● ] 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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 7th, 2020 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • Illinois
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 15th day of July, 2017, by and between CPO 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 • February 7th, 2020 • CPG Newco LLC • 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”).
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”).
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 [●]Registration Rights Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [●] 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”).
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 • February 7th, 2020 • CPG Newco LLC • 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 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”).
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.Ipo Nonqualified Stock Option Award Agreement • February 7th, 2020 • CPG Newco LLC • 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.
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;
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 [●], 2020Stockholders Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 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”).
INCREMENTAL AMENDMENT NO. 1Assignment and Acceptance • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of June 18, 2018 (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 as the existing borrower (following the consummation of the Acquisition (as defined below), the “Borrower”) the Lenders party hereto from time to time, and Jefferies Finance LLC, 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”).
ABL GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENTGuarantee and Collateral Agreement Supplement • February 7th, 2020 • 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 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 Yo
Trademark Security AgreementTrademark Security Agreement • February 7th, 2020 • 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 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”).
THE AZEK COMPANY INC.Restricted Stock Unit Award Agreement • February 7th, 2020 • CPG Newco LLC • 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.Restricted Stock Unit Award Agreement • February 7th, 2020 • CPG Newco LLC • 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.
AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF AOT BUILDING PRODUCTS NEWCO LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec
This AMENDMENT NO. 1 (this “Amendment”) to the LIMITED LIABILITY COMPANY AGREEMENT of AOT Building Products Newco LLC, a Delaware limited liability company (the “Company”), dated as of August 15, 2013 (the “LLC Agreement”), is dated as of September 16, 2013. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the LLC Agreement.
THE AZEK COMPANY INC.Nonqualified Stock Option Award Agreement • February 7th, 2020 • CPG Newco LLC • 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.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CPG International LLC d/b/a The AZEK Company LLC, VERSATEX HOLDINGS, LLC, THE MEMBERS OF VERSATEX HOLDINGS, LLC, and THE SELLER REPRESENTATIVE NAMED HEREIN dated as of May 11, 2018Membership Interest Purchase Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of May 11, 2018, is entered into by and among VERSATEX HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the members of the Company listed on Schedule I hereto (collectively, “Sellers”), CPG International LLC d/b/a The AZEK Company LLC, a Delaware limited liability company (“Buyer”), and, solely for the limited purposes described herein, Highlander Partners Trim, LLC, in its capacity as Seller Representative (as hereinafter defined).
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 30, 2013, among CPG MERGER SUB LLC, as the initial Borrower, each other Subsidiary of Holdings identified herein and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral...Guarantee and Collateral Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
ABL 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 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”) for the Secured Parties (as defined below).
Trademark Security AgreementTrademark Security Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
Trademark Security Agreement, dated as of September 30, 2013, by Azek Building Products, Inc., Scranton Products, Inc., TimberTech Limited, 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”).
Patent Security AgreementPatent Security Agreement • February 7th, 2020 • 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 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”).
Trademark Security AgreementTrademark Security Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • New York
Trademark Security Agreement, dated as of September 30, 2013, by AZEK Building Products, Inc., Scranton Products Inc., TimberTech Limited, and Vast Enterprises, LLC (the “Pledgors”), 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”).
ContractCPG Newco LLC • February 7th, 2020 • Plastics products, nec
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2020 • CPG Newco LLC • Plastics products, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [•], 2020, is made by and between THE AZEK COMPANY, INC., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
