8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 31, 2009 (July 27, 2009)

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

Delaware	1-09753	58-1563799
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
115 Perimeter Center Place, Suite 460, Atlanta, GA		30346
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:(770) 395 - 4500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 1.01Entry into a Material Definitive Agreement.

On July 27, 2009, Georgia Gulf Corporation (the “Company”) accepted the 7.125 percent senior notes due 2013 (the “2013 notes”), 9.5 percent senior notes due 2014 (the “2014 notes”) and 10.75 percent senior subordinated notes due 2016 (the “2016 notes” and collectively with the 2013 notes and 2014 notes, the “notes”) tendered in its private exchange offers and related consent solicitations (the “exchange offers”).  Also, on July 27, 2009, the Company entered into supplemental indentures related to each series of the notes with the applicable trustees under those notes (collectively, the “supplemental indentures”) following receipt of consents of the requisite holders of each series of notes.  The supplemental indentures removed substantially all of the restrictive covenants contained in the indentures and eliminated certain defaults and events of default and made other conforming changes and added clarification regarding the timing of payments thereunder.

Item 3.02Unregistered Sales of Equity Securities.

On July 29, 2009, the Company issued 29,761,540 shares of new convertible preferred stock and 1,327,957 shares of its common stock, giving effect to the reverse stock split described in Item 3.03 below in exchange for the notes tendered in the exchange offers, in reliance upon the exemption from registration in Section 4(2) of the Securities Act of 1933.  A copy of the certificate of designations for the preferred stock is filed as Exhibit 3.2 hereto.

Item 3.03Material Modification to Rights of Security Holders.

The reverse stock split previously approved by the Company’s stockholders was effected at the ratio of 1-for-25 on July 28, 2009.  The Company’s stockholders had authorized the reverse stock split at ratios ranging from 1-for-5 to 1-for-30 as described in the Company’s proxy statement for the annual meeting held May 19, 2009.  Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split.  Instead, the Company’s transfer agent will aggregate all fractional shares and arrange for them to be sold as soon as practicable at the then-prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share.  After completing the sale, stockholders will receive a cash payment from the transfer agent in an amount equal to the stockholder’s pro rata share of the total net proceeds of these sales.  A copy of the Company’s certificate of incorporation, as amended to reflect the reverse stock split is filed as Exhibit 3.1 hereto.

Item 5.02Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 27, 2009, the following directors resigned from the Company’s board of directors and the committees indicated:

Director	Committees
Dennis M. Chorba	Audit; Nominating & Governance
Charles L. Henry	Audit; Compensation; Nominating & Governance
Yoshi Kawashima	Compensation; Nominating & Governance

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In addition, Jerry Satrum has tendered his resignation effective as of the date of election of a successor qualified to serve on the audit committee as a “financial expert” as defined in the rules of the Securities and Exchange Commission.

Item 8.01Other Events.

On July 27, 2009, the Company executed a registration rights agreement pursuant to which it has granted certain registration rights in respect of the common stock issuable in the exchange offers, including the shares issuable upon conversion of the convertible preferred stock. The Company has agreed to file one registration statement in respect of the common stock issued upon consummation of the exchange offers and another following conversion of the convertible preferred stock into common stock. In addition, the agreement provides for piggyback registration rights in certain circumstances.  Inclusion of shares of common stock in any such registration is conditioned upon the beneficial owner’s agreement to be bound by the terms of the registration rights agreement, which is filed herewith as Exhibit 4.1.

On July 29, 2009, the Company issued a press release announcing consummation of the exchange offers and the related matters, all as more fully described in the press release attached hereto as Exhibit 99.1, which is hereby incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Number	Exhibit
3.1	Certificate of Incorporation, as amended
3.2	Certificate of Designations for Convertible Preferred Stock
4.1	Registration Rights Agreement
99.1	Press Release dated July 29, 2009, regarding the consummation of the exchange offers and related matters.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEORGIA GULF CORPORATION
	By:	/s/ Joel I. Beerman
	Name:		Joel I. Beerman
	Title:		Vice President, General Counsel and Secretary
Date: July 31, 2009

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EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

GEORGIA GULF CORPORATION

I.The name of the corporation is

GEORGIA GULF CORPORATION

II.The registered office in the State of Delaware is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.  The name of its registered agent at such address is Corporation Service Company.

III.The nature of the business to be conducted or promoted are to engage in the chemical business or any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

IV.The total number of shares of stock that the Corporation shall have authority to issue is seventy-eight million (78,000,000) shares, consisting of three million (3,000,000) shares of Common Stock, par value $.01 per share, and seventy-five million (75,000,000) shares of Preferred Stock, par value $.01 per share, which may be issued from time to time in one or more series, with the Board of Directors being hereby authorized to fix by resolution or resolutions the designation of the Preferred Stock and the rights, powers, preferences, and the 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 or consent, 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.

Effective at 6:00 p.m. EDT on the date of the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, each twenty-five shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock, par value $0.01 per share, of the Corporation.

V.The name and mailing address of each incorporator is as follows:

Name	Mailing Address
Diane Durgin	133 Peachtree Street, N.E. Atlanta, Georgia 30303
Marvin L. Waldrep	133 Peachtree Street, N.E. Atlanta, Georgia 30303

VI.The corporation is to have perpetual existence.

VII.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 by-laws of the corporation.

VIII.Except as set forth in Articles IX, X, XI, XIV and XV hereof, 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 herein are granted subject to this reservation.

IX.In addition to the requirements of law and Article X hereof:

A.The affirmative vote of the holders of at least four-fifths of the outstanding shares of Common Stock (whether or not the holders of such shares are present or represented at any meeting) not Beneficially Owned by Controlling Persons shall be required for the approval of a Business Combination unless:

1.all of the following conditions have been met:

a.the Business Combination will result in an involuntary sale, redemption, cancellation, or other termination of ownership of all shares of Common Stock of the corporation owned by stockholders who do not vote in favor of the Business Combination;

b.the consideration to be received by such stockholders for such shares shall be in cash or in the same form as the Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or Affiliate has previously paid for such shares or if the Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or Affiliate has paid for such shares with varying forms of consideration, the form of consideration for such shares shall be either cash or the form used to acquire the largest number of such shares previously acquired by it;

c.the cash or Fair Market Value as of the date of consummation of the Business Combination of consideration other than cash to be received by such stockholders for such shares shall be at least equal to the Minimum Price Per Share;

d.a proxy or information statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to all stockholders of the corporation at least 30 days prior to the consummation of such Business Combination for the purpose of soliciting stockholder approval of the Business Combination; and

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e.after such Controlling Person has become a Controlling Person, such Controlling Person shall not have received the benefit, directly or indirectly (except proportionately as a shareholder of the corporation) of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation or a Subsidiary, whether in anticipation of or in connection with such Business Combination or otherwise; or

2.both of the following conditions shall have been met:  (a) the Continuing Directors of the corporation shall by a majority vote at a meeting at which a Continuing Director Quorum was present have adopted a resolution approving the Business Combination and have determined to recommend it for approval by the holders of Common Stock of the corporation; and (b) at the time of adoption of such resolution, Continuing Directors shall have comprised at least a majority of the Board of Directors.

B.Nothing contained in this Article IX shall be construed to relieve any Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or Affiliate from any fiduciary obligation imposed by law.

C.A majority of the Continuing Directors at a meeting at which a Continuing Director Quorum was present shall have the power and duty to determine in good faith, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article IX.

D.The vote required for any amendment to, or repeal of, all or any portion of this Article IX shall be the affirmative vote of the holders of at least four-fifths of the outstanding shares of Common Stock (whether or not the holders of such shares are present or represented at any meeting) not Beneficially Owned by Controlling Persons; provided, however, that if (i) the Continuing Directors of the corporation shall by a majority vote at a meeting at which a Continuing Director Quorum was present have adopted a resolution approving the amendment or repeal proposal and have determined to recommend it for approval by the holders of Common Stock of the corporation, and (ii) at the time of adoption of such resolution, Continuing Directors shall have comprised at least a majority of the Board of Directors, then the vote required shall be the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock of the corporation.

E.Capitalized terms used in this Article IX shall have the meanings assigned to them in Article XII hereof.

