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...Indenture • August 6th, 2019 • 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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
INTERCREDITOR AGREEMENT dated as of September 30, 2013 among DEUTSCHE BANK AG NEW YORK BRANCH (“Deutsche Bank”), as ABL Agent, BARCLAYS BANK PLC (“Barclays”), as a Term Loan Agent, CPG MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”, and prior to the consummation of the Acquisition, the “Company”), as the initial borrower under the ABL Credit Agreement and the Term Loan Credit Agreement, Holdings (as defined below) and each Subsidiary of Holdings that, in each case, becomes a party hereto pursuant to Section 9.19 below.
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”).
Trademark Security AgreementTrademark Security Agreement • August 6th, 2019 • 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 • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 21st day of December, 2018, effective as of the Start Date (as defined below) by and between CPG International LLC, a Delaware limited liability company doing business as The Azek Company LLC (“Employer”) and Ralph Nicoletti (“Executive”).
Patent Security AgreementPatent Security Agreement • August 6th, 2019 • 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 • August 6th, 2019 • 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”).
Trademark Security AgreementTrademark Security Agreement • August 6th, 2019 • 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 INDENTURESupplemental Indenture • August 6th, 2019 • 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”).
ContractSupplemental Indenture • August 6th, 2019 • 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.
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 • August 6th, 2019 • 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).
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • August 6th, 2019 • 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”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 6th, 2019 • 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;
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”).
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).
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 AgreementCopyright Security 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”).
Trademark Security AgreementTrademark Security Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
Trademark Security Agreement, dated as of June 18, 2018, by Versatex Building Products, 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”).
Copyright Security AgreementCopyright Security 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 DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as administrative agent and collateral agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent and Collateral Agent”).
Patent Security AgreementPatent Security Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
Patent Security Agreement, dated as of September 30, 2013, by AZEK Building Products, Inc., TimberTech Limited, Scranton Products Inc., and Vast Enterprises, LLC (the “Pledgors”), 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”).
ABL GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENTAbl Guarantee and Collateral Agreement Supplement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec
This Supplement is entered into as of January 29, 2018 (this “Supplement”), by WES, LLC, a Minnesota limited liability company, and UltraLox Technology, LLC, a Minnesota limited liability company (each, a “New Guarantor”), and Deutsche Bank AG New York Branch, 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 ABL Guarantee and Collateral Agreement, dated as of September 30, 2013, as amended by First Amendment to ABL Guarantee and Collateral Agreement, dated as of March 9, 2017 (as 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 Deutsche Bank AG New York Branch, as the Ad
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • Illinois
THIS AGREEMENT is made effective as of the 26th day of May, 2016 by and among CPG International LLC, a Delaware corporation (“Employer”), and Jesse Singh (the “Executive”).
LIMITED LIABILITY COMPANY AGREEMENT OF AOT BUILDING PRODUCTS NEWCO LLCLimited Liability Company Agreement • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of AOT BUILDING PRODUCTS NEWCO LLC (the “Company”) is entered into as of August 16, 2013, by the undersigned as its sole member (the “Member”).
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 January 29, 2018 (this “Supplement”), by WES, LLC, a Minnesota limited liability company, and UltraLox Technology, LLC, a Minnesota 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, 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 Jefferies Finance LLC, as the successor Administrative Agent and Collateral Agent for the Secured Parties (as defined therein).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 6th, 2019 • CPG Newco LLC • Plastics products, nec • New York
This Fourth Supplemental Indenture is entered into as of June 18, 2018 (this “Supplemental Indenture”), by and among Versatex Holdings, LLC, a Delaware limited liability company (“Versatex Holdings”) and Versatex Building Products, LLC, a Pennsylvania limited liability company (“Versatex Building Products” and together with Versatex Holdings, the “New Guarantors”), CPG International LLC (the “Issuer”), the guarantors party thereto from time to time and Wilmington Trust, National Association, as Trustee.
