SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT

THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this " Amendment "), dated as of January 17, 2007, is by and among CPG INTERNATIONAL I INC. (f/k/a Compression Polymers Holding Corporation), a Delaware corporation (the " Borrower "), CPG INTERNATIONAL INC. (f/k/a Compression Polymer Holdings II Corporation), a Delaware corporation (the " Parent "), those Domestic Subsidiaries of the Borrower identified as "Guarantors" on the signature pages hereto (collectively, with the Parent, the " Guarantors ," and each individually, a " Guarantor "), the lenders identified on the signature pages hereto as the Lenders (the " Lenders ") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the " Administrative Agent ").

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent have entered into that certain Second Amended and Restated Credit Agreement dated as of May 10, 2005 (as amended, modified, supplemented or restated from time to time, including by that First Amendment to Credit Agreement dated as of April 24, 2006, the " Credit Agreement "; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement);

WHEREAS, the legal names of certain of the Credit Parties were changed without complying with Section 5.14 of the Credit Agreement;

WHEREAS, a Credit Party or one of its Subsidiaries desires to acquire (the " Acquisition ") all of the issued and outstanding membership interests of Pro-Cell, LLC, an Alabama limited liability company (the " Acquired Company "), pursuant to a Unit Purchase Agreement, dated as of December 13, 2006, among the Borrower, Christopher Bardasian, Kevin Sloan and Larry Sloan (the " Unit Purchase Agreement ");

WHEREAS, the Borrower has requested an amendment and waiver to the Credit Agreement in order to waive the occurrence of certain Defaults described herein and permit the consummation of the Acquisition and the incurrence of certain Indebtedness incurred in connection therewith;

WHEREAS , Section 9.1 of the Credit Agreement permits certain defaults thereunder to be waived and the Credit Agreement to be amended from time to time with the written consent of the Required Lenders; and

WHEREAS, the Required Lenders have agreed to such an amendment and waiver, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

WAIVER

As of the Waiver Effective Date (as defined in Section 3.2) and subject to the satisfaction of the conditions set forth in Sections 3.1 and 3.2 hereof, the Required Lenders hereby waive any Default or Event of Default arising from the failure of certain of the Credit Parties to comply with Section 5.14 of the Credit Agreement (including as a result of any violation of any condition set forth in Section 4.2 of the Credit Agreement) in connection with (x) the legal name changes of (a) Compression Polymers Holdings II Corporation to CPG International Inc. on June 12, 2006; (b) Compression Polymers Holding Corporation to CPG International I Inc. on June 20, 2006; (c) Compression Polymers Corp. to Scranton Products Inc. on June 12, 2006; (d) Vycom Corp. to AZEK Building Products Inc. on November 10, 2006; (e) CPH Sub I Corporation to CPG Sub I Corporation on June 12, 2006; (f) CPH Sub II

Corporation to CPG Sub II Corporation on June 12, 2006; and (g) CPC Sub I Corporation to Sanatec Sub I Corporation on June 12, 2006 and (y) the change of the location of the Credit Parties’ chief executive office to 52 Glenmaura National Blvd., Suite 201, Moosic, Pennsylvania 18507; provided , however , that the mailing address will remain 801 Corey Street, Scranton, Pennsylvania 18505.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

As of the Amendment Effective Date (as defined in Section 3.3) and subject to the satisfaction of the conditions set forth in Sections 3.1 and 3.3 hereof, the Required Lenders hereby amend the following provisions of the Credit Agreement:

2.1           Clause (vi) of the definition of "Permitted Acquisition" in Section 1.1 of the Credit Agreement shall be replaced in its entirety with the following:

• • "(vi) the aggregate consideration (including, without limitation, equity consideration, earn outs or deferred compensation or non-competition arrangements and the amount of Indebtedness and other liabilities assumed by the Credit Parties and their Subsidiaries) paid by the Credit Parties and their Subsidiaries for all acquisitions made during the term of this Agreement (other than the acquisition by a Credit Party or any of its Subsidiaries of (a) Santana Holdings, Corp., a Delaware corporation, for aggregate consideration not to exceed $35,000,000 and (b) Pro-Cell, LLC, an Alabama limited liability company, for aggregate cash consideration not to exceed the Cash Purchase Price (as defined in the Unit Purchase Agreement)) shall not exceed $25,000,000 and".

2.2            The following definitions in Section 1.1 of the Credit Agreement shall be replaced in their entirety with the following:

• • " Notes Agreements " shall mean any indenture, note purchase agreement or other agreement pursuant to which the Senior Floating Rate Notes and/or the Senior Notes, or any other notes issued under the Notes Documents with terms, taken as a whole, substantially the same in all material respects or more favorable to the Lenders than the terms of the Senior Floating Rate Notes and/or the Senior Notes, are issued as in effect on July 5, 2005 and thereafter amended from time to time subject to the requirements of this Agreement."

    " Restricted Payment " shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding or (d) any payment or prepayment of principal of, premium (if any), or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt; provided that payment of the Cash Earn Out Consideration (if any), the Americhem Earn-Out Amount (if any) and the Tax Payment Consideration (if any) (each as defined in the Unit Purchase Agreement) shall not be deemed to be a Restricted Payment if the Senior Secured Leverage Ratio shall be less than or equal to 1.50 to 1 after giving pro forma effect to such payment."

    " Senior Notes " shall mean the Borrower’s 10 1/2% Senior Notes due 2013 issued pursuant to the Notes Agreements and any registered notes issued by the Borrower in exchange for, and as contemplated by, such notes with substantially identical terms as such notes."

    " Subordinated Debt " shall mean any Indebtedness incurred by any Credit Party which by its terms is specifically subordinated in right of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms acceptable to the Required Lenders and the obligations of any Credit Party in

     

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• • respect of the Cash Earn Out Consideration (if any), the Americhem Earn-Out Amount (if any) and the Tax Payment Consideration (if any) (each as defined in the Unit Purchase Agreement)."

2.3            The following definition shall be added to Section 1.1 of the Credit Agreement in alphabetical order:

• • "" Unit Purchase Agreement " shall mean the Unit Purchase Agreement dated as of December 13, 2006 by and among the Borrower and Christopher Bardasian, Kevin Sloan and Larry Sloan."

2.5            In the event that a Credit Party or one of its Subsidiaries elects to assume the variable rate taxable promissory notes in an aggregate principal amount of $3,300,000 (the " Variable Rate Notes ") in connection with the Acquisition, Section 6.1(m) of the Credit Agreement shall be replaced in its entirety with the following: