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As filed with the Securities and Exchange Commission on June 29, 2006

Registration No. 333-134095

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CPG INTERNATIONAL I INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

3081
(Primary Standard Industrial
Classification Code Number)

20-2656352
(I.R.S. Employer
Identification Number)

SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

801 Corey Street
Scranton, PA 18505
(570) 346-8797
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Scott C. Harrison
Chief Financial Officer
801 Corey Street
Scranton, PA 18505
(570) 346-8797
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

Copies to:
Stuart H. Gelfond, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


Senior Floating Rate Notes due 2012	$95,000,000	100%	$95,000,000	(3)

Guarantees of Senior Floating Rate Notes due 2012	$95,000,000	(2)	(2)	(2)

10¹/2% Senior Notes due 2013	$150,000,000	100%	$150,000,000	(3)

Guarantees of 10¹/2% Senior Notes due 2013	$150,000,000	(2)	(2)	(2)

(1): Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.
(2): No separate filing fee is required pursuant to Rule 457(n) under the Securities Act.
(3): No filing fee is required pursuant to Rule 457(q) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

(Continued on next page)

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
CPG INTERNATIONAL INC.	Delaware	3081	20-2779385
SCRANTON PRODUCTS INC.	Delaware	3081	23-3070648
VYCOM CORP.	Delaware	3081	23-3070649
SANTANA HOLDINGS CORP.	Delaware	3081	77-0642229
SANTANA PRODUCTS, INC.	Delaware	3081	77-0642230
CPCAPITOL ACQUISITION CORP.	Delaware	3081	32-0031532
CPG SUB I CORPORATION	Delaware	3081	20-4445405
CPG SUB II CORPORATION	Delaware	3081	20-4445460
SANATEC SUB I CORPORATION	Delaware	3081	20-4445529
VC SUB I CORPORATION	Delaware	3081	20-4445582

(1): The address for each of the additional registrant guarantors is c/o CPG International I Inc., 801 Corey Street, Scranton, PA 18505.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to acquire these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 29, 2006

Prospectus

CPG International I Inc.

$95,000,000 Senior Floating Rate Notes due 2012
$150,000,000 10¹/2% Senior Notes due 2013

The Senior Floating Rate Notes due 2012 and the 10¹/2% Senior Notes due 2013 offered hereby were issued on or about , 2006 in exchange for (i) $65.0 million of Senior Floating Rate Notes due 2012 originally issued on July 5, 2005, (ii) $30.0 million of Senior Floating Rate Notes due 2012 originally issued on April 28, 2006, and (iii) $150.0 million of 10¹/2% Senior Notes due 2013 originally issued on July 5, 2005. We refer to the notes issued in the exchange and the original notes collectively as "notes."

SENIOR FLOATING RATE NOTES

•: The Senior Floating Rate Notes, or floating rate notes, will accrue interest at a rate per annum equal to LIBOR (as defined) plus 6.75%, to be reset and payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2006.
•: The floating rate notes will mature on July 1, 2012.
•: Before July 1, 2007, we may redeem the floating rate notes, as a whole but not in part, subject to payment of a make-whole premium. On or after July 1, 2007, we may redeem some or all of the floating rate notes at the redemption prices set forth in this offering memorandum. In addition, until July 1, 2007 we may redeem up to 35% of the floating rate notes with the net cash proceeds of one or more equity offerings. If we sell certain of our assets, we may be required to offer to purchase floating rate notes from holders.

SENIOR NOTES

•: The Senior Notes, or fixed rate notes, will accrue interest at a rate per annum equal to 10¹/2%, to be payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2006.
•: The fixed rate notes will mature on July 1, 2013.
•: Before July 1, 2009, we may redeem the fixed rate notes, as a whole but not in part, subject to payment of a make-whole premium. On or after July 1, 2009, we may redeem some or all of the fixed rate notes at the redemption prices set forth in this offering memorandum. In addition, until July 1, 2008 we may redeem up to 35% of the fixed rate notes with the net cash proceeds of one or more equity offerings. If we sell certain of our assets, we may be required to offer to purchase fixed rate notes from holders.

