Exhibit 10.3
ABL GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT
This Supplement is entered into as of January 29, 2018 (this “Supplement”), by WES, LLC, a Minnesota limited liability company, and UltraLox Technology, LLC, a Minnesota limited liability company (each, a “New Guarantor”), and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). Reference is hereby made to that certain ABL Guarantee and Collateral Agreement, dated as of September 30, 2013, as amended by First Amendment to ABL Guarantee and Collateral Agreement, dated as of March 9, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), CPG Newco LLC, a Delaware limited liability company (“Holdings”), and certain Subsidiaries of Holdings (each, a “Subsidiary Loan Party”) and Deutsche Bank AG New York Branch, as the Administrative Agent and as the Collateral Agent for the Secured Parties (as defined therein).
A. Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of March 9, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower), the Lenders party thereto, the Administrative Agent, the Collateral Agent, and other agents party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee and Collateral Agreement referred to therein, as applicable.
C. The Pledgors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans, each Issuing Bank to issue Letters of Credit and each Agent and Lender and their respective Affiliates to extend financial accommodations pursuant to any Specified Hedge Agreement or any agreement constituting a Cash Management Obligation under the Credit Agreement. Section 7.16 of the Guarantee and Collateral Agreement provides that additional Subsidiaries may become Subsidiary Loan Parties under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Each New Guarantor is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans, each Issuing Bank to issue additional Letters of Credit and each Agent and Lender and their respective Affiliates to extend financial accommodations pursuant to any Specified Hedge Agreement or any agreement constituting a Cash Management Obligation (if available under the Credit Agreement), and as consideration for any such financial accommodations previously made or issued under the Credit Agreement.
Accordingly, the Administrative Agent and each New Guarantor agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, each New Guarantor by its signature below becomes a Subsidiary Loan Party, a Guarantor and a Pledgor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party, a Guarantor and a Pledgor, and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee and
