CPG INTERNATIONAL LLC AS ISSUER THE GUARANTORS AND WILMINGTON TRUST, NATIONAL ASSOCIATION AS TRUSTEE 9.500% Senior Notes due 2025 INDENTURE Dated as of May 12, 2020Indenture • May 29th, 2020 • CPG Newco LLC • Plastics products, nec • New York
INDENTURE dated as of May 12, 2020 (as amended, restated or supplemented from time to time, this “Indenture”), among CPG International LLC, the guarantors party hereto from time to time and Wilmington Trust, National Association (the “Trustee”), as Trustee.
● ] shares of Class A Common Stock THE AZEK COMPANY INC. (SUCCESSOR TO CPG NEWCO LLC) UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
The AZEK Company Inc. (successor to CPG Newco LLC), a Delaware corporation (the “Company”), proposes to sell [ ● ] shares (the “Firm Stock”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [ ● ] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
14,000,000 shares of Class A Common Stock THE AZEK COMPANY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2023 • AZEK Co Inc. • Plastics products, nec • New York
The selling stockholders listed in Schedule II hereto (the “Selling Stockholders”), each a shareholder of The AZEK Company Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 14,000,000 shares (the “Firm Stock”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the Underwriter an option to purchase up to an aggregate of 2,100,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” The Company and the Selling Stockholders understand that the Underwriter proposes to make a public offering of the Stock as soon as the Underwriter deems advisable after this agreement (this “Agreement”) has been executed and delivered.
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 3rd, 2022 • AZEK Co Inc. • Plastics products, nec • New York
INTERCREDITOR AGREEMENT dated as of April 28, 2022 among DEUTSCHE BANK AG NEW YORK BRANCH (“Deutsche Bank”), as ABL Agent, Bank of America, N.A. (“Bank of America”), as a Term Loan Agent, CPG International LLC, a Delaware limited liability company (the “Company”), as the borrower under the ABL Credit Agreement and the Term Loan Credit Agreement, The Azek Company Inc., a Delaware corporation (“Holdings”) and each Subsidiary of Holdings that, in each case, becomes a party hereto pursuant to Section 9.19 below.
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 7th, 2024 • AZEK Co Inc. • Plastics products, nec • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 9, 2017 (the “Agreement”), among CPG International LLC, a Delaware limited liability company as the borrower (the “Borrower”), The Azek Company Inc., a Delaware corporation and the parent of the Borrower (“Holdings”), the Co-Borrowers party hereto, the Lenders party hereto from time to time and Deutsche Bank AG New York Branch (“Deutsche Bank”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”) and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), and Deutsche Bank as swingline lender (in such capacity, and as further defined in Section 1.01, the “Swingline Lender”) and as an issuing bank (in such capacity, and as further defined in Section 1.01, an “Issuing Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2021 • AZEK Co Inc. • Plastics products, nec • Illinois
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 15th day of July, 2017, by and between CPG International LLC., a Delaware corporation (“Employer”) and Joe Ochoa (the “Executive”).
THE AZEK COMPANY INC. NONQUALIFIED STOCK OPTION GRANT (Option Award for AOT Building Products, L.P. Profits Interests)Letter Agreement • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec • Delaware
THIS STOCK OPTION GRANT (the “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and among The AZEK Company Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified on the Signature Page attached hereto (“Participant”).
Trademark Security AgreementTrademark Security Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
Trademark Security Agreement, dated as of January 29, 2018, by WES, LLC (the “Pledgor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as administrative agent pursuant to the Term Loan Credit Agreement (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2021 • AZEK Co Inc. • Plastics products, nec • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 20th day of August, 2019, and effective as of the Hire Date (as defined below), by and between CPG International LLC, a Delaware limited liability company doing business as The Azek Company LLC (“Employer”) and Paul Kardish (“Executive”).
Patent Security AgreementPatent Security Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
Patent Security Agreement, dated as of January 29, 2018, by WES, LLC (the “Pledgor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).
Patent Security AgreementPatent Security Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
Patent Security Agreement, dated as of January 29, 2018, by WES, LLC (the “Pledgor”), in favor of JEFFERIES FINANCE LLC, in its capacity as successor administrative agent and collateral agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent and Collateral Agent”).
AMENDED AND RESTATED INDUSTRIAL LEASE BETWEEN NORTH KEYSER PARTNERS, LLC AND VYCOM CORP. DATED: May 10, 2005Industrial Lease • September 20th, 2019 • CPG Newco LLC • Plastics products, nec • Pennsylvania
This Amended and Restated Industrial Lease (this “Lease”) is made as of May 10, 2005 and entered into between North Keyser Partners, LLC (“Lessor”), a Delaware limited liability company, and Vycom Corp. (“Lessee”), a Delaware corporation.