RANKING OF THE NOTES

•: The notes will be senior unsecured obligations and will be effectively subordinated to all of our existing and future senior secured debt as to the assets securing such debt (including any borrowings under our senior secured revolving credit facility), and will rank equal in right of payment with all of our existing and future senior unsecured indebtedness, and senior in right of payment to any of our subordinated debt.
•: The notes will be unconditionally guaranteed on an unsecured, senior basis by our direct parent holding company and our existing and future domestic restricted subsidiaries, other than as provided herein.
•: If we undergo a change of control, we may be required to offer to purchase the notes at 101% of the principal amount of the fixed rate notes, plus accrued and unpaid interest.

We do not intend to apply for listing of the notes on any securities exchange or automated quotation system.

Wachovia Capital Partners 2005, LLC, a private equity fund affiliated with Wachovia Capital Markets, LLC, owns a significant portion of the equity of CPG International Holdings LP, our indirect parent company.

You should consider carefully the "Risk Factors" beginning on page 11 of this prospectus.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

This prospectus has been prepared for and will be used by Wachovia Capital Markets, LLC in connection with offers and sales of the notes in market-making transactions. These transactions may occur in the open market or may be privately negotiated at prices related to prevailing market prices at the time of sales or at negotiated prices. Wachovia Capital Markets, LLC may act as principal or agent in these transactions. We will not receive any proceeds of such sales.

Wachovia Securities

The date of this prospectus is , 2006.

TABLE OF CONTENTS

		Page
About this Prospectus		i
Prospectus Summary		1
Risk Factors		11
Use of Proceeds		25
Capitalization		26
Selected Historical Consolidated Financial Data		27
Unaudited Pro Forma Condensed Combined Financial Information		29
Management's Discussion and Analysis of Financial Condition and Results of Operations		40
Cautionary Note Regarding Forward-Looking Statements		72
Business		73
Management		82
Security Ownership of Certain Beneficial Owners and Management		89
Certain Relationships and Related Party Transactions		91
Description of Certain Indebtedness		93
Description of Notes		95
Material United States Federal Tax Considerations		148
ERISA Considerations		155
Plan of Distribution		157
Where You Can Find More Information		158
Legal Matters		159
Experts		159
Index to Consolidated Financial Statements		F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction in which such an offer to sell or solicitation would be unlawful. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.

CPG International I Inc. is a Delaware corporation. We are a wholly owned subsidiary of CPG International Inc., a Delaware corporation, or CPG International, which is in turn a wholly owned subsidiary of CPG International Holdings LP, a Delaware limited partnership, or CPG International Holdings. Our principal executive offices are located at 801 Corey Street, Scranton, Pennsylvania 18505. Our telephone number is (570) 346-8797 and our website can be found at www.cpg-vycom.com. Information on our website is not deemed to be a part of this prospectus.

As a result of the Transaction (as defined below in "Prospectus Summary—The Transaction") and resulting change in control and change in historical cost basis of accounting, we are required to present separately our operating results for the periods up to and including the closing date of the Transaction (May 10, 2005) and the periods following the closing date of the Transaction (May 11, 2005 and thereafter). The financial statements and operating results identified in this prospectus as belonging to the "Predecessor" are those of Compression Polymers Holdings LLC, the parent entity existing for all periods shown prior to the completion of the Transaction. For the periods beginning after the

Transaction, the financial statements and operating results identified in this prospectus as belonging to the "Successor" are those of CPG International, our direct parent holding company under whose name all future SEC filings will be made. CPG International has guaranteed the notes, and, as a result, although we are the issuer of the notes, as permitted by SEC rules, the financial and other information presented in this prospectus for Successor periods is that of CPG International, unless otherwise noted. CPG International has no interests, operations or activities other than through its direct ownership of 100% of our company and, accordingly, our financial statements would be substantially similar to those of CPG International included in this prospectus.

Therefore, with respect to the historical and pro forma financial information and other data presented in this prospectus, including under the headings "Prospectus Summary—Summary Historical and Pro Forma Combined Financial Data," "Capitalization," "Selected Historical Financial Data," "Unaudited Pro Forma Condensed Combined Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as in the audited consolidated financial statements of CPG International included elsewhere in this prospectus, all references to "we," "our" or "us" (and similar terms) mean (1) the Predecessor for periods ending on or prior to May 10, 2005, and (2) the Successor for periods beginning after May 10, 2005.

