Standard Contracts
RECITALSSeparation Agreement • March 31st, 2009 • CPG International Inc. • Unsupported plastics film & sheet • New York
EXECUTIVE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY -----------------Executive Subscription Agreement • March 31st, 2009 • CPG International Inc. • Unsupported plastics film & sheet • New York
RECITALS --------Employment Agreement • March 31st, 2009 • CPG International Inc. • Unsupported plastics film & sheet • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
THIS AGREEMENT (this “Agreement”) is made effective as of the 20th day of April, 2011, by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“Employer”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Scranton,” together with CPG LP, Employer, CPG, AZEK, and Scranton, the “Companies”), and Jason Grommon (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2007 • CPG International Inc. • Unsupported plastics film & sheet • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of January 31, 2007 (the “Agreement”), by and among CPG International I Inc., a Delaware corporation (the “Company”), CPG International Inc., a Delaware corporation (“Holdings”), and each of the subsidiary guarantors listed on Exhibit A attached hereto (collectively with Holdings, the “Guarantors” and the Guarantors, together with the Company, the “Issuers”), on the one hand, and Orpheus Funding LLC, Midland National Life Insurance Company, North American Company for Life and Health Insurance, Sands Point Funding Ltd., Kennecott Funding Ltd., 1888 Fund, Ltd. and Copper River CLO Ltd. (collectively the “Purchasers”), on the other hand.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2010 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS AMENDMENT is made effective as of the 12th day of August, 2010 (this “Amendment”), by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“CPG International”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Employer,” together with CPG LP, CPG International, CPG and AZEK, the “Companies” and each individually a “Company”), and Donald C. Wharton (the “Executive,” together with the Companies, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2010 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS AGREEMENT is made effective as of the 26 day of March, 2009, by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“Employer”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Scranton,” together with CPG LP, Employer, CPG, AZEK, and Scranton, the “Companies” and each individually a “Company”), and Ken Buck (the “Executive”) (the “Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2010 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS AMENDMENT is made effective as of the 12th day of August, 2010 (this “Amendment”), by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“Employer”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Scranton,” together with CPG LP, Employer, CPG and AZEK, the “Companies” and each individually a “Company”), and Jason Grommon (the “Executive,” together with the Companies, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS AGREEMENT is made effective as of the 31st day of January, 2007, by and among CPG International I Inc., a Delaware corporation (“CPG International”), Pro-Cell, LLC, an Alabama limited liability company (“Pro-Cell,” and together with CPG International, “Employer”), CPG International Holdings LP, a Delaware limited partnership (“CPG International Holdings”), and Kevin Sloan (“Executive”).
TERM LOAN AND SECURITY AGREEMENT by and among CPG INTERNATIONAL I INC. SCRANTON PRODUCTS INC. AZEK BUILDING PRODUCTS, INC. PROCELL DECKING INC. as Borrowers CPG INTERNATIONAL INC. SANTANA PRODUCTS INC. CPG SUB I CORPORATION VYCOM CORP. SANATEC SUB I...Term Loan and Security Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
This Term Loan and Security Agreement dated February 18, 2011 is entered into by and among CPG International I Inc., a Delaware corporation (“CPG I”), Scranton Products, Inc., a Delaware corporation (“Scranton”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”), Procell Decking Inc., a Delaware corporation (“Procell”, and together with CPG I, Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers” as hereinafter defined), CPG International Inc., a Delaware corporation (“Parent”), Santana Products Inc., a Delaware corporation (“Santana”), CPG Sub I Corporation, a Delaware Corporation (“Sub I”), Vycom Corp., a Delaware corporation (“Vycom”) and Sanatec Sub I Corporation, a Delaware corporation (“Sanatec”, and together with Parent, Santana, Sub I, Vycom, and any Subsidiaries that are not Foreign Subsidiaries that may become parties hereto after the date hereof as guarantors, each individually a “Guarantor” and collectively “Guarantors” as hereinafter d
UNIT PURCHASE AGREEMENT dated as of December 13, 2006 among CPG INTERNATIONAL I INC. and CHRISTOPHER BARDASIAN, KEVIN SLOAN, AND LARRY SLOAN UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 14th, 2006 • CPG International Inc. • Unsupported plastics film & sheet • New York
This UNIT PURCHASE AGREEMENT is dated as of December 13, 2006 (this “Agreement”) among CPG International I Inc., a Delaware corporation (the “Buyer”), and Christopher Bardasian, Kevin Sloan, and Larry Sloan (each a “Seller” and together, the “Sellers”).
