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%