Market and industry data included in this prospectus, including all market share and market size data about the exterior trim and millwork market, bathroom products and locker industry, and other markets for synthetic products, as well as our position and the positions of our competitors within these markets, including our products relative to our competitors, are based on estimates of our management. These estimates have been derived from our management's knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Though we believe these estimates were reasonably derived, you should not place undue reliance on them as estimates are inherently uncertain. We often define our markets as a portion of larger markets, which makes our estimates inherently more imprecise. Data regarding our industry is intended to provide general guidance, but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable. References herein to our being a leader in a market or product category refers to our belief that we have a leading market share position in each specified market, unless the context otherwise requires, and do not take into account non-plastic competitive products. Statements in this prospectus relating to our market share do not include data for products which are produced internally by other vertically integrated manufacturers. In addition, the discussion herein regarding our various markets are based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products.

This prospectus includes trademarks and service marks owned by us, such as AZEK^[nc_cad,176], Comtec, Capitol, Celtec^[nc_cad,176], Flametec^[nc_cad,176], Protec^[nc_cad,176], Sanatec^[nc_cad,176], HiTec^[nc_cad,176], Polycarve^[nc_cad,176], EverTuff™, TuffTec™, Seaboard^[nc_cad,176], Playboard™ and Grip X™, as well as trademarks and service marks owned by third parties. This prospectus also includes the trademark Hiny Hider™, which is owned by Santana.

PROSPECTUS SUMMARY

This summary highlights selected information about our business and about this offering contained elsewhere in this prospectus. It does not contain all of the information that may be important to you. You should carefully read this entire prospectus, including the matters discussed in the section entitled "Risk Factors" and the consolidated financial statements and the related notes, before investing in the notes. Unless the context otherwise requires, references in this prospectus to "our company," "we," "our" or "us" (or similar terms) refer to CPG International I Inc., the obligor under the notes, together with its consolidated subsidiaries, except as otherwise provided in "About this Prospectus," and "pro forma" gives effect to the Transaction and the Santana Acquisition (each as defined below under "—The Transaction" and "—Recent Developments," respectively) in the manner described under "Unaudited Pro Forma Condensed Combined Financial Information."

Company Overview

We are a leading manufacturer and fabricator of highly engineered synthetic products designed to replace wood and metal in a variety of building materials and industrial applications. Our product offering provides functional advantages relative to wood and metal, including superior performance, minimal maintenance and lower life-cycle costs. We have consistently leveraged our proprietary expertise in the development of highly engineered new product categories such as synthetic trim, bathroom products, lockers and a variety of other retail, commercial and industrial products. We have developed a number of branded products such as AZEK®, Comtec, Capitol, EverTuff™, TuffTec™, Hiny Hider™ and Celtec®, as well as other branded and non-branded products, that we believe are leaders in their respective end markets.

We operate the following two business units:

•: Vycom Corporation, or Vycom, which produces AZEK trimboards, as well as Celtec and other similarly manufactured and distributed wood and metal replacement products for building and industrial end markets; and
•: Scranton Products Inc., or Scranton Products, which produces highly engineered fabricated products, including our Comtec bathroom products and lockers, as well as similarly manufactured and distributed non-fabricated special application industrial products, such as Seaboard® and Flametec®.

Vycom

Our Vycom business unit, representing approximately 67%, 60% and 51% of our 2005, 2004 and 2003 net sales, respectively, manufactures our AZEK exterior trim products utilized in the building products sector, as well as Celtec and other branded products which are substitutes for wood and metal in a variety of industrial applications, including industrial tank linings, marine products, fire retardant products and commercial signage. Through our AZEK product line, we offer a variety of products for exterior housing applications such as trim, fascia, soffit, corners, millwork and window casements. AZEK is virtually identical to wood aesthetically, but provides functional advantages as it does not warp or rot, is impervious to water and insect infestation and, although it does not require painting, it holds paint longer in applications where the product is painted. All of our Vycom products are manufactured from comparable raw material ingredients, including polyvinyl chloride, or PVC, and are manufactured internally through similar processes, providing significant cost benefits through vertical integration. We sell our AZEK products through an expanding nationwide network of specialty building product distributors with over 60 locations who then sell to over 1,600 dealers including lumber yards, contractors and installers. In addition, we sell Celtec and other similarly manufactured products through a similar national distribution network. Due to our product quality, market leadership and

national distribution network, AZEK has developed significant brand awareness within the trim market, making it the product of choice for consumers of synthetic trim.

Scranton Products

Our Scranton Products business unit, representing approximately 33%, 40% and 49% of our 2005, 2004 and 2003 net sales, respectively, fabricates our Comtec synthetic bathroom products and lockers, and manufactures non-fabricated products, such as Seaboard and Flametec, that are utilized in various applications including semiconductors and marine construction, food preparation, machine housing, playground equipment and other diverse applications. We have been able to successfully differentiate our product offering from our competitors through the introduction of proprietary products that are flame retardant, ultraviolet stable and highly resistant to abrasion or chemical corrosion. In addition, we believe we are the largest vertically integrated supplier of synthetic bathroom products and lockers, which we sell to schools, universities, parks, recreational facilities, stadium arenas and industrial plants, as well as various retail and commercial facilities. Our bathroom products and locker alternatives, sold under our leading brands of Comtec, Capitol, EverTuff and TuffTec, are impervious to rust, dents, and scratches; are longer lived; graffiti resistant; easily cleaned; and require minimal maintenance once installed, unlike competing metal or wood products. All of our Scranton Products are derived from comparable raw material ingredients, including either high density polyethylene, or HDPE, or polypropylene, or PP, and are manufactured internally through similar processes. This provides us with cost benefits compared to competitors who do not have our vertically integrated manufacturing capacity and therefore may have a less competitive cost position. We sell our Scranton Products through both a direct and indirect sales force which covers over 1,500 local dealers across the United States, Canada and Latin America.

Our Competitive Strengths

We believe that our key competitive strengths are:

•: leading market positions with established brand names;
•: low-cost manufacturer;
•: extensive and growing distribution network; and
•: experienced and incentivized management team.

Business Strategy

The key elements of our business strategy are:

•: continue to develop brands and innovative products;
•: capitalize on material conversion opportunity;
•: continue to build market share of our branded products; and
•: leverage our manufacturing excellence.

Recent Developments

Santana Acquisition

On April 20, 2006, we entered into a stock purchase agreement with Santana Holdings, LLC to purchase all of the outstanding capital stock of Santana Holdings Corp., the direct parent of Santana Products, Inc., a Delaware corporation, or Santana. The acquisition of Santana is referred to in this prospectus as the "Santana Acquisition." Santana is one of the largest, privately held manufacturers of

solid synthetic commercial bathroom products, lockers, benches and vanities in the United States. Santana was founded in 1978 in Scranton, Pennsylvania, is located within 10 miles of our headquarters in Scranton, Pennsylvania, and has a broad customer base which is serviced through a wide distribution network, with sales representatives in all 50 states. Santana's products are fabricated from raw material ingredients including HDPE, and are ideal for high-abuse environments as they are resistant to water, rust, and corrosion, and are easily cleaned and require little maintenance once installed. Santana's products can be found across the United States and are currently installed in a variety of institutions such as schools, government installations, stadiums, arenas and prisons. Santana's branded solid synthetic toilet partition product, Hiny Hider™, was among the first products to apply solid plastic engineering to restroom applications.

By acquiring Santana, we expect to strengthen our position as an industry leading manufacturer and distributor of bathroom products, lockers and benches. Santana's products are complementary to our Comtec, Capitol, EverTuff and TuffTec brands, and are sold to similar primary end-markets, which include schools, stadiums, prisons, retail locations and other high-traffic environments. We believe that the acquisition of Santana will help us expand our product base, increase our distributor network and expand our portfolio of premium branded products and allow more of our capacity to be allocated to high value add, fabricated, end use products.

The Santana Acquisition closed on April 28, 2006, and we paid Santana Holdings, LLC a purchase price of $34.0 million, subject to adjustments as provided in the stock purchase agreement. The purchase price adjustments will be determined after the closing date.

The proceeds necessary to consummate the Santana Acquisition were funded by approximately $30.2 million from the issuance of $30.0 million aggregate principal amount of our outstanding senior floating rate notes due 2012 at an issue price of 100.50%, as well as approximately $5.3 million of borrowings under our senior secured revolving credit facility. In connection with the Santana Acquisition, we repaid approximately $11.8 million of Santana debt, including accrued interest, and incurred approximately $1.4 million of fees and expenses.

Name Changes

In June 2006, we changed our name from Compression Polymers Holding Corporation to CPG International I Inc. In addition, our direct parent company changed its name from Compression Polymers Holding II Corporation to CPG International Inc., and our wholly owned direct subsidiary, Compression Polymers Corp., changed its name to Scranton Products Inc.