SHARE PURCHASE AGREEMENT dated as of February 8, 2008 among 2162771 Ontario Inc. and JOHN SCRYMGEOUR, CHERYL SCRYMGEOUR, PAOLO BALDASSARRA, MARY BALDASSARRA, KURT GOWMAN, DONNA GOWMAN, JANET PRATT, KNOX & COMPANY INTERNATIONAL INC. and CREATIVE...Share Purchase Agreement • March 31st, 2008 • CPG International Inc. • Unsupported plastics film & sheet • Ontario
This SHARE PURCHASE AGREEMENT is dated as of February 8, 2008 (this “Agreement”) among 2162771 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario (the “Buyer”) and Knox & Company International Inc., a corporation incorporated under the laws of the Province of Ontario (“KnoxCo”), John Scrymgeour, Cheryl Scrymgeour, Paolo Baldassarra, Mary Baldassarra, Kurt Gowman, Donna Gowman and Janet Pratt (each a “Seller” and together, the “Sellers”) and Creative Composite Products Inc., a corporation incorporated under the laws of the Province of Ontario (the “Company”).
CONTRIBUTION AGREEMENT dated as of December 13, 2006 among CPG INTERNATIONAL HOLDINGS L.P. and CHRISTOPHER BARDASIAN, KEVIN SLOAN, AND LARRY SLOAN CONTRIBUTION AGREEMENTContribution Agreement • December 14th, 2006 • CPG International Inc. • Unsupported plastics film & sheet • New York
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 13, 2006, by and among CPG International Holdings LP, a Delaware limited partnership (the “Partnership”), Christopher Bardasian, Kevin Sloan, and Larry Sloan (each, a “Subscriber” and together, the “Subscribers”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2008 • CPG International Inc. • Unsupported plastics film & sheet • New York
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of February 29, 2008 (this “Amendment No. 1”), is by and among Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan and Security Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Scranton Products, Inc., a Delaware corporation (“Scranton”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”), Procell Decking Inc., a Delaware corporation (“Procell”, and together with Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers”), CPG International Inc., a Delaware corporation (“Parent”), CPG International I Inc., a Delaware corporation (“CPG I”) Santana Products Inc., a Delaware corporation (“Santana”), CPG Sub I Corporation, a Delaware Corporation (“Sub I”), Vycom Corp., a Delaware corporation
SUPPLEMENTAL INDENTURESupplemental Indenture • February 2nd, 2007 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of January 31, 2007 (this “Supplemental Indenture”), among CPG International I Inc., a Delaware corporation (together with its successors and assigns, the “Company”), CPG International Inc., a Delaware corporation (“Holdings”), Scranton Products Inc., a Delaware corporation, AZEK Building Products Inc., a Delaware corporation, Santana Products Inc., a Delaware corporation, CPG Sub I Corporation, a Delaware corporation, Vycom Corp., a Delaware corporation, Sanatec Sub I Corporation, a Delaware corporation and VC Sub I Corporation, a Delaware corporation (collectively, the “Subsidiaries” and together with Holdings the “Guarantors”) and Wells Fargo Bank, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.
EXECUTIVE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEYExecutive Subscription Agreement • April 23rd, 2008 • CPG International Inc. • Unsupported plastics film & sheet • New York
NONCOMPETITION AGREEMENTNoncompetition Agreement • March 31st, 2008 • CPG International Inc. • Unsupported plastics film & sheet • New York
WHEREAS, pursuant to that certain Employment Agreement (the “Employment Agreement”), dated as of March 3, 2008 (the “Effective Date”) by and among the Companies and the Covenantor, the Covenantor performs services to the Companies;
LOAN AND SECURITY AGREEMENT by and among SCRANTON PRODUCTS INC. AZEK BUILDING PRODUCTS, INC. PROCELL DECKING INC. as Borrowers CPG INTERNATIONAL INC. CPG INTERNATIONAL I INC. SANTANA PRODUCTS INC. CPG SUB I CORPORATION VYCOM CORP. SANATEC SUB I...Loan and Security Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
This ABL/Term Loan Intercreditor Agreement is dated as of February 18, 2011 and entered into by and among CPG INTERNATIONAL I INC., a Delaware corporation (“CPG I”), SCRANTON PRODUCTS, INC., a Delaware corporation (“Scranton”), AZEK BUILDING PRODUCTS, INC., a Delaware corporation (“AZEK”), PROCELL DECKING INC., a Delaware corporation (“Procell”, and together with CPG I, Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers” as hereinafter defined), CPG INTERNATIONAL INC., a Delaware corporation (“Parent”), SANTANA PRODUCTS INC., a Delaware corporation (“Santana”), CPG SUB I CORPORATION, a Delaware Corporation (“Sub I”), VYCOM CORP., a Delaware corporation (“Vycom”) and SANATEC SUB I CORPORATION, a Delaware corporation (“Sanatec”, and together with Parent, Santana, Sub I, and Vycom, each individually a “Guarantor” and collectively “Guarantors”, and the “Guarantors”, together with the Borrowers, each individually a “Grantor” and collectively, together with any Gu
