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”).
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.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.
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”.
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec • New York
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 12, 2020 (this “Amendment”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), The AZEK Company Inc., a Delaware corporation (“Successor Holdings”), as successor-in-interest to CPG Newco LLC, a Delaware limited liability company (“Predecessor Holdings”), the Lenders party hereto and Deutsche Bank AG New York Branch, as administrative agent (the “Administrative Agent”) which shall amend that certain Amended and Restated Revolving Credit Agreement, dated as of March 9, 2017, among the Borrower, Predecessor Holdings, the several lenders from time to time party thereto (the “Lenders”), and the Administrative Agent, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of June 5, 2020 (as so amended and in effect on the date hereof, the “Credit Agreement”).
25,000,000 shares of Class A Common Stock THE AZEK COMPANY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec • New York
The selling stockholders listed in Schedule II, Part A hereto (the “Individual Selling Stockholders”) and the selling stockholders listed in Schedule II, Part B hereto (the “Sponsor Selling Stockholders” and, together with the Individual Selling Stockholders, the “Selling Stockholders”), each a shareholder of The AZEK Company Inc., a Delaware corporation (the “Company”), propose to sell an aggregate of 25,000,000 shares (the “Firm Stock”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). In addition, the 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 3,750,000 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 Underwri
FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • September 8th, 2020 • AZEK Co Inc. • Plastics products, nec • New York
FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of August 6, 2020 (this “Amendment”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), The AZEK Company Inc., a Delaware corporation (“Successor Holdings”), as successor-in-interest to CPG Newco LLC, a Delaware limited liability company (“Predecessor Holdings”), the Lenders party hereto and Jefferies Finance LLC, as administrative agent (the “Administrative Agent”) which shall amend that certain Amended and Restated Term Loan Credit Agreement, dated as of June 18, 2018, among the Borrower, Predecessor Holdings, the several lenders from time to time party thereto (the “Lenders”), and the Administrative Agent (as in effect on the date hereof, the “Credit Agreement”).