The Transaction

AEA Investors LLC and certain of its affiliates, or AEA Investors, formed CPG International and CPG International I Inc. for the purpose of acquiring all the equity interests of the operating subsidiaries of Compression Polymers Holdings LLC, a Delaware limited liability company, referred to in this prospectus as the "Transaction." On March 12, 2005, CPG International entered into a stock purchase agreement with Compression Polymers Holdings LLC to effect the Transaction.

The Transaction closed on May 10, 2005, and Compression Polymers Holdings LLC received total cash consideration equal to:

•: $360.0 million, which was subsequently reduced by approximately $2 million pursuant to the stock purchase agreement, minus
•: an amount equal to all outstanding indebtedness of the operating subsidiaries of Compression Polymers Holdings LLC at closing and certain expenses owed at closing.

The proceeds necessary to consummate the Transaction were funded by $215.0 million of indebtedness, as well as an indirect equity contribution to CPG International of $165.0 million, consisting of approximately $149.0 million by affiliates of AEA Investors and other co-investors (which included a rollover by certain existing non-management investors) and an approximately $16.0 million rollover of existing equity interests by management.

In addition, in connection with the Transaction, we entered into a senior secured revolving credit facility that provides for borrowings of up to $40.0 million. In connection with the Transaction, we borrowed approximately $5.0 million under the senior secured revolving credit facility to fund an estimated working capital purchase price adjustment, in the amount expected at the time, resulting from an increased inventory level on the closing date of the Transaction.

On July 5, 2005, the proceeds of the offering of the notes were used to refinance $215.0 million of indebtedness we incurred in connection with the Transaction.

Summary Risk Factors

Investing in the notes involves risks, which include, among other things:

•: Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these notes. Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, including secured debt. This could further exacerbate the risks associated with our substantial leverage;
•: Your right to receive payments on the notes is effectively subordinated to the rights of our and the guarantors' existing and future secured creditors.
•: If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes;
•: The indenture governing the notes and our senior secured revolving credit facility impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions;
•: Our financial performance is dependent on raw material prices, as well as the continued availability of raw materials;
•: Our continued success is dependent on the performance of our AZEK product line, which represents a significant portion of our net sales;
•: We face competition in each of our businesses and our customers may not continue to purchase our products; and
•: The Santana Acquisition, as well as any other acquisitions we may pursue in the future, may be unsuccessful.

See "Risk Factors" for a description of these and other risks of investing in the notes.

AEA Investors

AEA Investors is one of the most experienced global private equity investment firms. Founded in 1968, AEA Investors currently manages over $2.0 billion of capital for an investor group which includes former and current CEOs of major multinational corporations, family groups, endowment funds and institutions from around the world. With a staff of approximately 45 investment professionals and offices in New York and London, AEA focuses on investing in companies in the industrial products, specialty chemicals, consumer products and services sectors.

Ownership and Corporate Structure

The chart below summarizes our ownership and corporate structure as of the date of this prospectus.

*: The general partner of CPG International Holdings LP is CPG Holding I LLC, which is an affiliate of AEA Investors.
**: Santana Holdings Corp. is the direct parent of Santana Products, Inc., which is also a guarantor of the senior secured revolving credit facility and the notes.

We also wholly own the following additional direct or indirect subsidiaries that have no material assets or operations, each of which guarantee the senior secured revolving credit facility and the notes: CPCapitol Acquisition Corp., CPG Sub I Corporation, CPG Sub II Corporation, Sanatec Sub I Corporation and VC Sub I Corporation.

Summary of the Notes

The following summary contains basic information about the notes and is not intended to be complete. For a more complete understanding of the notes, please refer to the section entitled "Description of Notes" in this prospectus.