X.In addition to the requirements of law and Article IX hereof, the affirmative vote of the holders of at least four-fifths of the outstanding shares of Common Stock (whether or not the holders of such shares are present or represented at any meeting) shall be required for any amendment to, or repeal of, all or any portion of this Article X or Article XII hereof;

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provided, however, that if (i) the Continuing Directors of the corporation shall by majority vote at a meeting at which a Continuing Director Quorum was present have adopted a resolution approving one of the enumerated matters and have determined to recommend it for approval by the holders of Common Stock of the corporation, and (ii) at the time of adoption of such resolution, Continuing Directors shall have comprised at least a majority of the Board of Directors, then the vote required shall be the affirmative vote of the holders of at least a majority of the outstanding Common Stock of the corporation.  Capitalized terms used in this Article X shall have the meanings assigned to them in Article XII hereof.

XI.Except as set forth in Articles IX and X hereof, 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 herein are granted subject to this reservation.

XII.Definitions.  The following definitions are to be incorporated in the appropriate provisions of the foregoing paragraphs.

“Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with another Person.

“Associate” shall mean:  (i) any corporation or organization of which a Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of five percent or more of any class of equity securities; (ii) any trust or other estate in which a Person has a five percent or larger beneficial interest of any nature or as to which a Person serves as trustee or in a similar fiduciary capacity; or (iii) the immediate family of a Person, including without limitation, a spouse, parents, children (even if of legal age and living independently), siblings, fathers- and mothers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.

“Beneficial Ownership” shall include without limitation:  (i) all shares directly or indirectly owned by a Person, by an Affiliate of a Person, by an Associate of a Person, or an Affiliate; (ii) all shares which such Person, Affiliate, or Associate has the right to acquire (a) through the exercise of any option, warrant or right (whether or not currently exercisable), (b) through the conversion of a security, (c) pursuant to the power to revoke a trust, discretionary account, or similar arrangement, or (d) pursuant to the automatic termination of a trust, discretionary account, or similar arrangement; and (iii) all shares as to which such Person, Affiliate, or Associate, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise (including without limitation any written or unwritten agreement to act in concert but specifically excluding any participation agreement, arrangement, understanding or relationship between or among any two or more commercial banks made or established in connection with and in furtherance of a bona fide lending arrangement with the corporation and/or one or more Subsidiaries) has or shares voting power (which includes the power to vote or to direct the voting of such shares) or investment power (which includes the power to dispose or to direct the disposition of such shares) or both.

“Business Combination” shall mean:  (i) any merger or consolidation of the corporation with or into a Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or Affiliate; (ii) any sale, lease, exchange, transfer, or other disposition,

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including without limitation a mortgage or any other security device, of all or any Substantial Part of the assets of the corporation or a Subsidiary, including without limitation any voting securities of a Subsidiary, to or with a Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or Affiliate; (iii) any merger into or consolidation with the corporation or a Subsidiary, of a Controlling Person, an Affiliate of a Controlling Person, an Associate of a Controlling Person, or Affiliate; (iv) any sale, lease, exchange, transfer, or other disposition to the corporation or a Subsidiary of all or any part of the assets of a Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or Affiliate; (v) any reclassification of Common Stock of the corporation or any recapitalization involving Common Stock of the corporation, that would have the effect of increasing the voting power of a Controlling Person, Affiliate of a Controlling Person, Associate or a Controlling Person, or Affiliate; and (vi) any agreement, contract, or other arrangement providing for any of the transactions described in this definition of Business Combination.

“Common Stock” shall mean the common stock of the corporation.

“Continuing Director” shall mean any member of the Board of Directors of the corporation who is unaffiliated with a Controlling Person and was a member of the Board prior to the time that the Controlling Person became a Controlling Person, and any successor of a Continuing Director who is unaffiliated with a Controlling Person and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting at which a Continuing Director Quorum is present.

“Continuing Director Quorum” shall mean a majority of the Continuing Directors capable of exercising the powers conferred upon them under the provisions of the certificate of incorporation or the by-laws of the corporation or by law.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Controlling Person” shall mean any Person who Beneficially Owns a number of shares of Common Stock of the corporation, whether or not such number includes shares not then issued, which exceeds a number equal to ten percent of the outstanding shares of Common Stock of the corporation.

“Fair Market Value” shall mean:  (i) in the case of stock, the highest per share public market asked price, last, or closing price in the event the shares of stock are not listed on a national securities exchange or the highest per share closing public market price in the event the shares of stock are listed on a national securities exchange during the 30-day period immediately preceding the date in question or if no such quoted prices are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith at a meeting at which a Continuing Director Quorum was present; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the Continuing Directors in good faith at a meeting at which a Continuing Director Quorum was present.

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“Minimum Price Per Share” shall mean the sum of (i) the higher of (a) the highest gross per share price paid or agreed to be paid to acquire any shares of Common Stock of the corporation Beneficially Owned by a Controlling Person, provided such payment or agreement to make payment was made within three years immediately prior to the record date set to determine the stockholders entitled to vote on the Business Combination in question, or, in the case of a Section 253 Merger, three years immediately prior to the effective date of such Section 253 Merger, and (b) the highest per share public market asked price, last or closing price in the event the shares are not listed on a national securities exchange or the highest per share closing public market price in the event the shares are listed on a national securities exchange, for such shares during such three-year period; plus (ii) the aggregate amount, if any, by which five percent for each year, beginning on the date on which such Controlling Person became a Controlling Person, of such higher per share price exceeds the aggregate amount of all Common Stock dividends per share paid in cash since the date on which such Person became a Controlling Person.  The calculation of the Minimum Price Per Share shall require appropriate adjustments for capital changes, including without limitation stock splits, stock dividends, reverse stock splits, and stock distributions.

“Person” shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, and any other entity or group.  Without limiting the generality of the foregoing, when two or more Persons act as a syndicate or other group for the purpose of acquiring, holding or disposing of any stock of the corporation, such syndicate or other group shall be deemed a Person.

“Section 253 Merger” shall mean any Merger of the corporation into another corporation which is a Controlling Person, Affiliate of a Controlling Person, Associate of a Controlling Person, or an Affiliate, pursuant to Section 253 of the Delaware General Corporation Laws, as amended from time to time, or any successor or replacement statute, provided that such amended, successor or replacement statute does not give voting rights to the stockholders of the corporation with respect to the merger.  While such voting rights are part of Section 253 as amended, or of any successor or replacement statute, a merger under such section shall not be deemed a Section 253 Merger for purposes of this definition.

“Securities Exchange Act of 1934” shall mean the Securities Exchange Act of 1934, as amended from time to time, as well as any successor or replacement statute.

“Subsidiary” shall mean any corporation twenty percent or more of whose outstanding securities representing the right to vote for the election of directors is Beneficially Owned by the corporation and/or one or more Subsidiaries.

“Substantial Part” shall mean more than ten percent of the total assets of the corporation or a Subsidiary, as appropriate, as shown on the audited balance sheet of the corporation as of the end of the most recent fiscal year ended prior to the time the determination is being made.

XIII.To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,

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except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived any improper personal benefit.

XIV.Subject to the rights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, (a) any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual meeting or special meeting of such stockholders, and may not be effected by any consent in writing by such stockholders, and (b) special meetings of stockholders of the corporation may be called by the Secretary at the request of a majority of the Board of Directors or by the Chairman of the Board.  The vote required for any amendment to, or repeal of, all or any portion of this Article XIV shall be the affirmative vote of the holders of at least four-fifths of the outstanding shares of Common Stock (whether or not the holders of such shares are present or represented at any meeting called for the purpose of voting thereon).

XV.The business and affairs of the corporation shall be managed under the direction of the Board of Directors.  The number of directors constituting the whole Board of Directors shall not be less than one.  Subject to the rights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, the number of directors shall be determined by the affirmative vote of a majority of the whole Board of Directors.

Commencing at the 1990 annual meeting of stockholders, the directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified with respect to the time for which they severally hold office into three classes, as nearly their equal in number as possible, as shall be provided in the manner specified in this Article XV.  At the annual meeting of the stockholders held in 1990, one class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1991, another class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1992, and another class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1993, with the members of each class to hold office until their successors are elected and qualified.  At each succeeding annual meeting of the stockholders of the corporation, the successors of the class of directors whose term expires at that meeting shall be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV relating to the rights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full

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term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified at the next annual meeting of stockholders.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.

The vote required for any amendment to, or repeal of, all or any portion of this Article XV shall be the affirmative vote of the holders of at least four-fifths of the outstanding shares of Common Stock (whether or not the holders of such shares are present or represented at any meeting called for the purpose of voting thereon).

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EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF CONVERTIBLE PREFERRED STOCK

OF

GEORGIA GULF CORPORATION

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, GEORGIA GULF CORPORATION, a Delaware corporation (the “Corporation”), certifies that, pursuant to the authority conferred upon its Board of Directors by the Certificate of Incorporation, as amended, of the said Corporation, the said Board of Directors on July 27, 2009 adopted the following resolution creating a series of Preferred Stock:

RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of the Corporation by Article IV of the Certificate of Incorporation, as amended, of the Corporation, a series of Preferred Stock, with an initial stated value of $23.89 per share, of the Corporation to be known as Convertible Preferred Stock be, and hereby is, created, and that the designation and number of shares, and the relative rights, preferences, and limitations thereof (in addition to the provisions set forth in the Certificate of Incorporation of the Corporation, as amended, that are applicable to Preferred Stock generally) shall be as follows:

A.            Certain Definitions.  When used in this Certificate of Designations, the following terms shall have the meanings specified:

“Accrued Dividends” has the meaning set forth in Section D.1.

“As-Converted-to-Common-Stock-Basis” gives effect immediately prior to the applicable record date to the conversion of the Convertible Preferred Stock and Accrued Dividends thereon into Common Stock in accordance with Section H as if the Amendment (as such term is defined in Section H) had become effective.

“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, whether such right is currently exercisable or is exercisable only after the passage of time.

“Board” means the board of directors of the Corporation.

“Bylaws” means the Corporation’s bylaws, as may be amended from time to time.

“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 or membership interests (whether general or limited); 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.

“Certificate of Incorporation” means the Corporation’s certificate of incorporation, as it may be amended from time to time.

“Change of Control” means the occurrence of any of the following:

1.the direct or indirect sale, lease, transfer, 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 the Corporation and its Subsidiaries, taken as a whole, to any Person;

2.the adoption of a plan relating to the liquidation or dissolution of the Corporation;

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

4.the first day on which a majority of the members of the Board cease to be Continuing Directors provided that a “Change of Control” will not include changes made in the composition of the Board to accommodate the designees of those Persons who are the initial holders of the Convertible Preferred Stock.

“Change of Control Notice” has the meaning provided in Section I.1.

“Common Stock” means the Corporation’s Common Stock, $0.01 par value per share.

“Continuing Director” means any member of the Board who was a member of the Board on the Issue Date or was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election.

“Convertible Preferred Stock” has the meaning set forth in Section B.

“Exchange Act” means the federal Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Issue Date” means the date on which any shares of the Convertible Preferred Stock are first issued.

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“Junior Securities” has the meaning set forth in Section C.

“Liquidation Event” has the meaning set forth in Section G.1

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

“Preferred Stock” means the Corporation’s authorized Preferred Stock, $0.01 par value per share.

“Redemption Date” has the meaning set forth in Section I.1.

“Redemption Price” has the meaning set forth in Section I.1.

“SEC” means the U.S. Securities and Exchange Commission.

“Senior Credit Agreement” means that certain Credit Agreement dated as of October 3, 2006, by and among the Corporation and Royal Group Technologies Limited, as Borrowers; certain subsidiaries of the Corporation from time to time party thereto, as Guarantors; Bank of America, National Association, as Domestic Administrative Agent, Domestic Collateral Agent and Domestic L/C Issuer; Bank of America, National Association, acting through its Canada branch as Canadian Administrative Agent, Canadian Collateral Agent and Canadian L/C Issuer; The Bank of Nova Scotia, as Canadian Swing Line Lender; Merrill Lynch Capital Corporation and Lehman Commercial Paper Inc., as Co-Syndication Agents; Wachovia Bank, National Association, as Co-Documentation Agent; and the other lenders party thereto; Banc of America Securities LLC, and J.P. Morgan Securities Inc., as Joint Lead Arrangers; and Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and J.P. Morgan Securities Inc., as Joint Book Runners; including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof (so long as the amended, supplemented, modified, extended, renewed, restated, refunded or refinanced debt is not subordinate to other debt of the Corporation) and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“Stated Value” shall mean $23.89 per share, as adjusted for changes in the Convertible Preferred Stock by stock split, stock dividend, stock combination, or the like occurring after the Issue Date.

“Subsidiary” of the Corporation means:

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

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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 the Corporation or one or more of the other Subsidiaries of the Corporation (or a combination thereof); and

2.any partnership (i) the sole general partner or the managing general partner of which is the Corporation or a Subsidiary of the Corporation or (ii) the only general partners of which are the Corporation or one or more Subsidiaries of the Corporation (or any combination thereof).

“Voting Stock” as of any date means the Capital Stock of the Corporation that is at the time entitled to vote in the election of the Board.

B.Designation and Amount.  The shares of the series of Preferred Stock designated hereby shall be denominated as “Convertible Preferred Stock,” and the number of shares constituting such series shall be thirty-two million fifty thousand (32,050,000).  Such number of shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Convertible Preferred Stock to a number less than that of the shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation exercisable for or convertible into the Convertible Preferred Stock.  Shares of the Convertible Preferred Stock shall be issued in book entry form in restricted accounts at the Corporation or its transfer agent and registered in the holders’ respective names.

C.Ranking.

The Convertible Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution of the Corporation, rank senior to the Common Stock and all other classes and series of Capital Stock of the Corporation now or after the Issue Date authorized, issued or outstanding (collectively with the Common Stock, “Junior Securities”).

D.Dividends.

Subject to Section E below,

1.             Declarations and Accrual.  Until October 31, 2009, the holders of shares of Convertible Preferred Stock, in preference to the holders of any Junior Securities other than Common Stock, shall be entitled to receive dividends on an As-Converted-to-Common-Stock-Basis in an amount equal to the dividends declared by the Board on the Common Stock out of funds of the Corporation legally available therefor, but only as, when, as if so declared.  Commencing on November 1, 2009, the holders of shares of Convertible Preferred Stock, in preference to the holders of Junior Securities, shall be entitled to receive, whether or not declared or paid, a cumulative dividend computed like interest at the per annum rate of ten percent (10%) of the Stated Value on each outstanding share of Convertible Preferred Stock, which rate shall increase one percent (1%) per quarter, commencing with the first day of the quarter beginning January 1, 2010, up to a maximum rate per annum of eighteen percent (18%) (all dividends on Convertible Preferred Stock described in this Section D.1 declared or accruing but remaining

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unpaid being referred to herein as “Accrued Dividends”).  Any Accrued Dividends shall not bear interest.

2.             Priority of Payment.  No dividends shall be declared or paid, or funds set apart for the payment of dividends on, any Junior Securities for any period unless all Accrued Dividends shall have been, or contemporaneously are, paid in full.

3.             Redemptions of Junior Securities.  No Junior Securities shall be repurchased, redeemed or otherwise acquired or retired for value by the Corporation, and no monies shall be paid into or set apart or made available for a sinking or other like fund for the repurchase, redemption or other acquisition or retirement for value of any Junior Securities by the Corporation, unless, in any such case, all Accrued Dividends on all outstanding shares of the Convertible Preferred Stock shall have been, or contemporaneously are, paid in full.

E.Voting Rights.

1.             Generally.  Except as may be otherwise expressly provided in the Certificate of Incorporation or as expressly required by the Delaware General Corporation Law, the Convertible Preferred Stock shall vote equally with the shares of the Common Stock and not as a separate class, at any annual or special meeting of stockholders of the Corporation upon the following basis:  each holder of shares of Convertible Preferred Stock shall be entitled to such number of votes on an As-Converted-to-Common-Stock-Basis.

2.             Certain Matters.  So long as any shares of Convertible Preferred Stock shall be outstanding, and unless the consent or approval of a greater number of shares shall then be required by law, without first obtaining the consent or approval of the holders of at least two-thirds of the shares of the Convertible Preferred Stock then outstanding, the Corporation shall not:  (i) amend, alter, or repeal the Certificate of Incorporation or the Bylaws, or waive any provisions thereof, in a manner that would materially and adversely affect the rights, preferences, privileges, or powers of the Convertible Preferred Stock; provided, further, that no amendment, alteration or repeal shall be made that has a disproportionate effect on any holder of Convertible Preferred Stock in a manner different than other holders of Convertible Preferred Stock; (ii) purchase, redeem or otherwise acquire or retire for value any Junior Securities, or any securities exercisable or exchangeable for Junior Securities, other than in connection with the surrender by employees of the Corporation of portions of equity awards to satisfy tax withholding obligations; (iii) authorize, create, increase the authorized amount of, or issue any class or series, or any shares of any class or series, of Capital Stock of the Corporation ranking senior in priority to, or in parity with, the Convertible Preferred Stock with respect to the right to dividends or preference on liquidation; or (iv) declare, pay, or set apart for payment, any dividends or any other distributions of any sort by the Corporation in respect of any other Capital Stock of the Corporation other than the Convertible Preferred Stock, including the Common Stock.

F.Reacquired Shares.

Any shares of Convertible Preferred Stock redeemed, purchased, or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly

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after the acquisition thereof, and, if necessary to provide for the lawful redemption or purchase of such shares, the capital represented by such shares shall be reduced in accordance with the Delaware General Corporation Law.  All such shares shall upon their cancellation (and compliance with any applicable provisions of the laws of the State of Delaware) become authorized but unissued shares of Preferred Stock and may be redesignated and reissued as part of any other series of Preferred Stock, subject to the conditions or restrictions on authorizing, or creating, or issuing any class or series, or any shares of any class or series, set forth in Section E.2.

G.Liquidation, Dissolution, or Winding Up.

1.             Priority.  In the event of any liquidation, dissolution, or winding up of the Corporation (a “Liquidation Event”), whether voluntary or involuntary, no holders of Junior Securities shall receive, by reason of their ownership thereof, any payment or distribution of any of the assets of the Corporation until the holders of the shares of Convertible Preferred Stock then outstanding, by reason of their ownership thereof, shall have first received an amount in cash per share of Convertible Preferred Stock equal to 100% of the Stated Value thereof, plus an amount in cash equal to all Accrued Dividends through the date of the effectiveness of the Liquidation Event (Accrued Dividends together with the Stated Value being referred to herein as the “Liquidation Preference”). If, upon the occurrence of any Liquidation Event, the assets and funds of the Corporation available to be distributed among the holders of the Convertible Preferred Stock shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the holders of Junior Securities shall not receive, by reason of their ownership thereof, any payment or distribution of any of the assets of the Corporation, and the holders of all such shares of Convertible Preferred Stock shall share ratably in any distribution of assets of the Corporation in accordance with the amounts that would be payable on any such distribution if the Liquidation Preference were to be paid in full.

2.             Excluded Events.  For purposes of this Section G, none of the voluntary sale, conveyance, exchange and transfer (for cash, shares of stock, other securities or other consideration) of all or substantially all of the property or assets of the Corporation, and no consolidation or merger of the Corporation with any one or more other corporations, shall be deemed to be a Liquidation Event unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

H.Conversion.

1.             Automatic.  Immediately upon the effectiveness of an amendment to the Certificate of Incorporation increasing the number of authorized shares of Common Stock to one hundred million (100,000,000) (the “Amendment”) (i) each share of Convertible Preferred Stock shall automatically be converted into a number of fully paid and non-assessable shares of Common Stock (the “Conversion Rate”) equal to the quotient obtained by dividing $23.89 plus the amount of Accrued Dividends by the Conversion Price.  The initial “Conversion Price” for the Convertible Preferred Stock shall be $23.89, as such price is adjusted in accordance with Sections H.3 through H.6.  All references to the Conversion Price herein shall mean the Conversion Price as so adjusted.  The initial Conversion Rate shall be one (1) share of Common Stock for one (1) share of Convertible Preferred Stock.

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2.             Mechanics of Conversion.  Upon the occurrence of the event specified in Section H.1 above, the outstanding shares of Convertible Preferred Stock and Accrued Dividends thereon shall be converted automatically without any further action by the holders of such shares.  Upon the occurrence of such automatic conversion of the Convertible Preferred Stock and Accrued Dividends thereon, the Corporation will make entries in the share registry of the Corporation or any transfer agent for the Convertible Preferred Stock in the holders’ respective names for the number of shares of Common Stock into which the shares of Convertible Preferred Stock surrendered and Accrued Dividends thereon were convertible on the date on which such automatic conversion occurred.

3.             Adjustment for Stock Splits and Combinations.  If the Corporation shall at any time or from time to time after the Issue Date effect a subdivision or like transaction of the outstanding Common Stock without a corresponding subdivision of the Convertible Preferred Stock, the Conversion Price in effect immediately before that subdivision shall be proportionately decreased.  Conversely, if the Corporation shall at any time or from time to time after the Issue Date combine the outstanding shares of Common Stock into a smaller number of shares or like transaction without a corresponding combination of the Convertible Preferred Stock, the Conversion Price in effect immediately before the combination shall be proportionately increased.  Any adjustment under this Section H.3 shall become effective at the close of business on the date the subdivision or combination becomes effective.

4.             Adjustment for Common Stock Dividends and Distributions.  If the Corporation at any time or from time to time after the Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock without provision for a like dividend on shares of Convertible Preferred Stock based on the Conversion Rate, then the Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section H.4 to reflect the actual payment of such dividend or distribution.

5.             Adjustment for Reclassification, Exchange and Substitution.  If at any time or from time to time after the Issue Date, the Common Stock issuable upon the conversion of the Convertible Preferred Stock and Accrued Dividends thereon is changed into the same or a different number of shares of any other class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets, in each case as provided for elsewhere in this Section H), in any such event the Convertible Preferred Stock and any Accrued Dividends thereon shall automatically convert into the kind and amount of stock and other

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securities and property receivable upon such recapitalization, reclassification or other change on an As-Converted-to-Common-Stock-Basis, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

6.             Reorganizations, Mergers, Consolidations or Sales of Assets.  Subject to Section I, if at any time or from time to time after the Issue Date, there is a capital reorganization of the Common Stock (other than a Liquidation Event or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section H), as a part of such capital reorganization, provision shall be made so that the holders of the Convertible Preferred Stock shall receive on an As-Converted-to-Common-Stock-Basis the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock would have been entitled in such event, subject to adjustment as provided herein with respect to such stock or securities by the terms thereof.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Section H with respect to the rights of the holders of Convertible Preferred Stock after the capital reorganization to the end that the provisions of this Section H (including adjustment of the Conversion Price then in effect and the Conversion Rate) shall be applicable after that event and be as nearly equivalent as practicable.

7.             Certificate of Adjustment.  In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Convertible Preferred Stock and Accrued Dividends thereon, the Corporation, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall deliver such certificate as provided in Section J.  The certificate shall set forth such adjustment or readjustment showing in detail the facts upon which such adjustment or readjustment is based, including a statement of the Conversion Price at the time in effect and the type and amount, if any, of shares of Common Stock or other securities or property that at the time would be received upon conversion of the Convertible Preferred Stock and any Accrued Dividends.

8.             Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of Convertible Preferred Stock and any Accrued Dividends thereon.  All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Convertible Preferred Stock and Accrued Dividends thereon by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.  If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall, at its option, in lieu of issuing any fractional share, (i) pay cash equal to the product of such fraction multiplied by the Common Stock’s fair market value (as determined by the average closing market value for the 10 trading days on the principal stock exchange on which the Common Stock is traded prior to the conversion, or, in the event that such value is not ascertainable, as determined by the Board in good faith) on the date of conversion, (ii) round upward the number of shares due to the holder in question to the nearest whole share, or (iii) aggregate and sell all fractional shares on behalf of the holders in question.

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9.             Reservation of Stock Issuable Upon Conversion.  Upon the effectiveness of the amendment to the Certificate of Incorporation described in Section H.1, the Corporation shall have authorized but unissued shares of Common Stock sufficient for effecting the conversion of the shares of the Convertible Preferred Stock and any Accrued Dividends.

I.Redemption Rights upon a Change of Control.

1.             Put Right.  Following the occurrence of a Change of Control, the Corporation shall provide written notice of the same promptly, but no later than thirty (30) days thereafter (the “Change of Control Notice”), to each record holder of outstanding shares of Convertible Preferred Stock by a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt, postage prepaid, addressed to such holder at its last address appearing on the books of the Corporation.  The Change in Control Notice shall offer to redeem the shares of Convertible Preferred Stock held by such holder for cash equal to the Redemption Price.  For purposes of this Section I, the “Redemption Price” means for each share of Convertible Preferred Stock an amount in cash equal to 100% of the Stated Value, plus an amount in cash equal to any Accrued Dividends on such share, calculated as of the date of the repurchase.  Such notice shall also contain instructions for acceptance of the redemption offer as described hereafter in this Section I.1.  Any notice mailed as provided in this Section I shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Convertible Preferred Stock shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock.  Each holder of shares of Convertible Preferred Stock, upon written election received by the Corporation not later than thirty (30) days after the Change of Control Notice is received, may require the Corporation to redeem some or all shares of the Convertible Preferred Stock of such holder out of funds of the Corporation legally available therefor.  The Corporation shall redeem the shares specified in the election notices no later than forty (40) days following receipt of the Change of Control Notice (the date chosen for the redemption being referred to hereinafter as the “Redemption Date”).  If the Corporation does not have sufficient funds legally available to redeem all shares of Convertible Preferred Stock sought to be redeemed, then it shall: (i) provide notice to the holders of the Convertible Preferred Stock in the Change of Control Notice; and (ii) redeem such shares pro rata from the holders thereof (based upon the portion of the aggregate Redemption Price payable to each holder) to the extent possible, and shall redeem the remaining shares to be redeemed as soon as sufficient funds are legally available.

