SECOND SUPPLEMENTAL INDENTURE
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).
W I T N E S S E T H:
WHEREAS, CPG Merger Sub LLC, as the issuer and the Trustee have heretofore executed and delivered an Indenture, dated as of September 30, 2013, as supplemented by a supplemental indenture, dated as of September 30, 2013, among the guarantors party thereto and the Trustee (as supplemented, waived or otherwise modified, the Indenture), providing for the issuance of an aggregate principal amount of $315.0 million of 8.000% Senior Notes due 2021 of the Issuer (the Notes);
WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Guarantee);
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all things have been done to make this Supplemental Indenture a legal, valid and binding agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
REPRESENTATIONS; AGREEMENT TO BE BOUND; GUARANTEE
SECTION 2.1 Representations. The New Guarantor represents and warrants to the Trustee as follows:
(i) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.