Issuer		CPG International I Inc.
Securities Offered: Floating Rate Notes		$95,000,000 aggregate principal amount of Senior Floating Rate Notes due 2012.
	Fixed Rate Notes	$150,000,000 aggregate principal amount of 10¹/2% Senior Notes due 2013.
Maturity Date: Floating Rate Notes		July 1, 2012.
	Fixed Rate Notes	July 1, 2013.
Guarantees		Our direct parent holding company and each of our existing direct and indirect domestic restricted subsidiaries will jointly and severally guarantee the notes. In addition, each of our future direct and indirect domestic restricted subsidiaries that guarantees the obligations under our senior secured revolving credit facility will jointly and severally guarantee the notes, other than as provided herein. The guarantees of the notes will be unsecured and will rank equal in right of payment to all of the existing and future senior debt of the guarantors, including their guarantees of our senior secured revolving credit facility, and will be effectively subordinated to the guarantors' secured indebtedness to the extent of the value of the assets securing such indebtedness.
Interest: Floating Rate Notes		The floating rate notes will accrue interest at a rate per annum equal to LIBOR (as defined) plus 6.75%, reset and payable semi-annually on January 1 and July 1 of each year. As of January 1, 2006, this interest rate equals 11.46%.
	Fixed Rate Notes	The fixed rate notes will accrue interest at a rate per annum equal to 10¹/2%, payable semi-annually on January 1 and July 1 of each year.
Ranking		The notes will be senior unsecured obligations and will be effectively subordinated to all our existing and future senior secured debt (including any borrowings under our senior secured revolving credit facility), and will rank equal in right of payment with all of our existing and future senior unsecured indebtedness and senior in right of payment to any of our subordinated debt.
		As of March 31, 2006, after giving pro forma effect to the Santana Acquisition, we would have had total indebtedness of $252.0 million, which does not give effect to up to an additional $33.7 million that would have been available for borrowing under our senior secured revolving credit facility.

Optional Redemption: Floating Rate Notes		We may redeem the floating rate notes, as a whole but not in part, at any time prior to July 1, 2007, at a price equal to 100% of the principal amount plus a "make-whole" premium, plus accrued and unpaid interest, if any, to the date of redemption. We may redeem some or all of the floating rate notes at any time on or after July 1, 2007, at redemption prices described in this prospectus under the caption "Description of Notes—Redemption." In addition, at any time prior to July 1, 2007, we may redeem up to 35% of the floating rate notes from the proceeds of certain sales of equity securities at 100% of the principal amount plus a premium equal to the interest rate per annum on the floating rate notes, plus accrued and unpaid interest, if any, to the date of redemption. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the floating rate notes remains outstanding and the redemption occurs within 120 days of the closing of the equity offering. See "Description of Notes—Redemption."
	Fixed Rate Notes	We may redeem the fixed rate notes, as a whole but not in part, at any time prior to July 1, 2009, at a price equal to 100% of the principal amount plus a "make-whole" premium, plus accrued and unpaid interest, if any, to the date of redemption. We may redeem some or all of the fixed rate notes at any time on or after July 1, 2009, at redemption prices described in this prospectus under the caption "Description of Notes—Redemption." In addition, at any time prior to July 1, 2008, we may redeem up to 35% of the fixed rate notes from the proceeds of certain sales of equity securities at 110.5% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the fixed rate notes remains outstanding and the redemption occurs within 120 days of the closing of the equity offering. See "Description of Notes—Redemption."
Change of Control		Upon the occurrence of a change of control (as described under "Description of Notes—Change of Control"), we must offer to repurchase the notes at 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase.
Certain Covenants		This indenture contains certain covenants limiting our and the subsidiary guarantors' ability to, under certain circumstances:
		•	incur additional debt;
		•	prepay subordinated indebtedness;
		•	pay dividends or make other distributions on, redeem or repurchase, capital stock;
		•	make investments or other restricted payments;

	•	enter into transactions with affiliates;
	•	sell all, or substantially all, of our assets;
	•	create liens on assets to secure debt; or
	•	effect a consolidation or merger.
	These covenants are subject to important exceptions and qualifications as described in this prospectus under the caption "Description of Notes—Certain Covenants."
Voting	The floating rate notes and the fixed rate notes will be issued as separate series but will be treated as a single class for all purposes under the indenture and will vote as one class.
Book-Entry	The notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, Wells Fargo Bank, N.A. and registered in the name of Cede & Co., the nominee of The Depository Trust Company, or DTC. Beneficial interests in the notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee; and these interests may not be exchanged for certificated notes, except in limited circumstances. See "Description of Notes—Book-Entry; Delivery and Form."
No Listing	We do not intend to list the notes on any securities exchange.
Trustee	Wells Fargo Bank, N.A.

Risk Factors

Investment in the notes involves certain risks. You should carefully consider the information under "Risk Factors" and all other information included in this prospectus before deciding to invest in the notes.