ABL/TERM LOAN INTERCREDITOR AGREEMENT among CPG INTERNATIONAL I INC. SCRANTON PRODUCTS INC. AZEK BUILDING PRODUCTS, INC. PROCELL DECKING INC. as Borrowers CPG INTERNATIONAL INC. SANTANA PRODUCTS INC. CPG SUB I CORPORATION VYCOM CORP. SANATEC SUB I...Abl/Term Loan Intercreditor Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
This ABL/Term Loan Intercreditor Agreement is dated as of February 18, 2011 and entered into by and among CPG INTERNATIONAL I INC., a Delaware corporation (“CPG I”), SCRANTON PRODUCTS, INC., a Delaware corporation (“Scranton”), AZEK BUILDING PRODUCTS, INC., a Delaware corporation (“AZEK”), PROCELL DECKING INC., a Delaware corporation (“Procell”, and together with CPG I, Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers” as hereinafter defined), CPG INTERNATIONAL INC., a Delaware corporation (“Parent”), SANTANA PRODUCTS INC., a Delaware corporation (“Santana”), CPG SUB I CORPORATION, a Delaware Corporation (“Sub I”), VYCOM CORP., a Delaware corporation (“Vycom”) and SANATEC SUB I CORPORATION, a Delaware corporation (“Sanatec”, and together with Parent, Santana, Sub I, and Vycom, each individually a “Guarantor” and collectively “Guarantors”, and the “Guarantors”, together with the Borrowers, each individually a “Grantor” and collectively, together with any Gu
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2007 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”), dated as of January 17, 2007, is by and among CPG INTERNATIONAL I INC. (f/k/a Compression Polymers Holding Corporation), a Delaware corporation (the “Borrower”), CPG INTERNATIONAL INC. (f/k/a Compression Polymer Holdings II Corporation), a Delaware corporation (the “Parent”), those Domestic Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (collectively, with the Parent, the “Guarantors,” and each individually, a “Guarantor”), the lenders identified on the signature pages hereto as the Lenders (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
AGREEMENT, made effective as of the day of , , by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“CPG International”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Scranton,” together with CPG LP, CPG International, CPG, AZEK, and Scranton, the “Companies” and each individually a “Company”), and (the “Covenantor”) (the “Agreement”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
AGREEMENT, made as of the 1st day of November 2005 by and among Compression Polymers Holding Corporation (“CPH”), a Delaware corporation, its wholly owned subsidiaries, Vycom Corp. (“Vycom”), a Delaware corporation and Compression Polymers Corp., a Delaware corporation (“CPC” and together with Vycom, the “Companies” and each individually a “Company”), and Scott Harrison (the “Covenantor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 23rd, 2008 • CPG International Inc. • Unsupported plastics film & sheet • New York
AMENDMENT NO. 1 TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • July 28th, 2010 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS AMENDMENT NO. 1 TO TERM LOAN AND SECURITY AGREEMENT, dated as of July 26, 2010 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association (as successor by merger to Wachovia Bank, National Association), in its capacity as administrative agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), CPG International I Inc., a Delaware corporation (“CPG I”), Scranton Products, Inc., a Delaware corporation (“Scranton”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”), Procell Decking Inc., a Delaware corporation (“Procell”, and together with CPG I, Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers”), CPG International Inc., a Delaware corporation (“Parent”), Santana Products Inc., a Delaware corporation (“Santana”), CPG Sub I Corporation, a Delaware Corporat
AMENDMENT NO. 2 AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 28th, 2010 • CPG International Inc. • Unsupported plastics film & sheet • New York
THIS AMENDMENT NO. 2 AND WAIVER TO LOAN AND SECURITY AGREEMENT, dated as of July 22, 2010 (this “Amendment No. 2”), is by and among Wells Fargo Bank, National Association (as successor by merger to Wachovia Bank, National Association), in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Scranton Products, Inc., a Delaware corporation (“Scranton”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”), Procell Decking Inc., a Delaware corporation (“Procell”, and together with Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers”), CPG International Inc., a Delaware corporation (“Parent”), CPG International I Inc., a Delaware corporation (“CPG I”), Santana Products Inc., a Delaware corporation (“Santana”), CPG Sub I Corporation, a Delaware Corporation (“Sub I”), V
EXECUTIVE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEYExecutive Subscription Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