2.             Mechanics of Redemption.  Upon receipt of an election to redeem from a holder of Convertible Preferred Stock, the Corporation shall pay the Redemption Price of the shares subject to the election to the order of the person or entity whose name appears on the share registry of the Corporation as the owner thereof and each share so redeemed shall be noted as having been cancelled.  From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price or the Corporation is unable to pay the Redemption Price due to not having sufficient legally available funds, all rights of the holders of such shares as holders of Convertible Preferred Stock (except the right to receive the Redemption Price without interest) shall cease and terminate with respect to such shares; provided, however, that, in the event shares of Convertible Preferred Stock are not redeemed due to a default in payment by the Corporation or because the Corporation does not have sufficient legally available funds,

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such shares of Convertible Preferred Stock shall remain outstanding and shall be entitled to all of the rights and preferences provided herein.

3.             Senior Debt.  Notwithstanding anything in this Section I to the contrary, the redemption rights of the holders of the Convertible Preferred Stock set forth herein are expressly subject to the prior repayment in full of all debt obligations, including term loans, revolving credit loans, swing line loans and other extensions of credit and other obligations that are accrued and payable under, and the termination of all term commitments and revolving credit commitments of the lenders under, the Senior Credit Agreement.

J.Notices.

All notices or communications in respect of the Convertible Preferred Stock other than pursuant to Section I shall be sufficiently given if given in writing and delivered in person or by first-class mail, postage prepaid, to any holder of the Convertible Preferred Stock at such holder’s last address appearing on the books of the Company, or if given in such other manner, as may be permitted by the terms hereof, in the Certificate of Incorporation or Bylaws or by applicable law.

K.Procedures for Voting and Consents.

The rules and procedures for calling and conducting any meeting of the holders of Convertible Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules that the Board (or a duly authorized committee of the Board), in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, Bylaws, or Delaware General Corporate Law.

L.Record Holders.

To the fullest extent permitted by applicable law, the Corporation and the transfer agent, if any, for the Convertible Preferred Stock may deem and treat the record holder of any share of Convertible Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

M.Restatement.

In any restatement of the Certificate of Incorporation permitted by the Delaware General Corporation Law, the designations of the Corporation’s Junior Participating Preferred Stock may be included as Article XV and these designations of Convertible Preferred Stock may be included as Article XVI.

N.Effectiveness.

This Certificate of Designations shall be effective as of 6:01 p.m., EDT on the date of filing of the same with the Secretary of State of Delaware.

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IN WITNESS WHEREOF, GEORGIA GULF CORPORATION has caused this Certificate of Designations, Preferences and Rights of Convertible Preferred Stock to be duly executed by its duly authorized officer, this 28th day of July, 2009.

GEORGIA GULF CORPORATION
By:	/s/ Joel I. Beerman
	Joel I. Beerman
	Vice President, General Counsel, and
	Secretary

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EX-4.1

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made and entered into as of July 27, 2009, by and among GEORGIA GULF CORPORATION, a Delaware corporation (the “Company”), and the parties named on the signature pages hereto (the “Signing Holders”).

The Company has made offers to exchange its outstanding 7.125% Senior Notes due 2013, 9.5% Senior Notes due 2014, and 10.75% Senior Subordinated Notes due 2016 for an aggregate of 32,050,000 shares of the Company’s convertible preferred stock, par value $0.01 per share (the “Convertible Preferred Stock”), which are convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on a one-for-one basis, and an aggregate of 1,430,000 shares of Common Stock (such offers, the “Exchange Offers”).

In connection with the Exchange Offers, each of the Signing Holders has entered into a lock-up and consent agreement (the “Lock-up Agreement”) pursuant to which the Company agreed to provide the registration rights set forth in this Agreement.

Therefore, the parties agree as follows:

Section 1. Definitions. The following terms shall have the following meanings:

“Affiliate,” with respect to any specified person, has the meaning specified in Rule 144 of the Securities Act.

“Agreement” has the meaning specified in the introduction to this Agreement.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at place of payment are authorized by law, regulation or executive order to remain closed.

“Common Stock” has the meaning specified in the introduction to this Agreement.

“Company” has the meaning specified in the introduction to this Agreement.

“Convertible Preferred Stock” has the meaning specified in the introduction to this Agreement.

“Deferral Notice” has the meaning specified in Section 4(i).

“Effectiveness Period” means, as applicable, the First Effectiveness Period or the Second Effectiveness Period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Offers” has the meaning specified in the introduction to this Agreement.

“Holders” means the Signing Holders and such other persons who have acquired Registrable Securities, who have agreed to be bound by the terms and conditions of this Agreement, and who have delivered a properly completed Notice and Questionnaire.

“First Effectiveness Period” means the period beginning on the date the First Shelf Registration Statement is declared effective by the SEC and ending on the earlier of (i) the first anniversary thereof and (ii) the date upon which the Shares registered pursuant to the First Shelf Registration Statement have ceased to be Registrable Securities.

“First Shelf Registration Statement” has the meaning specified in Section 2(a).

“Lock-up Agreement” has the meaning specified in the introduction to this Agreement.

“Notice and Questionnaire” means a Selling Security Holder Notice and Questionnaire attached as Exhibit A to this Agreement.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means (a) the Shares and (b) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to such Shares, provided, that such Shares or such other securities shall cease to be Registrable Securities (i) following their sale in accordance with any Registration Statement, (ii) following the applicable Effectiveness Period, (iii) following their sale on the New York Stock Exchange or other securities exchange on which the Common Stock is traded, pursuant to Rule 144, or (iv) when such securities cease to be outstanding.

“Registration Expenses” has the meaning specified in Section 6.

“Registration Statement” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 of the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means the U.S. Securities and Exchange Commission.

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“Second Effectiveness Period” means the period beginning on the date the Second Shelf Registration Statement is declared effective by the SEC and ending on the earlier of (i) the first anniversary thereof and (ii) the date upon which the Shares registered pursuant to the Second Shelf Registration Statement have ceased to be Registrable Securities.

“Second Shelf Registration Statement” has the meaning specified in Section 2(b).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Shares” means the shares of Common Stock issued pursuant to the Exchange Offers, including the shares of Common Stock issued upon conversion of the Convertible Preferred Stock.

“Signing Holders” has the meaning specified in the introduction to this Agreement.

“Shelf Registration” has the meaning specified in Section 2(a).

“Special Meeting” has the meaning specified in Section 7(a)(1) of the Lock-up Agreements.

Section 2. Shelf Registration.

(a)The Company shall prepare and file or cause to be prepared and filed with the SEC, no later than ten Business Days after the mailing of the definitive proxy statement relating to the Special Meeting, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration”) registering the resale from time to time by Holders of all of the then-outstanding Common Stock constituting Registrable Securities issued upon consummation of the Exchange Offers (the “First Shelf Registration Statement”). The First Shelf Registration Statement shall not include any other securities and shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth under “Plan of Distribution” in the Notice and Questionnaire. The Company shall use reasonable best efforts to cause the First Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable, and to remain effective until the expiration of the First Effectiveness Period. Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by the First Shelf Registration Statement unless, at the time the First Shelf Registration Statement is declared effective, such Holder is in compliance with Section 5.

(b)The Company shall prepare and file or cause to be prepared and filed with the SEC, no later than a date that is ten Business Days after the filing of the amendment to the Company’s certificate of incorporation to be approved at the Special Meeting, a Registration Statement for a Shelf Registration registering the resale from time to time by Holders of all of the outstanding Registrable Securities (including Shares issued to the Holders upon conversion of the Convertible Preferred Stock) not included in the First Registration Statement (the “Second

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Shelf Registration Statement”). The Second Shelf Registration Statement shall not include any other securities and shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth under “Plan of Distribution” in the Notice and Questionnaire. The Company shall use reasonable best efforts to cause the Second Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable, and to remain effective until the expiration of the Second Effectiveness Period. Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by the Second Shelf Registration Statement unless, at the time the Second Shelf Registration Statement is declared effective, such Holder is in compliance with Section  5.