Summary Historical and Pro Forma Combined Financial Data

The following table sets forth certain historical financial and other data as of December 31, 2005, 2004 and 2003, and for the periods January 1, 2005 to May 10, 2005 and May 11, 2005 to December 31, 2005 and for the years ended December 31, 2004 and 2003. The audited consolidated financial statements as of December 31, 2005 and 2004 and for each of the two periods in the year ended December 31, 2005 and for the years ended December 31, 2004 and 2003 are included elsewhere in this prospectus. The summary historical financial data presented below for the period from January 1, 2005 to May 10, 2005 and as of and for the years ended December 31, 2004 and 2003 have been derived from the Predecessor's audited consolidated financial statements. The summary historical financial data presented below as of December 31, 2005 and for the period from May 11, 2005 to December 31, 2005 have been derived from the Successor's audited consolidated financial statements. See "About this Prospectus."

The summary historical consolidated financial data presented below as of March 31, 2006 and for the three months ended March 31, 2006 and March 31, 2005 have been derived from our unaudited consolidated financial statements. The unaudited condensed consolidated financial statements as of March 31, 2006 and for the three months ended March 31, 2006 and March 31, 2005 are included elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements included elsewhere herein. The summary historical financial data presented below for the three months ended March 31, 2005 have been derived from the Predecessor's unaudited condensed consolidated financial statements. The summary historical financial data presented below as of and for the three months ended March 31, 2006 have been derived from the Successor's unaudited condensed consolidated financial statements. See "About this Prospectus." In the opinion of management, the interim data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of results for these periods. The operating results for any interim period are not necessarily indicative of the results that may be expected for any other interim period or for a full year.

The following table also presents summary pro forma financial information for the year ended December 31, 2005, which have been derived from our audited consolidated financial statements referred to above and the audited financial statements of Santana Holdings Corp. for the year ended December 31, 2005, which are included elsewhere in this prospectus. In addition, the table presents summary pro forma financial information as of and for the three months ended March 31, 2006, which have been derived from our unaudited condensed consolidated financial statements referred to above and the unaudited consolidated financial statements of Santana Holdings Corp. as of and for the three months ended March 31, 2006, which are also included elsewhere in this prospectus. The summary pro forma financial information should be read in conjunction with the information set forth in "Unaudited Pro Forma Condensed Combined Financial Information."

You should read the summary historical and pro forma financial information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus.

	Pro Forma(1)			Successor			Predecessor			Pro Forma(2)			Combined Predecessor and Successor(3)			Successor			Predecessor
(in thousands)	Three Months Ended March 31, 2006			Three Months Ended March 31, 2006			Three Months Ended March 31, 2005			Year Ended December 31, 2005			Year Ended December 31, 2005			Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004			Year Ended December 31, 2003
Statement of Operations:
Net sales	$	85,403		$	78,066		$	64,688		$	254,881		$	222,603		$	140,672		$	81,931		$	171,060		$	136,284
Cost of sales		(62,263	)		(57,106	)		(45,779	)		(193,368	)		(171,930	)		(113,076	)		(58,854	)		(121,121	)		(97,240	)

Gross margin		23,140			20,960			18,909			61,513			50,673			27,596			23,077			49,939			39,044
Selling, general and administrative expenses(4)		(10,338	)		(8,770	)		(6,245	)		(48,265	)		(40,775	)		(18,870	)		(21,905	)		(20,451	)		(17,111	)

Operating income		12,802			12,190			12,664			13,248			9,898			8,726			1,172			29,488			21,933
Interest expense, net		(7,290	)		(6,210	)		(2,356	)		(28,748	)		(23,035	)		(21,175	)		(1,860	)		(14,082	)		(10,119	)
Miscellaneous, net		(36	)		(36	)		(320	)		(226	)		(226	)		158			(384	)		(266	)		(5	)

(Loss) Income before income taxes		5,476			5,944			9,988			(15,726	)		(13,363	)		(12,291	)		(1,072	)		15,140			11,809
Income tax (expense) benefit		(2,129	)		(2,307	)		(3,000	)		2,519			1,622			4,682			(3,060	)		(5,870	)		(4,531	)

Net income (loss)(4)	$	3,347		$	3,637		$	6,988		$	(13,207	)	$	(11,741	)	$	(7,609	)	$	(4,132	)	$	9,270		$	7,278

Other Data:
Volume sold (000's lbs)		61,227			57,870			56,060			195,369			180,260			110,600			69,660			147,869			114,341
Capital expenditures		5,529			5,525			3,885		$	21,956		$	21,784		$	17,295		$	4,489		$	7,299		$	7,402
Ratio of earnings to fixed charges(5)		1.74x			1.95x			5.13x			N/A			—	(6)		N/A			N/A			2.06x			2.15x

