1 EXHIBIT 1 GEORGIA GULF CORPORATION ___% Notes due ____________ __, Underwriting AgreementUnderwriting Agreement • September 28th, 1995 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
EXHIBIT 2(a) ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of August 30, 1999, between CONDEA Vista Company, a Delaware corporation ("SELLER"), and Georgia Gulf Corporation, a Delaware corporation ("PURCHASER"). Seller desires to sell to...Asset Purchase Agreement • October 28th, 1999 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
GEORGIA GULF CORPORATION AMENDED AND RESTATED RIGHTS AGREEMENT TABLE OF CONTENTSRights Agreement • December 13th, 2000 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Delaware
Exhibit 10(b) RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 8th, 1998 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
CONFORMED COPY] CREDIT AGREEMENTCredit Agreement • November 19th, 1999 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
AND SUNTRUST BANK, ATLANTA, AS TRUSTEEIndenture • November 19th, 1999 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
Exhibit 10(a) STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made this 11th day of May, 1998, by and among GEORGIA GULF CORPORATION, a Delaware corporation ("Purchaser"), NORTH AMERICAN PLASTICS, INC., a Mississippi corporation (the...Stock Purchase Agreement • August 14th, 1998 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Mississippi
ANDIndenture • July 6th, 1998 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
AXIALL CORPORATION (formerly known as Georgia Gulf Corporation) as Issuer AND EACH OF THE GUARANTORS PARTY HERETO 4.875% SENIOR NOTES DUE 2023 INDENTURE Dated as of February 1, 2013 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • February 1st, 2013 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of February 1, 2013 among Axiall Corporation (formerly known as Georgia Gulf Corporation), a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”).
Exhibit 10 ==================================================================== ============ AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Dated as of May 24, 2000Receivables Transfer Agreement • August 14th, 2000 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
OFFER TO EXCHANGE 10 3/8% SENIOR SUBORDINATED NOTES DUE 2007, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OUTSTANDING 10 3/8% SENIOR SUBORDINATED NOTES DUE 2007 OF GEORGIA GULF CORPORATION DELIVER TO:Letter of Transmittal • April 24th, 2000 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals
TOIndenture • September 28th, 1995 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
RIGHTS AGREEMENT DATED AS OF JANUARY 16, 2012, BY AND BETWEEN GEORGIA GULF CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENTRights Agreement • January 17th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Rights Agreement, dated as of January 16, 2012 (this “Agreement”), is made and entered into by and between Georgia Gulf Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
GEORGIA GULF CORPORATION THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND SUNTRUST BANK, AS TRUSTEE 71/8% Senior Notes due 2013Indenture • December 4th, 2003 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
INDENTURE dated as of December 3, 2003, among GEORGIA GULF CORPORATION, a Delaware corporation (the "Company"), THE SUBSIDIARY GUARANTORS (as defined) and SUNTRUST BANK, a Georgia banking corporation (the "Trustee") as Trustee.
FORM OF ADJUSTED EBITDA-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 8th, 2016 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Restricted Stock Unit Agreement (the “Agreement”) is dated as of by and between AXIALL CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the “Company”), and (“Grantee” or “You”).
GEORGIA GULF CORPORATION $100,000,000 71/8% Senior Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • May 14th, 2004 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
Georgia Gulf Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc., Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Securities, Inc. (collectively, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated November 19, 2003 (the "Purchase Agreement"), $100,000,000 aggregate principal amount of its 71/8% Senior Notes due 2013 (the "Securities") to be jointly and severally guaranteed on a senior basis by the subsidiaries of the Company listed on Schedule 1 and signatories hereto (collectively, the "Guarantors").
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2014 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Indemnification Agreement, dated as of (this “Agreement”), is made by and between GEORGIA GULF CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 18, 2012 BY AND AMONG PPG INDUSTRIES, INC., EAGLE SPINCO INC., GEORGIA GULF CORPORATION and GRIZZLY ACQUISITION SUB, INC.Merger Agreement • October 18th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 18, 2012 (this “Agreement”), is by and among PPG Industries, Inc., a Pennsylvania corporation (“Burgundy”), Eagle Spinco Inc., a Delaware corporation and a wholly owned Subsidiary of Burgundy (“Spinco”), Georgia Gulf Corporation, a Delaware corporation (“Grizzly”), and Grizzly Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Grizzly (“Merger Sub”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 17, 2014 by and among AXIALL CORPORATION (F/K/A GEORGIA GULF CORPORATION), EAGLE SPINCO INC. AND ROYAL GROUP, INC., as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED...Credit Agreement • December 22nd, 2014 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of December 17, 2014, by and among AXIALL CORPORATION (F/K/A GEORGIA GULF CORPORATION), a Delaware corporation (“Axiall”), Eagle Spinco Inc., a Delaware corporation (“SpinCo”; together with Axiall, the “U.S. Borrowers”), ROYAL GROUP, INC., a Canadian federal corporation (the “Canadian Borrower”) (the U.S. Borrowers and the Canadian Borrower are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Administrative Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”), as Co-
AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENTReceivables Sale and Servicing Agreement • May 15th, 2009 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
THIS AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of March 17, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an “Originator” and, collectively, the “Originators”), GEORGIA GULF CORPORATION (“Parent”), a Delaware corporation, in its capacity as servicer hereunder (in such capacity, the “Servicer”) and GGRC CORP., a Delaware corporation (“Buyer”).
