SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
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).
W I T N E S S E T H:
WHEREAS, on June 11, 2020, Predecessor Holdings completed an initial public offering of its class A common stock (the IPO), and upon the completion of the IPO, Predecessor Holdings converted into a Delaware corporation and changed its name to The AZEK Company Inc., and thereafter Successor Holdings succeeded to all of the property and assets of Predecessor Holdings and succeeded to all of the debts and obligations of Predecessor Holdings, including all obligations of Predecessor Holdings under the Credit Agreement;
WHEREAS, following the completion of the IPO, Successor Holdings has become a reporting company under the Securities Exchange Act of 1934, as amended, and is obligated to file periodic reports and current reports with the SEC;
WHEREAS, in accordance with Section 9.08 of the Credit Agreement, the Borrower, the Required Lenders and the Administrative Agent have agreed to amend the Credit Agreement as described under Section 2 to reflect the status of Successor Holdings as a public company.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement after giving effect to the Amendments (as defined below) (the Amended Credit Agreement).
SECTION 2. Amendments. The following sections or portions of the Credit Agreement are hereby amended as set forth in the following amendments and restatements thereof (the Amendments):
(a) The definition of Change of Control in Section 1.01 is hereby amended by (i) replacing paragraph (b) in its entirety with [reserved]; or and (ii) deleting from paragraph (c) the phrase at any time upon or after the consummation of a Qualified IPO, and the phrase or any underwriter participating in a Qualified IPO of such definition.
(b) Each of the definitions of Consolidated Capital Expenditures (other than clauses (c) and (j) thereof), Consolidated Depreciation and Amortization Expense, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Maintenance Capital Expenditures, Consolidated Net Income (except the last two references to the Borrower in clause (e)), Consolidated Total Assets,