(c)The Company shall supplement and amend a Registration Statement filed pursuant to this Section 2 if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement.

(d)The Company shall cause the Notice and Questionnaire to be sent to each record holder of Registrable Securities no less than 10 days prior to the date upon which the First Shelf Registration Statement is to be filed.

Section 3. Piggyback Rights.

(a)If at any time during an Effectiveness Period the Company proposes to file a registration statement, other than the Registration Statements contemplated by Section 2 of this Agreement, for the sale of Common Stock in an offering for its own account, then as soon as practicable but not less than three Business Days prior to the filing of such registration statement, the Company shall give notice of such proposed offering to the Holders and such notice shall offer the Holders the opportunity to include in such offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Company has been advised by the managing underwriter for such offering, or the Company reasonably determines, that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3(b) of this Agreement. Each such Holder shall then have ten (10) Business Days after receiving such notice to request inclusion of Registrable Securities in the offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such offering. If, at any time after giving written notice of its intention to undertake such offering and prior to the closing of such offering, the Company shall determine for any reason not to undertake or to delay such offering, the Company may, at its election, give written notice of such determination to the Holders and, (i) in the case of a determination not to undertake such offering, shall be relieved of its obligations under this Section 3(a) with respect to such terminated offering, and (ii) in the case of a determination to delay such offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the offering. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such offering by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to the Company

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requesting that such Holder not receive notice from the Company of any proposed offering; provided, that such Holder may later revoke any such notice. It shall be a condition to inclusion of any Holder’s Registrable Securities in a registration under this Section 3 that such Holder enter into an underwriting agreement with such customary terms as the Company in good faith deems appropriate, with no terms more onerous to the Holders than to the Company.

(b)If the managing underwriter of any proposed offering of Common Stock pursuant to Section 3(a) advises the Company, or the Company reasonably determines, that the total amount of Common Stock that the Holders and any other persons intend to include in such offering exceeds the number of shares that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such offering shall include the number of Registrable Securities that such managing underwriter advises the Company, or the Company reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company, (ii) second, pro rata to the Holders, who have requested participation in such offering, (iii) third, to any other persons.  The pro rata allocations for each such Holder shall be the product of (a) the aggregate number of shares of Common Stock proposed to be sold by all Holders in such offering multiplied by (b) a fraction the numerator of which is the number of Shares of Common Stock proposed to be included by such Holder and the denominator of which is the aggregate number of Shares of Common Stock proposed to be sold by all Holders participating in the offering.  As of the date of execution of this Agreement, there are no other persons with registration rights relating to Common Stock other than the rights provided for in this Agreement.

Section 4. Registration Procedures. In connection with the registration obligations of the Company under Section 2, the Company shall:

(a)at least three Business Days before the initial filing of any Registration Statement with the SEC, furnish to requesting Holders copies of all such documents proposed to be filed and use reasonable efforts to reflect in each such document when so filed with the SEC such comments as the Holders reasonably shall propose within three Business Days of the delivery of such copies to the Holders;

(b)subject to Section 4(i), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable Effectiveness Period, cause the related Prospectus to be supplemented by any required Prospectus supplement under the Securities Act, and use reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Shares covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the selling security holders thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented;

(c)as promptly as reasonably practicable give notice to the Holders (i) when any Prospectus, Prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment, when the same has been declared effective (provided,

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however, that the Company shall not be required by this clause (i) to notify the Holders of the filing of a Prospectus supplement that does nothing more substantive than name one or more Holders as selling security holders), (ii) of any request, following the effectiveness of a Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order or injunction suspending or enjoining the use of any Prospectus or the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event that makes any statement made in a Registration Statement or the related Prospectus untrue in any material respect or that requires changes in order to make the statements therein not misleading;

(d)use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment;

(e)if reasonably requested in writing by any Holder, as promptly as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment to a Registration Statement such information as such Holder shall, following consultation with nationally recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 4(e) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;

(f)as promptly as reasonably practicable after the filing of such documents with the SEC, furnish to each Holder, upon request and without charge, at least one conformed copy of the Registration Statement and any amendment thereto, including financial statements, but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Holder);

(g)during the applicable Effectiveness Period, deliver to each Holder in connection with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities and any amendment or supplement thereto as such Holder may reasonably request in writing; and the Company hereby consents to the use of such Prospectus or each amendment or supplement thereto by each Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein;

(h)prior to any offering of the Registrable Securities pursuant to a Registration Statement, use reasonable efforts to register or qualify or cooperate with the Holders in connection with the registration or qualification (or exemption from such registration or

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qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire), it being agreed that no such registration or qualification will be made unless so requested; prior to any offering of the Registrable Securities pursuant to any Shelf Registration Statement, use reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the applicable Effectiveness Period in connection with such Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not otherwise qualified or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject;

(i)upon the occurrence of any event contemplated by 3(c)(v), prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and give notice to the Holders listed as selling security holders in such Prospectus that the availability of the Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each such Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company shall use reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable, except that if in the sole judgment of the Company public disclosure of a material fact or event would be prejudicial to or contrary to the interests of the Company, or if necessary to avoid unreasonable burden or expense, the Company may delay such action for so long as reasonably practicable and until such suspension is no longer appropriate, provided in no event shall the Company be permitted to suspend the use of a Prospectus for a period in excess of 25 days in any 3-month period or an aggregate of 75 days in any 12-month period except in connection with pending or potential acquisitions or similar transactions;

(j)if reasonably requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during normal business hours by a representative for the Holders of such Registrable Securities and any broker-dealers, attorneys and accountants retained by such Holders, all

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relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate executive officers, directors and designated employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours all relevant information reasonably requested by such representative for the Holders or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or other obligation of confidentiality; and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Holders and the other parties entitled thereto by a single representative; provided that, to the extent required by applicable law, any confidential information shall be disclosed in the Registration Statement;

(k)comply with all applicable rules and regulations of the SEC and make generally available to its security holders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than the time period prescribed by the SEC for filing a Form 10-Q after the end of any 12-month period (or the time period prescribed by the SEC for filing a Form 10-K after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Registration Statement, which statements shall cover said 12-month periods;

(l)cooperate with each Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement, and cause such Registrable Securities to be registered in such names as such Holder may request in writing at least two Business Days prior to any sale of such Registrable Securities; and

(m)if any Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with an offering in respect of any registration of the Company’s securities of any Holder pursuant to this Agreement, and any amendment or supplement thereof, cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Company and satisfy its obligations in respect thereof. In addition, at such Holder’s request, the Company will use reasonable best efforts to furnish to such Holder, letters from the Company’s independent certified public accountants in form and substance as is customarily given by independent

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certified public accountants to underwriters in an underwritten public offering, addressed to such Holder, and an opinion of counsel representing the Company, in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” opinion for such offering, addressed to such Holder.

Section 5. Holders’ Obligations. Each Holder agrees that it shall not be entitled to sell any of such Registrable Securities pursuant to a Registration Statement unless such Holder has furnished the Company with a properly completed Notice and Questionnaire within ten Business Days after the date the Company sends the Notice and Questionnaire as provided in Section 2(d) herein. In addition, each Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading, any other information regarding such Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder agrees, following receipt of a Deferral Notice, that it will suspend sales under a registration statement until it is advised in writing by the Company that sales may resume and that it will not disclose the fact that it has received a Deferral Notice.

Section 6. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Sections 2 and 4. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the Financial Institutions Regulatory Authority and (y) of compliance with federal and state securities or Blue Sky laws to the extent such filings or compliance are required pursuant to this Agreement); (ii) printing expenses; (iii) fees and expenses of counsel to the Company; (iv) the fees and expenses of the independent public accountants of the Company, including the expenses of any special audits or cold comfort letters; and (v) legal fees and expenses of one counsel to the Holders as a group, as designated by the Holders of a majority of Registrable Securities. Notwithstanding the foregoing, in no event shall the Company bear any other fees and expenses for the holders or underwriting discounts, commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

Section 7. Indemnification; Contribution.