Exhibit 10(a) RECEIVABLES TRANSFER AGREEMENTReceivables Transfer Agreement • May 8th, 1998 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
RESTRICTED SHARE UNIT AGREEMENT FOR CANADIAN GRANTEESRestricted Share Unit Agreement • September 18th, 2009 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
This AGREEMENT (the “Agreement”) is made as of [ ], 2009 (the “Date of Grant”) by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the “Company”), and (the “Grantee”).
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • June 23rd, 2015 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Contribution and Subscription Agreement (this “Agreement”), is made and entered effective as of June 17, 2015, among Eagle US 2, LLC, a Delaware limited liability company (“Purchaser”), Axiall Corporation, a Delaware corporation (“Axiall Corporation”), and LACC, LLC, a Delaware limited liability company (the “Company”).
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 8th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Georgia
This AGREEMENT (the “Agreement”) is dated as of September 11, 2012 by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the “Company”), and WILLIAM L. MANSFIELD (“Grantee”).
CREDIT AGREEMENT Dated as of February 27, 2015 by and among AXIALL HOLDCO, INC., as the Borrower, BARCLAYS BANK PLC, as Administrative Agent, WELLS FARGO SECURITIES, LLC, as Syndication Agent, RBC CAPITAL MARKETS, LLC, as Documentation Agent and THE...Credit Agreement • March 5th, 2015 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, modified and/or restated from time to time, this “Agreement”) is entered into as of February 27, 2015, by and among AXIALL HOLDCO, INC., a Delaware corporation (the “Borrower”), and BARCLAYS BANK PLC (in its individual capacity, “Barclays”), as Administrative Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and as Collateral Agent. All capitalized terms used herein and defined in Article XI are used herein as therein defined.
NON-EMPLOYEE DIRECTORNonqualified Stock Option Agreement • March 23rd, 2006 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Georgia
This AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation (the "Company"), and _________________ (“Optionee”).
SECOND] FORBEARANCE AND WAIVER AGREEMENTForbearance and Waiver Agreement • August 10th, 2009 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • New York
ARRANGEMENT AGREEMENTArrangement Agreement • June 9th, 2006 • Georgia Gulf Corp /De/ • Industrial inorganic chemicals • Ontario
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
EMPLOYEE MATTERS AGREEMENT DATED AS OF JULY 18, 2012 BY AND AMONG PPG INDUSTRIES, INC., EAGLE SPINCO INC. and GEORGIA GULF CORPORATIONEmployee Matters Agreement • September 5th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers
This Employee Matters Agreement (this “Agreement”), dated as of July 18, 2012, is entered into by and among PPG Industries, Inc. a Pennsylvania corporation (“Burgundy”), Eagle Spinco Inc., a Delaware corporation (“Spinco”), and Georgia Gulf Corporation, a Delaware corporation (“Grizzly,” and together with Burgundy and Spinco, the “Parties”).
FORM OF TAX MATTERS AGREEMENT TO BE ENTERED INTO BY AND AMONG PPG INDUSTRIES, INC., EAGLE SPINCO INC., AND GEORGIA GULF CORPORATIONTax Matters Agreement • September 5th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers
THIS TAX MATTERS AGREEMENT, dated as of [—], 2012 (this “Agreement”), is by and among PPG Industries, Inc., a Pennsylvania corporation (“Burgundy”), Eagle Spinco Inc., a Delaware corporation (“Spinco”), and Georgia Gulf Corporation, a Delaware corporation (“Grizzly”). Each of Burgundy, Spinco and Grizzly is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
SEPARATION AGREEMENT DATED AS OF JULY 18, 2012 BY AND BETWEEN PPG INDUSTRIES, INC. and EAGLE SPINCO INC.Separation Agreement • July 19th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS SEPARATION AGREEMENT, dated as of July 18, 2012 (this “Agreement”), is by and between PPG Industries, Inc., a Pennsylvania corporation (“Burgundy”), and Eagle Spinco Inc., a Delaware corporation and presently a wholly owned Subsidiary of Burgundy (“Spinco”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.
RESTRICTED STOCK UNIT AGREEMENT (Executive Officer Form)Restricted Stock Unit Agreement • March 5th, 2013 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • Georgia
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of , is made and entered into by and between AXIALL CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the “Company”), and (“Grantee” or “You”).
AGREEMENT AND PLAN OF MERGER among WESTLAKE CHEMICAL CORPORATION, LAGOON MERGER SUB, INC. and AXIALL CORPORATION dated as of June 10, 2016Merger Agreement • June 13th, 2016 • Axiall Corp/De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 10, 2016, among Westlake Chemical Corporation, a Delaware corporation (“Parent”), Lagoon Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Axiall Corporation, a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2012 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of August 31, 2012, to the Agreement and Plan of Merger, dated as of July 18, 2012 (the “Merger Agreement”), is by and among PPG Industries, Inc., a Pennsylvania corporation (“Burgundy”), Eagle Spinco Inc., a Delaware corporation (“Grizzly”), and Grizzly Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Grizzly (“Merger Sub”).
FORM OF PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (Canadian-Based Employee Form)Performance Restricted Stock Unit Agreement • August 5th, 2011 • Georgia Gulf Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Georgia
This AGREEMENT (the “Agreement”) is dated as of by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the “Company”), and (“Grantee” or “You”).
