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[SECOND] FORBEARANCE AND WAIVER AGREEMENT

Default Notice Forbearance Agreement

[SECOND] FORBEARANCE AND WAIVER AGREEMENT | Document Parties: Bank of America, N.A. | Georgia Gulf Corporation | LaSalle Bank National Association You are currently viewing:
This Default Notice Forbearance Agreement involves

Bank of America, N.A. | Georgia Gulf Corporation | LaSalle Bank National Association

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Title: [SECOND] FORBEARANCE AND WAIVER AGREEMENT
Governing Law: New York     Date: 8/10/2009
Industry: Chemicals - Plastics and Rubber     Sector: Basic Materials

[SECOND] FORBEARANCE AND WAIVER AGREEMENT, Parties: bank of america  n.a. , georgia gulf corporation , lasalle bank national association
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Exhibit 10.10

 

[SECOND] FORBEARANCE AND WAIVER AGREEMENT

 

This 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 9.5% Senior Notes due 2014 (the “ Notes ”);

 

WHEREAS, pursuant to the terms of the Notes, an interest payment was due on April 15, 2009 (the “ April 15 Senior Interest Payment ”), which April 15 Senior Interest Payment has not been made as of the date of this Agreement;

 

WHEREAS, failure to make the April 15 Senior 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 “ 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 the Senior Subordinated Notes, an interest payment was due on April 15, 2009 (the “ April 15 Subordinated 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, Senior Subordinated 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, Senior Subordinated Notes or the 7 1/8%

 



 

Notes, respectively, as a result of the Company’s failure to make the April 15 Interest Payments or (ii) the requi


 
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