Amendment No. 1 To Loan And Security Agreement

Exhibit 10.14

AMENDMENT NO. 1 TO

LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of February 29, 2008 (this " Amendment No. 1" ), is by and among Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan and Security Agreement defined below (in such capacity, " Agent" ), the parties to the Loan Agreement as lenders (individually, each a " Lender" and collectively, " Lenders" ), 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 Scranton and AZEK, each individually a " Borrower" and collectively, " Borrowers" ), CPG International Inc., a Delaware corporation (" Parent" ), CPG International I Inc., a Delaware corporation (" CPG I" ) 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, CPG I, Santana, Sub I, Vycom, each individually a " Guarantor" and collectively " Guarantors" ).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agents on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated February 13, 2008, by and among Agent, Lenders, Borrowers and Guarantors (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the " Loan Agreement" ) and other agreements, documents and instruments referred to therein or at any time executed or delivered in connection therewith or related thereto, including, without limitation, this Amendment No. 1 (all of the foregoing, including the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the " Financing Agreements" );

WHEREAS, Borrowers have requested that Agent and Lenders agree to make certain amendments to the Loan Agreement, and Agents and Lenders are willing to make such amendments, subject to the terms and conditions set forth herein; and

WHEREAS, by this Amendment No. 1, Agent, Lenders, Borrowers and Guarantors intend to evidence such amendments;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the parties hereto agree as follows:


1.

Definitions .

(a) Additional Definition . As used herein or in the Financing Agreements, the term " Amendment No. 1" shall mean Amendment No. 1 to Loan Agreement, dated as of


February 29, 2008 by and among Borrowers, Guarantors, Agents and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, such definition.

(b) Interpretation . For purposes of this Amendment No. 1, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 1.

(c) Permitted Liens . The definition of " Permitted Liens" in Section 1.118(n) of the Loan Agreement is hereby amended by deleting such definition in its entirety and substituting the following therefor:

" (n) the liens of the Term Loan Agent for itself and the benefit of the Secured Parties (as defined in the Term Loan Agreement), securing the Obligations of the Term Loans pursuant to the Term Loan Agreement (as in effect on February 29, 2008), subject to and in accordance with the Intercreditor Agreement (as in effect on February 29, 2008);"

(d) Term Loan Agreement . The definition of " Term Loan Agreement" in Section 1.161 of the Loan Agreement is hereby amended by deleting such definition in its entirety and substituting the following therefor:

"" Term Loan Agreement" shall mean the Term Loan and Security Agreement, dated February 29, 2008, by and among Borrowers, Guarantors, Term Loan Agent and Term Loan Lenders, as the same now exists or may thereafter be amended, modified, supplemented, extended, renewed, restated or replaced."

(e) Term Loan Intercreditor Agreement . The definition of " Term Loan Intercreditor Agreement" in Section 1.162 of the Loan Agreement is hereby amended by deleting such definition in its entirety and substituting the following therefor:

"" Term Loan Intercreditor Agreement" shall mean the ABL/Term Loan Intercreditor Agreement, dated February 29, 2008, by and among Borrowers, Guarantors, Agent, Term Loan Agent and Wachovia in its capacity as control agent for the Agent and the Term Loan Agent."

2. Grant and Perfection of Security Interest . Section 5 of the Loan Agreement is hereby amended by inserting the following immediately after Section 5.3 of such Section:


" 5.4 Intercreditor Provisions .

Notwithstanding anything herein to the contrary, the lien and security inte ...