REGISTRATION RIGHTS AGREEMENT by and among THE AZEK COMPANY INC., ARES CORPORATE OPPORTUNITIES FUND IV, L.P., ONTARIO TEACHERS’ PENSION PLAN BOARD, and THE OTHER STOCKHOLDERS PARTY HERETO Dated as of June 11, 2020Registration Rights Agreement • August 14th, 2020 • AZEK Co Inc. • Plastics products, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of June 11, 2020, by and among The AZEK Company Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund IV, L.P., a Delaware limited partnership (“Ares”), Ontario Teachers’ Pension Plan Board (“OTPP”), each of the other stockholders listed on Exhibit B (the “Other Stockholders”) and any transferee that becomes a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached as Exhibit A.
Trademark Security AgreementTrademark Security Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
Trademark Security Agreement, dated as of January 29, 2018, by WES, LLC (the “Pledgor”), in favor of JEFFERIES FINANCE LLC, in its capacity as successor administrative agent and collateral agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent and Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
This Second Supplemental Indenture is entered into as of December 19, 2014 (this “Supplemental Indenture”), by and among CPG Building Products LLC (the “New Guarantor”), CPG International LLC (the “Issuer”) and Wilmington Trust, National Association, as Trustee (the “Trustee”).
TERM LOAN CREDIT AGREEMENT, Dated as of April 28, 2022, among CPG INTERNATIONAL LLC, as the Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A.,Assignment and Acceptance • May 3rd, 2022 • AZEK Co Inc. • Plastics products, nec • New York
TERM LOAN CREDIT AGREEMENT, dated as of April 28, 2022 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), The Azek Company Inc., a Delaware corporation (“Holdings”), the Lenders party hereto from time to time, and Bank of America, N.A., as administrative agent and collateral agent (in such capacities, and as further defined in Section 1.01, the “Administrative Agent”).
ContractSupplemental Indenture • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
This Supplemental Indenture is entered into as of September 30, 2013 (this “Supplemental Indenture”), by and among the undersigned (each, a “New Guarantor”), CPG International LLC (the “Issuer”), the guarantors party thereto from time to time and Wilmington Trust, National Association, as Trustee.
THE AZEK COMPANY INC. RESTRICTED STOCK GRANT (Replacement Award for AOT Building Products, L.P. Profits Interests)Letter Agreement • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec • Delaware
THIS RESTRICTED STOCK GRANT (the “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and among CPG Newco LLC, to be converted into The AZEK Company Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the participant identified on the Signature Page attached hereto (“Participant”) and AOT Building Products, L.P., a Delaware limited partnership (“Parent”).
THE AZEK COMPANY INC. 2020 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 29th, 2022 • AZEK Co Inc. • Plastics products, nec
This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units (“RSUs”) by The AZEK Company Inc., a Delaware corporation (“AZEK”) under The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 30, 2013, among CPG MERGER SUB LLC, as the Borrower, each other Subsidiary of Holdings identified herein and BARCLAYS BANK PLC, as Administrative Agent and Collateral AgentTerm Loan Guarantee and Collateral Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT dated as of September 30, 2013 (this “Agreement”), among CPG MERGER SUB LLC, a Delaware limited liability company (prior to the consummation of the Acquisition, the “Borrower”), each other party that becomes a party to this Agreement after the Closing Date and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
THE AZEK COMPANY INC. 2020 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 23rd, 2021 • AZEK Co Inc. • Plastics products, nec
This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units (“RSUs”) by The AZEK Company Inc., a Delaware corporation (“AZEK”) under The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
THE AZEK COMPANY INC.Ipo Nonqualified Stock Option Award Agreement • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec
This Nonqualified Stock Option Award Agreement (this “Award Agreement”) evidences an award of nonqualified stock options (“Options”) by The AZEK Company Inc., a Delaware corporation (“AZEK”) under The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Dated as of March 9, 2017, among CPG INTERNATIONAL LLC, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents, TD BANK, N.A. and THE...Revolving Credit Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 9, 2017 (the “Agreement”), among CPG International LLC, a Delaware limited liability company as the borrower (the “Borrower”), CPG Newco LLC, a Delaware limited liability company and the parent of the Borrower (“Holdings”), the Co-Borrowers party hereto, the Lenders party hereto from time to time and Deutsche Bank AG New York Branch (“Deutsche Bank”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”) and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), and Deutsche Bank as swingline lender (in such capacity, and as further defined in Section 1.01, the “Swingline Lender”) and as an issuing bank (in such capacity, and as further defined in Section 1.01, an “Issuing Bank”).
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • Pennsylvania
THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the “Agreement”) is made as of September 15, 2017 between CPG International LLC (“Company”) and the undersigned employee, Jonathan Skelly (“Employee”).
