Exhibit 10.9
[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 U.S. Bank National Association, a national banking
association (as successor to SunTrust Bank, a Georgia banking
corporation), as trustee (the “ Trustee ”) an
indenture, dated as of December 3, 2003 (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 7 1/8% Senior Notes due 2013 of GGC (the “
Notes ”);
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, GGC previously executed and
delivered to the trustee thereunder an indenture, dated as of
October 3, 2006 (as subsequently amended and modified, the
“ Senior Subordinated Indenture ”), providing
for the issuance of 10.75% Senior Subordinated Notes due 2016 (the
“ Senior Subordinated Notes ”);
WHEREAS, pursuant to the terms of
each of the 2006 Senior Notes and the Senior Subordinated Notes, an
interest payment was due on April 15, 2009 (the “
April 15 Interest Payments ”) in respect of each
of the 2006 Senior Notes and the Senior Subordinated Notes, which
April 15 Interest Payments have not been made as of the date
of this Agreement, and failure to make such April 15 Interest
Payments on or before May 15, 2009 [may result/resulted] in an
Event of Default under Section 6.1(6) of the Indenture
(the “[ Potential] Cross-Default ”);
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] Cross-Default 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, the Senior Subordinated
Notes or 2006 Senior 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, the Senior
Subordinated Notes or the 2006 Senior Notes, respectively, as a
result of the Company’s failure to make the April 15
Interest Payments or (ii) the requisite lenders under the
Credit Agreement shall have the right (after giving effect to any
Waiver/Forbearance Agreement then in effect) to accelerate (or to
instruct the applicable agent to accelerate) the Indebtedness under
the Credit Agreement dated as of October 3, 2006 among GGC,
Royal Group, Inc., the various subsidiaries of GGC
party
