EX-10.14





 Exhibit 10.14 

TERM LOAN 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 Jefferies Finance LLC, 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 Term Loan Guarantee and Collateral Agreement dated as of September 30, 2013 (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 Jefferies Finance LLC, as the successor Administrative Agent and Collateral Agent for the Secured Parties (as defined
therein). 
 A. Reference is made to that certain Term Loan Credit Agreement, dated as of September 30, 2013, as amended by First
Amendment to the Term Loan Credit Agreement, dated as of February 6, 2014, as further amended by Second Amendment to the Term Loan Credit Agreement, dated as of May 5, 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 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 (if available under the Credit Agreement), and as consideration for any financial considerations 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 Collateral Agreement applicable to it as a Subsidiary Loan Party, a Guarantor and a Pledgor thereunder and (b) represents and warrants that the representations and warranties
made by it as a Guarantor and a Pledgor thereunder are true and correct, in all material respects, on and as of the date hereof. In furtherance of the foregoing, each New Guarantor, as security for the payment













 
and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the Secured
Parties, a security interest in and Lien on all of such New Guarantor’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of such New Guarantor. Each reference to a “Subsidiary Loan
Party,” a “Guarantor,” or a “Pledgor” in the Guarantee and Collateral Agreement shall be deemed to include each New Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 

SECTION 2. Each New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied
covenants of good faith and fair dealing. 
 SECTION 3. This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Administrative Agent shall have received a counterpart of this Supplement that bears the
signature of each New Guarantor and (b) the Agents have executed a counterpart hereof. 
 SECTION 4. Each New Guarantor hereby
represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of all the Pledged Securities of such New Guarantor as of the date hereof, (b) set forth on Schedule II attached hereto
is a true and correct schedule of all of the material Patents, Trademarks and Copyrights of such New Guarantor as of the date hereof, (c) set forth on Schedule III attached hereto is a true and correct schedule of all Commercial Tort
Claims of such New Guarantor individually in excess of $5.0 million as of the date hereof and (d) set forth on Schedule IV is the true and correct legal name of such New Guarantor, its jurisdiction of formation and the location of
its chief executive office. 
 SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in
full force and effect. 
 SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In the event any one or more of the
provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not
in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions. 












 SECTION 8. All communications and notices hereunder shall be in writing and given as
provided in Section 7.01 of the Guarantee and Collateral Agreement. 
 SECTION 9. Each New Guarantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, in each case in accordance with and pursuant to the terms of
Section 7.06 of the Guarantee and Collateral Agreement, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent. 












 IN WITNESS WHEREOF, each New Guarantor and the Agents have duly executed this Supplement to
the Guarantee and Collateral Agreement as of the day and year first above written. 
  

			
	
	 WES, LLC

		
	 By:
	 	 /s/ Christopher Eppel

		 	 Name: Christopher Eppel

		 	Title: CFO
	
	 UltraLox Technology, LLC

		
	 By:
	 	 /s/ Christopher Eppel

		 	 Name: Christopher Eppel

		 	Title: CFO















			
	 ACKNOWLEDGED AND ACCEPTED:

	
	 JEFFERIES FINANCE LLC, as Administrative

Agent



			
		
	 By:
	 	 /s/ Paul Chisholm

		 	 Name: Paul Chisholm

		 	 Title: Managing Director














 SCHEDULE I 

Pledged Securities 
 A.
Pledged Stock 
  

													
	 Entity
	  	 Form of

Entity
	  	 Jurisdiction of

Organization
	  	 Holder(s) of

Equity
 Interests /

Pledgor
	  	Percent
Held /
Pledged	 	 	 Certificated

	 WES, LLC
	  	Limited liability company	  	Minnesota	  	CPG International LLC	  	 	100	% 	 	No
	 UltraLox Technology, LLC
	  	Limited liability company	  	Minnesota	  	WES, LLC	  	 	100	% 	 	No

 B. Pledged notes 

None. 












 SCHEDULE II 

Intellectual Property 

A. Patents 
  

																					
	 Country
	  	 Owner
	  	 Title
	  	Application
Number	 	  	File Date	 	  	 Patent No.
	  	Issue
Date	 	  	 Status

	 US
	  	WES, LLC	  	PRESS FOR ASSEMBLING RAILING SYSTEMS	  	 	11/678,360	 	  	 	02/23/07	 	  	7,975,374	  	 	07/12/11	 	  	GRANTED
	 US
	  	WES, LLC	  	RAILING SYSTEM	  	 	11/678,354	 	  	 	02/23/07	 	  	8,286,948	  	 	10/16/12	 	  	GRANTED
	 Canada
	  	WES, LLC	  	PRESS FOR ASSEMBLING RAILING SYSTEMS	  	 	2,537,683	 	  	 	02/23/07	 	  	CA2579495 C                 	  	 	06/03/14	 	  	GRANTED
	 Canada
	  	WES, LLC	  	RAILING SYSTEM	  	 	2,537,683	 	  	 	02/23/07	 	  	CA2579497	  	 	10/13/15	 	  	GRANTED

 B. Trademarks 
  

							
	 Country
	  	 Owner
	  	 Title
	  	 Application Number

	 US
	  	WES, LLC	  	UltraLox	  	87416602
	 US
	  	WES, LLC	  	UltraLox Interlocking	  	87588010
	 US
	  	WES, LLC	  	Williams Architectural Products	  	87416595
	 US
	  	WES, LLC	  	Harmony Railing	  	87416599
	 US
	  	WES, LLC	  	Aria Railing	  	87434953

 C. Copyrights 

None. 
 D. Domain Names 

ultralox.com 
 williamsrailing.com

 harmonyrailing.com 

ariarailing.com 

deckrailingandfence.com 

ultraloxcloud.com 

ultraloxmarketing.com 

advancedmarketingdevelopment.com 

directrailing.com 

harmonyordering.com 












 orderingharmony.com 

bestaluminumrailing.com 

bestdeckrailing.com 

ultraloxinterlocking.com 

ultraloxrailing.com 

ultraloxrail.com 

ultraloxtechnologies.com 

ultraloxproducts.com 

harmonyrail.com 
 ariarail.com

 railingaccent.com 

railingaccents.com 

ultraloxfencing.com 

ultraloxfence.com 

harmonyrailings.com 

deckbuildersdirect.com 

harmonyorders.com 

ultraloxsystems.com 

deckandlandscaping.com 

ultraloxmap.com 
 loxiteonline.com

 williamsrail-fence.com 












 SCHEDULE III 

Commercial Tort Claims 
 None. 












 SCHEDULE IV 

Jurisdictions of Organization, Locations of Chief Executive Offices 

 

							
	 Entity
	  	 Jurisdiction of

Organization
	  	 Identification

Number
	  	 Location of Chief Executive Office

	 WES, LLC
	  	Minnesota	  	47-2506778	  	 2955 Lone Oak Drive, #180
 Eagan, Minnesota
55121

	 UltraLox Technology, LLC
	  	Minnesota	  	47-3248718	  	 2955 Lone Oak Drive, #180
 Eagan, Minnesota
55121