CPG MERGER SUB LLC, (to be merged with and into CPG INTERNATIONAL INC., which will then convert into CPG INTERNATIONAL LLC) AS ISSUER THE GUARANTORS AND WILMINGTON TRUST, NATIONAL ASSOCIATION AS TRUSTEE 8.000% Senior Notes due 2021 INDENTURE Dated as...CPG Merger Sub • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
INDENTURE dated as of September 30, 2013 (as amended, restated or supplemented from time to time, this “Indenture”), among CPG MERGER SUB LLC, a Delaware limited liability company (which upon the consummation of the Merger will merge with and into CPG International Inc., with CPG International Inc. surviving the Merger, following which CPG International Inc. will convert into a limited liability company and will become CPG International LLC), the guarantors party hereto from time to time and Wilmington Trust, National Association (the “Trustee”), as Trustee.
NON-COMPETITION AGREEMENTNon-Competition Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • Illinois
WHEREAS, pursuant to that certain Employment Agreement (the “Employment Agreement”), dated as of May 26, 2016 (the “Effective Date”) by and among the Company and the Covenantor, the Covenantor performs services to the Company;
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of June 11, 2020 by and among CPG Holdco LLC, a Delaware limited liability company (“Holdco”), and CPG Newco LLC, a Delaware limited liability company and wholly owned subsidiary of Holdco (“Newco”). The above listed entities are sometimes collectively referred to in this Agreement as the “Parties”.
STOCKHOLDERS AGREEMENT By and Among THE AZEK COMPANY INC., ARES CORPORATE OPPORTUNITIES FUND IV, L.P. AND ONTARIO TEACHERS’ PENSION PLAN BOARD Dated as of June 11, 2020Stockholders Agreement • August 14th, 2020 • AZEK Co Inc. • Plastics products, nec • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of June 11, 2020 (the “Effective Date”), is by and among The AZEK Company Inc. (successor to CPG Newco LLC), a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund IV, L.P., a Delaware limited partnership (“Ares”), and Ontario Teachers’ Pension Plan Board (“OTPP”) (each of Ares and OTPP, individually, a “Sponsor” and, together, the “Sponsors”).
●] shares of Class A Common Stock THE AZEK COMPANY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2021 • AZEK Co Inc. • Plastics products, nec • New York
The selling stockholders listed in Schedule II hereto (the “Selling Stockholders”), each a shareholder of The AZEK Company Inc., a Delaware corporation (the “Company”), propose to sell an aggregate of [●] shares (the “Firm Stock”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [●] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Stock as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
This Third Supplemental Indenture is entered into as of February 20, 2018 (this “Supplemental Indenture”), by and among WES, LLC and Ultralox Technology, LLC (each, a “New Guarantor”), CPG International LLC (the “Issuer”) and Wilmington Trust, National Association, as Trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2021 • AZEK Co Inc. • Plastics products, nec
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 14th day of July, 2021, by and between CPG International LLC, a Delaware limited liability company doing business as The AZEK Company, and its successors and affiliates ( the “Employer”) and Peter Clifford (the “Executive”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • Delaware
This Amendment No. 1 to Membership Interest Purchase Agreement, dated as of June 15, 2018 (this “Amendment”), is entered into by and among CPG International LLC d/b/a The AZEK Company LLC, a Delaware limited liability company (“Buyer”), Versatex Holdings, LLC, a Delaware limited liability company (the “Company”), the undersigned members of the Company (the “Sellers”) and, solely in its capacity as Seller Representative, Highlander Partners Trim, LLC. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 9th, 2023 • AZEK Co Inc. • Plastics products, nec • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 9, 2017 (the “Agreement”), among CPG International LLC, a Delaware limited liability company as the borrower (the “Borrower”), The Azek Company Inc., a Delaware corporation and the parent of the Borrower (“Holdings”), the Co-Borrowers party hereto, the Lenders party hereto from time to time and Deutsche Bank AG New York Branch (“Deutsche Bank”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”) and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), and Deutsche Bank as swingline lender (in such capacity, and as further defined in Section 1.01, the “Swingline Lender”) and as an issuing bank (in such capacity, and as further defined in Section 1.01, an “Issuing Bank”).
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENTTerm Loan Guarantee and Collateral Agreement Supplement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec
This Supplement is entered into as of June 18, 2018 (this “Supplement”), by Versatex Holdings, LLC, a Delaware limited liability company, and Versatex Building Products, LLC, a Pennsylvania limited liability company (each, a “New Guarantor”), and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Reference is hereby made to that certain Term Loan Guarantee and Collateral Agreement dated as of September 30, 2013 (as amended by the First Amendment to Term Loan Guarantee and Collateral Agreement, dated as of May 5, 2017, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), CPG Newco LLC, a Delaware limited liability company (“Holdings”), and certain Subsidiaries of Holdings (each, a “Subsidiary Loan Party”) and Je
Copyright Security AgreementSecurity Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
Copyright Security Agreement, dated as of September 30, 2013, by AZEK Building Products, Inc. (the “Pledgor”), in favor of BARCLAYS BANK PLC, in its capacity as administrative agent and collateral agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent and Collateral Agent”).
