Form of Intercompany Note

Exhibit 10.1

FORM OF

INTERCOMPANY NOTE

_______, 200__

For value received, CPG INTERNATIONAL HOLDINGS LP (formerly known as Compression Polymers Holding I LP, together with its successors and permitted assigns, the " Payor" ), hereby promises to pay on demand to the order of AZEK BUILDING PRODUCTS INC. (together with its successors and permitted assigns, the " Payee" ), the unpaid principal amount of $_________, in lawful money of the United States of America in immediately available funds, and to pay interest on the principal amount hereof from time to time outstanding, in like money, on a monthly basis, such interest to accrue at the short-term applicable federal rate, as defined in Section 1274(d) of the Internal Revenue Code. All such payments of principal and interest shall be made without offset, counterclaim or deduction of any kind in lawful money of the United States of America in immediately available funds at such location in the United States of America as the relevant Payee shall designate from time to time.

Upon the commencement by or against the Payor of any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Payor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Payor.

The Payee is hereby authorized (but not required) to record all loans and advances made by it to the Payor (all of which shall be evidenced by this intercompany note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

This intercompany note (the " Intercompany Note" ) is one of the intercompany notes referred to in the Loan and Security Agreement, dated as of the date hereof (the " Loan Agreement" ), among the Payee, the lenders as may from time to time become parties thereto, Wachovia Bank, National Association, as agent for the lenders thereunder, and General Electric Capital Corporation, as syndication agent and the other parties thereto, and is subject to the terms and provisions thereof. This Intercompany Note shall be pledged by the Payee pursuant to the Loan Agreement. The Payor hereby acknowledges and agrees that the Agent pursuant to and as defined in the Loan Agreement may exercise all rights provided therein with respect to this Intercompany Note.

This Intercompany Note, and the obligations of the Payor hereunder, shall be subordinate and junior in right of payment to all Senior Debt (as defined in Section 1 of Annex A hereto) on the terms and conditions set forth in Annex A hereto. Annex A hereto is incorporated herein by reference in its entirety and is a part of this Intercompany Note to the same extent as if it had been set forth in its entirety in this Intercompany Note.


THIS INTERCOMPANY NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


CPG International holdings lp


By:

Name:

Title:


Pay to the order of

AZEK BUILDING PRODUCTS INC.


By:

Name:

Title:


ANNEX A


ullet Definitions. Capitalized terms defined in the Loan Agreement (as defined in the promissory note to which this Annex A is attached (the " Intercompany Note" )) or another document evidencing Senior Debt, and not otherwise defined herein have, as used in this Annex A, the respective meanings provided for therein, as applicable. The following additional terms, as used herein, have the following respective meanings:

" Senior Loan Agreement Debt" means the Obligations, including any Obligations the proceeds of which are used to refinance other Obligations, in each case whether now owed or hereafter arising, whether fixed or contingent, whether for principal, premium (if any), interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to a bankruptcy, insolvency or reorganization), expenses, indemnifications, reimbursement or otherwise, together with all renewals, extensions, increases or rearrangements thereof.

" Senior Debt" means the Senior Loan Agreement Debt and the Senior Notes Debt.

" Senior Notes Debt" means the obligations under the Senior Fixed Rate Notes and the Senior Floating Rate Notes, including any such obligations the proceeds of which are used to refinance other such obligations, in each case whether now owed or hereafter arising, whether fixed or contingent, whether for principal, premium (if any), interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to a bankruptcy, insolvency or reorganization), expenses, indemnifications, reimbursement or otherwise, together with all renewals, extensions, increases or rearrangements thereof.

" Subordinated Debt" means all principal of and interest on all obligations, liabilities and indebtedness of each Payor now or hereafter owing to the Payee or any other holder from time to time of the Intercompany Note under the Intercompany Note, whether fixed or contingent and whether for principal, interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Payor, whether or not allowed or allowable as a claim in any such proceeding), fees, expenses, indemnifications, reimbursement obligations, subrogation or contribution claims or otherwise, together with all renewals, extensions, increases or rearrangements thereof.

ullet Subordination by the Payee. The Payee and each other holder from time to time of the Intercompany Note by its acceptance thereof hereby covenants and agrees that the payment of the Subordinated Debt shall be subordinate and subject in right of payment, to the extent set forth herein, to the prior payment in full in cash of the Senior Debt. The provisions of this Annex A shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of the Senior Debt. The holders of the Senior Debt are hereby made obligees hereunder with the same force and effect as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

ullet

Priority and Payment Over in Certain Events.

(a) Priority and Payment Over Upon Insolvency and Dissolution . In the event of (x) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Payor or its creditors, as such, or to its assets, or (y) any liquidation, dissolution or other winding up of the Payor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (z) any assignment for the benefit of creditors or other marshaling of assets and liabilities of the Payor, then and in any such event:


(i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the Payee shall be entitled to receive and retain any direct or indirect payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, including, without limitation, by exercise of any right of set off and any payment which might be payable or deliverable by reason of any other indebtedness being subordinated in right of payment to the Subordinated Debt; and

(ii) any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Payor which is subordinated to the payment of the Subordinated Debt, shall be paid by the Payor or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Payor directly to the Agent to the extent necessary to pay all Senior Loan Agreement Debt in full in cash and, if the Senior Loan Agreement Debt is paid in full in cash, to the holders of the Senior Notes Debt.

The consolidation of the Payor with, or the merger of the Payor into, another Person or the liquidation or dissolution of the Payor following the conveyance or transfer of its assets substantially as an entirety to another Person upon terms and conditions permitted under the Loan Agreement and other documents evidencing the Senior Debt shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Payor for purposes of this Section 3(a) if the Person formed by such consolidation or into which the Payor is merged or the Person w ...