Exhibit 10.11
[SECOND] FORBEARANCE AND WAIVER
AGREEMENT
This [Second] Forbearance and Waiver
Agreement (this “ Agreement ”) is dated as of
[Date] by and among Georgia Gulf Corporation, a Delaware
corporation (“ GGC ”), the Guarantors (as
defined in the Indenture referred to herein), and [Noteholder] (the
“ Noteholder ”).
RECITALS:
WHEREAS, GGC previously executed and
delivered to Wilmington Trust FSB, as successor to Bank of America,
N.A., as successor by merger to LaSalle Bank National Association,
as trustee (the “ Trustee ”) an indenture, dated
as of October 3, 2006 (as subsequently amended and modified,
the “ Indenture ”; capitalized terms used but
not otherwise defined herein shall have the meaning given such
terms in the Indenture), providing for the issuance of 10.75%
Senior Subordinated Notes due 2016 (the “ Notes
”);
WHEREAS, pursuant to the terms of
the Notes, an interest payment was due on April 15, 2009 (the
“ April 15 Subordinated Interest Payment
”), which April 15 Subordinated Interest Payment has not
been made as of the date of this Agreement;
WHEREAS, failure to make the
April 15 Subordinated Interest Payment on or before
May 15, 2009 will result in an Event of Default under
Section 6.01(1) of the Indenture (the “[
Potential] Payment Default ”);
WHEREAS, GGC previously executed and
delivered to the trustee thereunder an indenture, dated as of
October 3, 2006 (as subsequently amended and modified, the
“ 2006 Senior Indenture ”), providing for the
issuance of 9.5% Senior Notes due 2014 (the “ 2006 Senior
Notes ”);
WHEREAS, pursuant to the terms of
the 2006 Senior Notes, an interest payment was due on
April 15, 2009 (the “ April 15 Senior Interest
Payment ”; the April 15 Senior Interest Payment and
the April 15 Subordinated Interest Payment are collectively
referred to herein as the “ April 15 Interest
Payments ”), which interest payment has not been made as
of the date of this Agreement, and failure to make such interest
payment on or before May 15, 2009 [may result/resulted] in an
Event of Default under Section 6.01(5)(A) of the
Indenture (the “[ Potential] Cross-Default ”;
the [Potential] Payment Default and the [Potential] Cross-Default
are collectively referred to herein as the “[ Potential]
Defaults ”);
WHEREAS, the Noteholder has agreed
to, among other things, but subject to the terms of this Agreement,
[extend the Forbearance and Waiver Agreement and] forebear from the
exercise of any remedies under the Indenture solely as a result of
the occurrence of the [Potential] Defaults during the period
beginning on the date hereof until the earlier of (such earlier
date, the “ Cutoff Date ”) (x) the first
date on which (i) holders of 25% or more of the aggregate
principal amount of the outstanding Notes, 2006 Senior Notes or 7
1/8% Notes shall have the right (after giving effect to any
amendment, waiver and/or forbearance agreements (each a “
Waiver/Forbearance Agreement ”) then in effect) to
accelerate (or to instruct the applicable trustee to accelerate)
the Indebtedness under the Notes, 2006 Senior Notes or the 7 1/8%
Notes,
