in such agreement.

        If, for any reason, any tendered Original Notes are not accepted for exchange in the Exchange Offer, the unaccepted Original Notes will be returned to the tendering holder without charge. Such unaccepted Original Notes will be credited to an account at DTC as soon as reasonably possible after the Expiration Date or the termination of the Exchange Offer.

        All authority granted or agreed to be granted by this Letter of Transmittal will survive my death, bankruptcy or incapacity, and every obligation under this Letter of Transmittal is binding upon my heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

        I understand that tenders of Original Notes according to the procedures described in the Prospectus under the heading "The Exchange Offers—Procedures for Tendering Original Notes" and in the instructions included in this Letter of Transmittal constitute a binding agreement between myself and the Company subject to the terms and conditions of the Exchange Offer.

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:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

        By crediting the Original Notes to the exchange agent's account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, the participant in DTC confirms on behalf of itself and the beneficial owner of such Original Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner.

INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER

        1.BOOK-ENTRY CONFIRMATIONS.    Any confirmation of a book-entry transfer to the exchange agent's account at DTC of Original Notes tendered by book-entry transfer, as well as an agent's message, and any other required documents by this Letter of Transmittal, must be received by the exchange agent at its address listed on the cover of this document before 9:00 a.m., New York City time, on the Expiration Date.

        THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER BY DELIVERY OF AN AGENT'S MESSAGE WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

        The Company has the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Original Notes, and its decision will be final and binding. The Company's interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this Letter of Transmittal and in the Prospectus, will be final and binding on all parties.

        The Company has the absolute right to reject any or all of the tendered Original Notes if:

(1)

the Original Notes are not properly tendered; or



(2)

in the opinion of counsel, the acceptance of those Original Notes would be unlawful.

        The Company may also decide to waive any conditions of the Exchange Offer or any defects or irregularities of tenders of Original Notes and accept such Original Notes for exchange whether or not similar defects or irregularities are waived in the case of other Holders. Any defect or irregularity in the tender of Original Notes that is not waived by the Company must be cured within the period of time set by the Company.

        It is your responsibility to identify and cure any defect or irregularity in the tender of your Original Notes. Your tender of Original Notes will not be considered to have been made until any defect or irregularity is cured or waived. Neither the Company, the exchange agent nor any other person is required to notify you that your tender was defective or irregular, and no one will be liable for any failure to notify you of such a defect or irregularity in your tender of Original Notes. As soon as reasonably possible after the Expiration Date, the exchange agent will return to the Holder tendering any Original Notes that were invalidly tendered if the defect or irregularity has not been cured or waived.

        2.PARTIAL TENDERS.    Tenders of Original Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000.

        Any untendered Original Notes and any Exchange Notes issued in exchange for tendered and accepted Original Notes will be credited to accounts at DTC.

        3.TRANSFER TAXES.    The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are delivering this letter on behalf of a tendering Holder) if a transfer tax is imposed for any reason other than the exchange of Original Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this Letter of Transmittal or at the time the related agent's message is delivered, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Company will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.

        Except as provided in this Instruction 3, it is not necessary for transfer tax stamps to be attached to the Original Notes listed in this Letter of Transmittal.

        4.WAIVER OF CONDITIONS.    The Company may choose, at any time and for any reason, to waive or, subject to certain requirements, amend or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Original Notes in the Exchange Offer are described in the Prospectus under the heading "The Exchange Offers—Conditions to the Exchange Offers."

        5.WITHDRAWAL RIGHTS.    Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written letter, telegram, telex or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this Letter of Transmittal not later than 9:00 a.m., New York City time, on the Expiration Date. Any notice of withdrawal must include your name, the principal amount of Original Notes delivered for exchange, a statement that you are withdrawing your election to have such Original Notes exchanged, must be signed by you in the same manner as the original signature on the applicable letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the Original Notes being withdrawn, and also include the name and number of the account at DTC to be credited with withdrawn Original Notes and otherwise comply with the procedures of DTC. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and will be final and binding on all parties.

        The exchange agent will return properly withdrawn Original Notes promptly following receipt of notice of withdrawal. Properly withdrawn Original Notes may be re-tendered by following the procedures described under the heading "The Exchange Offers—Procedures for Tendering Original Notes" in the Prospectus at any time prior to 9:00 a.m., New York City time, on the Expiration Date with respect to such Original Notes.

        6.REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    If you have questions, need assistance or would like to receive additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at the address listed on the cover page of this document. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

        IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 9:00 A.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

        IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER ORIGINAL NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS AND CONDITIONS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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Exhibit 99.2

INSTRUCTIONS PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER