0001047469-11-003976 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York

THIS AGREEMENT (this “Agreement”) is made effective as of the 20th day of April, 2011, by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“Employer”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Scranton,” together with CPG LP, Employer, CPG, AZEK, and Scranton, the “Companies”), and Jason Grommon (the “Executive”).

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TERM LOAN AND SECURITY AGREEMENT by and among CPG INTERNATIONAL I INC. SCRANTON PRODUCTS INC. AZEK BUILDING PRODUCTS, INC. PROCELL DECKING INC. as Borrowers CPG INTERNATIONAL INC. SANTANA PRODUCTS INC. CPG SUB I CORPORATION VYCOM CORP. SANATEC SUB I...
Loan and Security Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York

This Term Loan and Security Agreement dated February 18, 2011 is entered into by and among CPG International I Inc., a Delaware corporation (“CPG I”), Scranton Products, Inc., a Delaware corporation (“Scranton”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”), Procell Decking Inc., a Delaware corporation (“Procell”, and together with CPG I, Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers” as hereinafter defined), CPG International Inc., a Delaware corporation (“Parent”), Santana Products Inc., a Delaware corporation (“Santana”), CPG Sub I Corporation, a Delaware Corporation (“Sub I”), Vycom Corp., a Delaware corporation (“Vycom”) and Sanatec Sub I Corporation, a Delaware corporation (“Sanatec”, and together with Parent, Santana, Sub I, Vycom, and any Subsidiaries that are not Foreign Subsidiaries that may become parties hereto after the date hereof as guarantors, each individually a “Guarantor” and collectively “Guarantors” as hereinafter d

ABL/TERM LOAN INTERCREDITOR AGREEMENT among CPG INTERNATIONAL I INC. SCRANTON PRODUCTS INC. AZEK BUILDING PRODUCTS, INC. PROCELL DECKING INC. as Borrowers CPG INTERNATIONAL INC. SANTANA PRODUCTS INC. CPG SUB I CORPORATION VYCOM CORP. SANATEC SUB I...
Term Loan Intercreditor Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York

This ABL/Term Loan Intercreditor Agreement is dated as of February 18, 2011 and entered into by and among CPG INTERNATIONAL I INC., a Delaware corporation (“CPG I”), SCRANTON PRODUCTS, INC., a Delaware corporation (“Scranton”), AZEK BUILDING PRODUCTS, INC., a Delaware corporation (“AZEK”), PROCELL DECKING INC., a Delaware corporation (“Procell”, and together with CPG I, Scranton and AZEK, each individually a “Borrower” and collectively, “Borrowers” as hereinafter defined), CPG INTERNATIONAL INC., a Delaware corporation (“Parent”), SANTANA PRODUCTS INC., a Delaware corporation (“Santana”), CPG SUB I CORPORATION, a Delaware Corporation (“Sub I”), VYCOM CORP., a Delaware corporation (“Vycom”) and SANATEC SUB I CORPORATION, a Delaware corporation (“Sanatec”, and together with Parent, Santana, Sub I, and Vycom, each individually a “Guarantor” and collectively “Guarantors”, and the “Guarantors”, together with the Borrowers, each individually a “Grantor” and collectively, together with any Gu

FORM OF NONCOMPETITION AGREEMENT
Form of Noncompetition Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York

AGREEMENT, made effective as of the day of , , by and among CPG International Holdings LP (“CPG LP”), a Delaware limited partnership, and its wholly owned subsidiaries, CPG International Inc., a Delaware corporation (“CPG International”), CPG International I Inc., a Delaware corporation (“CPG”), AZEK Building Products, Inc., a Delaware corporation (“AZEK”) and Scranton Products Inc., a Delaware corporation (“Scranton,” together with CPG LP, CPG International, CPG, AZEK, and Scranton, the “Companies” and each individually a “Company”), and (the “Covenantor”) (the “Agreement”).

NONCOMPETITION AGREEMENT
Noncompetition Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York

AGREEMENT, made as of the 1st day of November 2005 by and among Compression Polymers Holding Corporation (“CPH”), a Delaware corporation, its wholly owned subsidiaries, Vycom Corp. (“Vycom”), a Delaware corporation and Compression Polymers Corp., a Delaware corporation (“CPC” and together with Vycom, the “Companies” and each individually a “Company”), and Scott Harrison (the “Covenantor”).

EXECUTIVE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
Subscription Agreement • April 22nd, 2011 • CPG International Inc. • Miscellaneous plastics products • New York
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