(a)The Company agrees to indemnify and hold harmless the Holders and their directors and officers and each person, if any, who controls any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

(i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the

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statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 7(d)) any such settlement is effected with the prior written consent of the Company (which shall not be unreasonably withheld); and

(iii)subject to Section 7(c), against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) of this Section 7(a);

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder, expressly for use in a Registration Statement (or any amendment thereto), or Prospectus (or any amendment or supplement thereto); provided further that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an offer or sale of Registrable Securities occurring during any period, if a Deferral Notice was given to such Holder in accordance with Section 4(i), or (2) if the Holder fails to deliver at or prior to the written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material fact and the delivery thereof was required by law.

(b)In connection with any Shelf Registration in which a Holder is participating, in furnishing information relating to such Holder of Registrable Securities to the Company in writing expressly for use in such Registration Statement, the Prospectus or any amendments or supplements thereto, each such Holder agrees, severally and not jointly, to indemnify and hold harmless the other Holders and each person, if any, who controls the other Holders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the Company, and each person, if any, who controls the Company within the meaning of either such section, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

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(c)Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain a separate firm as its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the representation of both the indemnifying party and the indemnified party by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (A) in the case of indemnification under Section 7(a), the reasonable fees and expenses of more than one firm (in addition to any local counsel) for the Holders, and all persons, if any, who control the Holders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) in the case of indemnification under Section 7(b), the reasonable fees and expenses of more than one firm (in addition to any local counsel) for the Company, their directors, and each person, if any, who controls the Company within the meaning of either such Section, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In the event a separate firm is retained for the Holders, and control persons of the Holders, such firm shall be designated in writing by the Holders. In the event a separate firm is retained for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party (which may be conditioned on a cross release from such indemnified party, which shall not be unreasonably withheld) from all liability arising out of such litigation, investigation, proceeding or claim 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 any indemnified party.

(d)If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such

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settlement effected without its consent if such indemnifying party (1) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (2) provides written notice to the indemnified party describing any unpaid balance it believes is unreasonable and the reasons therefor, in each case prior to the date of such settlement.

(e)If the indemnification to which an indemnified party is entitled under this Section 7 is for any reason unavailable to or insufficient although applicable in accordance with its terms to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative fault of the Company on the one hand and the Holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7(e). The aggregate amount of losses, liabilities, claims, damages, and expenses incurred by an indemnified party and referred to above in this Section 7(e) shall be deemed to include any out-of-pocket legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Holder shall not be required to indemnify or contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7(e), each person, if any, who controls the any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Holder, and each person, if any, who controls

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the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.

(f)The provisions of this Section 7 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity or otherwise.

Section 8. Information Requirements. The Company covenants that if at any time before the end of an Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of Rule 144 under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’ most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.

Section 9. Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Company that would grant registration rights to such current or future holder or allow such current or future holder to require the Company to include securities in any registration statement filed by the Company, in either case on a basis that would adversely effect the rights granted to the Holders hereunder.

Section 10. Miscellaneous

(a)No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to the Company’s securities that conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants that the rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company’s securities under any other agreements.

(b)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of the then outstanding Shares constituting Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Shares are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the

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Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 10(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

(c)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one Business Day after being deposited with such courier, if made by overnight courier, or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

(i)if to a holder of Shares that is not a Holder, at the address for such holder then appearing in the books of the Company;

(ii)if to a Holder, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; and

(iii)if to the Company, to:

Georgia Gulf Corporation
115 Perimeter Center Place, Suite 460
Atlanta, Georgia 30346
Telephone No. (770) 395-4500
Facsimile No. (770) 395-4529
Attention: General Counsel

with a copy to:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Telephone No. (404) 581-8255
Facsimile No. (404) 581-8330
Attention: Lisa A. Stater, Esq.

(d)Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or their Affiliates (other than the Holders if such Holders are deemed to be such Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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(e)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto provided, however, no successor or assignee of a Holder shall have any rights hereunder unless such person has become a Holder as defined herein.

(f)Recapitalization, Exchanges, Etc. Affecting the Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.

(g)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 original and all of which taken together shall constitute one and the same agreement.

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

(i)Governing Law. The laws of the State of New York shall govern this Agreement without regard to principles of conflict of laws.

(j)Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

(k)Entire Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement and is 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 and the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties hereto with respect to such registration rights.

(l)Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the later of the First Effectiveness Period and the Second Effectiveness Period, except for any liabilities or obligations under Sections 7 and 8 hereof, which shall remain in effect in accordance with their terms.

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This Agreement is being signed effective as of the date first written above.

Very truly yours,
GEORGIA GULF CORPORATION
By:	/s/ Joel I. Beerman
Name:		Joel I. Beerman
Title:		Vice President, General Counsel and Secretary
SIGNING HOLDERS:
FIDELITY SUMMER STREET TRUST: FIDELITY CAPITAL & INCOME FUND;
FIDELITY ADVISOR SERIES I: ADVISOR HIGH INCOME ADVANTAGE FUND;
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR STRATEGIC INCOME FUND;
MASTER TRUST BANK OF JAPAN LTD RE: FIDELITY US HIGH YIELD;
FIDELITY SCHOOL STREET TRUST: FIDELITY STRATEGIC INCOME FUND;
FIDELITY PURITAN TRUST: FIDELITY PURITAN FUND;
FIDELITY SECURITIES FUND: FIDELITY LEVERAGED COMPANY STOCK FUND;
VARIABLE INSURANCE PRODUCTS FUND V: STRATEGIC INCOME PORTFOLIO;
FIDELITY FUNDS – US HIGH INCOME;
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LEVERAGED STOCK FUND;
FIDELITY INVESTMENTS CANADA ULC, as Trustee of the Fidelity American High Yield Fund; and
FIDELITY INVESTMENTS CANADA ULC, as Trustee of the Fidelity Canadian Asset Allocation Fund
By:	/s/ Paul Murphy
Name: Paul Murphy
Title: Assistant Treasurer

[signature page to registration rights agreement]

THE JAPAN TRUSTEE SERVICES BANK LTD RE: STB FIDELITY STRATEGIC INCOME FUND MOTHER;
FIDELITY GLOBAL BOND SERIES – US DOLLAR MONTHLY INCOME – US HIGH YIELD POOL;
ILLINOIS MUNICIPAL RETIREMENT FUND;
THE JAPAN TRUSTEE SERVICE BANK LTD RE: MATB FIDELITY HIGH YIELD BOND OPEN MOTHER;
PENSION INVESTMENT COMMITTEE OF GENERAL MOTORS FOR GENERAL MOTORS EMPLOYEE DOMESTIC GROUP PENSION TRUST;
COMMONWEALTH OF MASSACHUSETTS PENSION RESERVE INVESTMENT MANAGEMENT BOARD; and
IG CAA HIGH YIELD SEC.
By:	/s/ Dave Censorio
Name: Dave Censorio
Title: Vice President
By: PIONEER INVESTMENT MANAGEMENT, INC., as advisor to:
Pioneer High Yield Fund;
Pioneer Global High Yield Fund;
Pioneer Strategic Income Fund;
Pioneer High Income Trust;
Pioneer Strategic Income VCT Portfolio;
Pioneer High Yield VCT Portfolio;
Pioneer Funds – Global High Yield;
Pioneer Funds – Strategic Income;
Pioneer Funds Austria – Global High Yield Bond;
Pioneer Funds – U.S. High Yield;
Polish Dollar Bond Plus (US High Yield Bond) Open-End Investment Fund;
Met Investors Trust – Pioneer Strategic Income Portfolio;
ING Pioneer High Yield Portfolio;
Pioneer Diversified High Income Trust; and

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Pioneer Floating Rate Trust
By:	/s/ Kenneth J. Taubes
Name: Kenneth J. Taubes
Title: Executive Vice President
By: PIONEER INSTITUTIONAL ASSET MANAGEMENT, INC., as advisor to:
Aberdeen High Grade Bond Fund (f/k/a Credit Suisse Asset Management High Grade Bond Fund);
Papaver Inc.;
University of Massachusetts Core Plus Portfolio; and
White Mountain Sub-Acct 193 Fund aka Symetra Life Insurance Company
By:	/s/ Kenneth J. Taubes
Name: Kenneth J. Taubes
Title: Executive Vice President
CAPITAL RESEARCH AND MANAGEMENT COMPANY, for and on behalf of the various funds it manages
By:	/s/ Mark R. Macdonald
Name: Mark R. Macdonald
Title: Director

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GEORGIA GULF CORPORATION

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Common Stock”), of Georgia Gulf Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of July       , 2009 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and comply with other customary procedures and agree to be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire promptly, as receipt of this Notice and Questionnaire is required within ten Business Days after                        , 2009, the date the Company is sending this Notice and Questionnaire, so that such beneficial owners may be named as selling securityholders in the Prospectus at the time of effectiveness of the Registration Statement. Any beneficial owner of Common Stock wishing to include its Registrable Securities must deliver to the Company a properly completed and signed Notice and Questionnaire.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related Prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related Prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain losses arising in connection with statements concerning the undersigned made in the Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c) Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in (3) below are held:

(d) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
Telephone:                                                                                                                       
FAX:                                                                                                                                 
Contact Person:

3. Beneficial Ownership of Registrable Securities:

(a) Type and Principal Amount of Registrable Securities beneficially owned:

(b) CUSIP No(s). of Registrable Securities beneficially owned:

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4. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a) Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

(b) CUSIP No(s). of Other Securities beneficially owned:

5. Relationship with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equityholders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exception here:

6. Broker-Dealer Status:

(a) Are you a broker-dealer?

