0001047469-06-007072 Sample Contracts

40,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT among COMPRESSION POLYMERS HOLDING CORPORATION as Borrower, COMPRESSION POLYMERS HOLDING II CORPORATION and THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as...
Credit Agreement • May 12th, 2006 • Vycom Corp. • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 10, 2005, is by and among COMPRESSION POLYMERS HOLDING CORPORATION., a Delaware corporation (the “Borrower”), COMPRESSION POLYMERS HOLDING II CORPORATION, a Delaware corporation (the “Parent”), the Guarantors (as defined below), the several banks, other financial institutions and Related Funds as may from time to time become parties to this Agreement (collectively, the “Lenders”, and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, and any successor in such capacity, the “Administrative Agent”).

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AMENDED AND RESTATED INDUSTRIAL LEASE BETWEEN NORTH KEYSER PARTNERS, LLC AND VYCOM CORP. DATED: May 12, 2005
Industrial Lease • May 12th, 2006 • Vycom Corp. • 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
Registration Rights Agreement • May 12th, 2006 • Vycom Corp. • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of April 28, 2006 (the “Agreement”), by and among Compression Polymers Holding Corporation, a Delaware corporation (the “Company”) Compression Polymers Holding II Corporation, a Delaware corporation (“Holdings”), and each of the subsidiary guarantors listed on Exhibit A attached hereto (collectively with Holdings, the “Guarantors” and together with the Company, the “Issuers”), on the one hand, and Wachovia Capital Markets, LLC (the “Initial Purchaser”), on the other hand.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 24, 2006, is by and among COMPRESSION POLYMERS HOLDING CORPORATION, a Delaware corporation (the “Borrower”), 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 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”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS AGREEMENT is made effective as of the 1st day of January 2006, by and among Compression Polymers Holding Corporation, a Delaware corporation (“CPH”), and its wholly owned subsidiaries, Compression Polymers Corp., a Delaware corporation (“CPC”), and Vycom Corp., a Delaware corporation (“Vycom”) (CPC and Vycom, collectively, the “Employers” and individually an “Employer”), and James Keisling (“Executive”).

COMPRESSION POLYMERS HOLDING CORPORATION $65.0 million Senior Floating Rate Notes due 2012 $150.0 million 10½ % Senior Notes due 2013 PURCHASE AGREEMENT
Stock Purchase Agreement • May 12th, 2006 • Vycom Corp. • New York

Compression Polymers Holding Corporation, a Delaware corporation (the “Issuer”), Compression Polymers Holding II Corporation, a Delaware corporation (“Holdings”), Compression Polymers Corp., a Delaware corporation (“Compression”), Vycom Corporation, a Delaware corporation (“Vycom” and, together with Compression, the “Companies”) and CPCapitol Acquisition Corp., the sole subsidiary of either of the Companies (the “Subsidiary”) hereby confirm their agreement with you (the “Initial Purchaser”), as set forth below:

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS AGREEMENT is made effective as of the 10th day of May 2005, by and among Compression Polymers Holding Corporation, a Delaware Corporation (“CPH”), and its wholly owned subsidiary, Vycom Corp., a Delaware corporation (“Vycom”) (“Employer”), and Ralph Bruno (“Executive”).

SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE
Second Supplemental Indenture • May 12th, 2006 • Vycom Corp. • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of April 28, 2006 (this “Supplemental Indenture”), among Santana Holdings Corp., a Delaware corporation, and Santana Products, Inc., a Delaware corporation (the “New Guarantors”), Compression Polymers Holding Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), Compression Polymers Holding II Corporation, Compression Polymers Corp., Vycom Corp., CPCapitol Acquisition Corp., CPH Sub I Corporation, CPH Sub II Corporation, CPC Sub I Corporation and VC Sub I Corporation (collectively, the “Existing Guarantors” and together with the New Guarantors, the “Guarantors”) and Wells Fargo Bank, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT DATED AS OF MAY 5, 2005 BY AND AMONG COMPRESSION POLYMERS HOLDINGS LLC, as Seller, COMPRESSION POLYMERS HOLDING II LP, as Purchaser, VYCOM CORP., COMPRESSION POLYMERS CORP., AND CPCAPITOL ACQUISITION CORP....
Stock Purchase Agreement • May 12th, 2006 • Vycom Corp. • New York

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of May 5, 2005, by and among Compression Polymers Holdings LLC, a Delaware limited liability company (the “Seller”), Compression Polymers Holding II LP, a Delaware limited partnership (“Purchaser”), Vycom Corp., a Delaware corporation (“Vycom”), Compression Polymers Corp., a Delaware corporation (“CPC”) and CPCapitol Acquisition Corp., a Delaware corporation (“CPCapitol”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Original Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS AGREEMENT is made effective as of the 10th day of May 2005, by and among Compression Polymers Holding Corporation, a Delaware Corporation (“CPH”), and its wholly owned subsidiaries, Compression Polymers Corp., a Delaware corporation (“CPC”), and Vycom Corp., a Delaware corporation (“Vycom”) (CPC and Vycom, collectively, the “Employers” and individually an “Employer”), and Mike Kapuscinski (“Executive”).

STOCK PURCHASE AGREEMENT between SANTANA HOLDINGS, LLC, as Seller, and COMPRESSION POLYMERS HOLDING CORPORATION, as Buyer, Dated as of April 20, 2006
Stock Purchase Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2006, between Santana Holdings, LLC, a Delaware limited liability company (the “Seller”), and Compression Polymers Holding Corporation, a Delaware corporation (the “Buyer”).

STOCK PURCHASE AGREEMENT DATED AS OF MARCH 12, 2005 BY AND AMONG COMPRESSION POLYMERS HOLDINGS LLC, as Seller, COMPRESSION POLYMERS HOLDING II LP, as Purchaser, VYCOM CORP., COMPRESSION POLYMERS CORP., AND CPCAPITOL ACQUISITION CORP. as the Companies...
Stock Purchase Agreement • May 12th, 2006 • Vycom Corp. • New York

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2005, by and among Compression Polymers Holdings LLC, a Delaware limited liability company (the “Seller”), Compression Polymers Holding II LP, a Delaware limited partnership (“Purchaser”), Vycom Corp., a Delaware corporation (“Vycom”), Compression Polymers Corp., a Delaware corporation (“CPC”) and CPCapitol Acquisition Corp., a Delaware corporation (“CPCapitol”, and collectively with Vycom and CPC, the “Companies” and each individually a “Company”), and, for purposes of Sections 6.11 and 6.15 only, North Keyser Partners, LLC, a Delaware limited liability company.

SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE
First Supplemental Indenture • May 12th, 2006 • Vycom Corp. • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of April 27, 2006 (this “Supplemental Indenture”), among CPH Sub I Corporation, a Delaware corporation, CPH Sub II Corporation, a Delaware corporation, CPC Sub I Corporation, a Delaware corporation, and VC Sub I Corporation, a Delaware corporation (the “New Guarantors”), Compression Polymers Holding Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), Compression Polymers Holding II Corporation, Compression Polymers Corp., Vycom Corp., CPCapitol Acquisition Corp. (collectively, the “Existing Guarantors” and together with the New Guarantors, the “Guarantors”) and Wells Fargo Bank, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS AGREEMENT is made effective as of the 4th day of October 2005, by and among Compression Polymers Holding Corporation, a Delaware Corporation (“CPH”), and its wholly owned subsidiaries, Compression Polymers Corp., a Delaware corporation (“CPC”), and Vycom Corp., a Delaware corporation (“Vycom”) (CPC and Vycom, collectively, the “Employers” and individually an “Employer”), and Scott Harrison (“Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Vycom Corp. • New York

THIS AGREEMENT is made effective as of the 1st day of January, 2006, by and among Compression Polymers Holding Corporation, a Delaware Corporation (“CPH”), and its wholly owned subsidiaries, Compression Polymers Corp., a Delaware corporation (“CPC”), and Vycom Corp., a Delaware corporation (“Vycom”) (CPC and Vycom, collectively, the “Employers” and individually an “Employer”), John R. Loyack (“Executive”) and, solely with respect to Section 4, Compression Polymers Holding I LP, a Delaware limited partnership (“CPH I”).

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