¨ No                              ¨ Yes

Note: If yes, please answer questions (i) and (ii) and note that the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(i) Did Selling Securityholder acquire the Registrable Securities for investment purposes?

¨ No                              ¨ Yes

(ii) If you answered “No”, please explain your reason for acquiring the Registrable Securities:

(b) Are you an affiliate of a broker-dealer?

¨ No                              ¨ Yes

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you

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had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

¨ No                              ¨ Yes

7. Nature of Selling Securityholder:

(a) Is the Selling Securityholder a reporting company under the Exchange Act, a majority owned subsidiary of a reporting company under the Exchange Act, or a registered investment company under the Investment Company Act of 1940, as amended?

¨ No                              ¨ Yes

 (b) If your response to (a) above is “Yes,” please provide the name of the reporting company or registered investment company and indicate if the named company is a reporting company under the Exchange Act or a registered investment company under the Investment Company Act.

(c) If your response to (a) above is “No,” please provide the natural person or persons having voting and investment control over the Registrable Securities.

8. Plan of Distribution:

The undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item (3) pursuant to the Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at a negotiated price. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities.

The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

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The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement, including its obligations to indemnify and hold harmless certain persons as set forth therein.

Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (8) above and the inclusion of such information in the Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related Prospectus.

Once this Notice and Questionnaire is executed by the Selling Securityholder, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, inure to the benefit of, and be enforceable by the Company. This Agreement shall be governed in all respects by the laws of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Telephone No. (404) 581-8255
Facsimile No. (404) 581-8330
Attention: Lisa A. Stater, Esq.

[signature page to questionnaire]

EX-99.1

Exhibit 99.1

NEWS

Georgia Gulf Achieves Significant Financial Restructuring Milestones
Accepts $736.0 million of tendered bonds in debt-for-equity exchange that reduces debt by more than 50 percent and reduces annual cash interest costs by $69.7 million Amends senior secured credit agreement to ease covenants until December 31, 2011

ATLANTA, GEORGIA — July 29, 2009- Georgia Gulf Corporation (NYSE: GGC) today announced the closing of its previously announced private debt exchanges and the effectiveness of a long-term amendment to its senior secured credit agreement.

“For several months we have been working closely with our lenders and bondholders to restructure our balance sheet and provide Georgia Gulf the financial flexibility to weather current economic conditions and to provide a solid foundation for growth. With our new capital structure, valuable asset base and skilled and dedicated employees, we are a strong business partner positioned for the long term in our chemicals and building products businesses. We look forward to continuing to work with our customers and suppliers to lead our markets as economic conditions improve,” commented Paul Carrico, Georgia Gulf’s President and CEO.

Debt Exchanges

Georgia Gulf previously announced the results of its private offers to exchange its outstanding 7.125 percent Senior Notes due 2013 (the “2013 notes”), 9.5 percent Senior Notes due 2014 (the “2014 notes”), and 10.75 percent Senior Subordinated Notes due 2016 (the “2016 notes” and, collectively with the 2013 notes and 2014 notes, the “notes”), for shares of its convertible preferred stock and shares of its common stock. Approximately $736.0 million, or 92.0 percent in aggregate principal amount, of the notes were accepted in exchange for approximately 30.2 million shares of convertible preferred stock and 1.3 million shares of common stock, giving effect to the 1-for-25 reverse stock split that became effective today.

Today, approximately $726.0 million of aggregate principal amount of notes, together with the Company’s obligations for accrued interest under such notes, were extinguished in settlement of the exchange offers in exchange for shares of common and convertible preferred stock. The remaining approximately $10.0 million of principal amount of notes are contractually committed to be exchanged and the Company expects those to be canceled for shares of common and convertible preferred stock in the near term.

Long Term Bank Amendment

In conjunction with the successful private debt exchange offers, the Company obtained an amendment to its senior secured credit agreement that adjusts the financial covenants to reflect current market

conditions as well as the impact of the private debt exchanges. The maximum leverage ratios and minimum interest covenant ratios were adjusted through the term of the revolving lending facility. The amendment added a new minimum fixed charge coverage ratio covenant and a maximum senior secured leverage ratio covenant, while eliminating the minimum EBITDA covenant. The capital expenditure limitations established by the amendment are $45 million in 2010 and $50 million per year thereafter. The amendment also allows the Company to use 50 percent of the first $45 million of net cash proceeds from asset dispositions to make additional capital expenditures, subject to certain annual limitations and minimum EBITDA requirements. The amendment replaced the $75 million minimum revolver availability requirement with a permanent $75 million reduction in the aggregate revolving commitments, resulting in a $300 million revolver commitment.

Under the amendment, the interest rates and certain fees payable to lenders were increased by 0.5 percent per annum.

The Company also obtained an amendment to its $175 million asset securitization agreement that adjusts the financial covenants to conform to the covenants described above through the expiration of the asset securitization agreement in March 2011. Under the amendment, the interest rate was increased by 0.25 percent per annum.

Related Transactions

In conjunction with the completion of the debt exchanges and bank amendment,

· Effective today, the Company completed the previously described 1-for-25 reverse stock split, whereby the Company’s currently outstanding common shares, before the issuance of common shares in the debt exchanges, were reduced to approximately 1.4 million shares.

· Pursuant to authority provided for in the Company’s charter, about 32 million shares of a new series of convertible preferred stock were designated by the Company’s Board of Directors, substantially all of which were issued in the debt exchanges.

· The Board approved, and has recommended for approval by the Company’s stockholders,

·an amendment to the Company’s charter to increase the number of authorized shares of common stock to 100 million; and

·a new equity incentive plan for the issuance of equity awards of the Company’s common shares to Company employees.

Further, the Board provided that stockholders of record on August 17, 2009 will vote on these two proposals at a to be scheduled special meeting of stockholders. Upon approval and filing of the charter amendment to increase the number of authorized common shares, the shares of convertible preferred stock issued in the debt exchanges will automatically convert into common shares on a one-for-one basis.

Additional Information

Additional information regarding the terms and conditions of the amendment to the senior secured credit agreement will be provided in a Form 8-K filed by the Company.

Perella Weinberg Partners acted as the Company’s financial advisor and Jones Day as its legal advisor with regard to the private debt exchanges, bank amendment, and related transactions.

Georgia Gulf

Georgia Gulf Corporation is a leading, integrated North American manufacturer of two chemical lines, chlorovinyls and aromatics, and manufactures vinyl-based building and home improvement products. The Company’s vinyl-based building and home improvement products, marketed under Royal Group brands, include window and door profiles, mouldings, siding, pipe and pipe fittings, and deck, fence and rail products. Georgia Gulf, headquartered in Atlanta, Georgia, has manufacturing facilities located throughout North America to provide industry-leading service to customers.

Safe Harbor

This news release contains forward-looking statements subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s assumptions regarding business conditions, and actual results may be materially different. Risks and uncertainties inherent in these assumptions include, but are not limited to, future global economic conditions, economic conditions in the industries to which our products are sold, uncertainties regarding asset sales, synergies, potential sale-leaseback arrangements, operating efficiencies and competitive conditions, industry production capacity, raw materials and energy costs, and other factors discussed in the Securities and Exchange Commission filings of Georgia Gulf Corporation, including our annual report on Form 10-K for the year ended December 31, 2008 and our quarterly report on Form 10-Q for the quarter ended March 31, 2009.

CONTACT:

Martin Jarosick

Investor Relations

Georgia Gulf Corporation

770-395-4524