	Pro Forma(1)		Successor				Predecessor
(in thousands)	March 31, 2006		March 31, 2006		December 31, 2005		December 31, 2004		December 31, 2003
Balance Sheet Data:
Cash	$	5,348	$	5,348	$	14,785	$	2,697	$	4,549
Working capital(7)	$	36,636	$	36,746	$	32,822	$	50,360	$	33,131
Total assets	$	501,016	$	459,821	$	464,918	$	200,537	$	185,171
Total debt	$	252,046	$	216,585	$	216,602	$	143,917	$	92,637
Total shareholder equity	$	161,094	$	161,094	$	157,457	$	30,557	$	72,786

(1): Gives pro forma effect to the Santana Acquisition in the manner described under "Unaudited Pro Forma Condensed Combined Financial Information."
(2): Gives pro forma effect to the Transaction and the Santana Acquisition in the manner described under "Unaudited Pro Forma Condensed Combined Financial Information."
(3): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expenses as a result of the Transaction.
(4): We incurred a one-time compensation charge of approximately $12.8 million relating to the vesting of certain restricted units upon closing of the Transaction. This amount was included in selling, general and administrative expenses for the period from January 1, 2005 to May 10, 2005, and was funded by the seller, Compression Polymers Holding LLC, our Predecessor, from the purchase price of the Transaction. As such, there was no cash impact on the financial statements of the Successor related to this compensation charge.
(5): For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations before income taxes plus fixed charges. Fixed charges include (1) interest expense, whether expensed or capitalized, (2) amortization of debt issuance costs and (3) the portion of operating rental expense (33%) which management believes is representative of the interest component of rent expense. The ratio of earnings to fixed charges for the "Pro Forma" year ended December 31, 2005 is not applicable. In addition, the ratio of earnings to fixed charges has not been presented for the Successor period May 11, 2005 to December 31, 2005 or the Predecessor period January 1, 2005 to May 10, 2005 because such presentation would not be meaningful as these periods are not complete annual or quarterly periods. Alternatively, we have presented the ratio of earnings to fixed charges for the "Combined Predecessor and Successor" year ended December 31, 2005. See Note 3 above.
(6): Due to our loss for the year ended December 31, 2005, the coverage ratio was less than 1:1. We would have needed to generate additional earnings of $13.4 million to achieve a coverage ratio of 1:1.
(7): Working capital is defined as current assets less current liabilities.

RISK FACTORS

Investing in the notes involves risks. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus, including our consolidated financial statements and related notes, before deciding to invest in the notes. Any of the following risks could materially adversely affect our business, financial condition, results of operations or cash flows. In such case, you may lose all or part of your original investment. Information contained in this section may be considered "forward-looking statements." See "Cautionary Note Regarding Forward-Looking Statements" for a discussion of certain qualifications regarding such statements.

Risks Related to the Notes and Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

We have a significant amount of indebtedness. As of March 31, 2006, after giving pro forma effect to the Santana Acquisition, we would have had total indebtedness of $252.0 million, which does not give effect to up to an additional $33.7 million that would have been available for borrowing under our senior secured revolving credit facility.

Our substantial indebtedness could have important consequences to you. For example, it could:

•: make it more difficult for us to satisfy our obligations with respect to the notes;
•: increase our vulnerability to general adverse economic and industry conditions;
•: require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;
•: limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•: place us at a competitive disadvantage compared to our competitors that have less debt; and
•: limit our ability to borrow additional funds for capital expenditures, acquisitions, working capital or other purposes.

In addition, a substantial portion of our debt bears interest at variable rates. If market interest rates increase, such variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. On a pro forma basis, our interest expense for the three months ended March 31, 2006, after giving effect to the Santana Acquisition, would have been approximately $7.3 million. In addition, each 0.125% increase or decrease in the applicable interest rates on the notes would correspondingly change our interest expense by approximately $0.1 million per year.

The indenture governing the notes and our senior secured revolving credit facility contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts. Our senior secured revolving credit facility matures in 2011. As a result, we may be required to refinance any outstanding amounts under that facility prior to the maturity of the notes. We may not be able to obtain such financing on commercially reasonable terms or at all. Failure to refinance our indebtedness could have a material adverse effect on us and could require us to dispose of assets if we are unable to refinance our indebtedness.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, including secured debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes and our senior secured revolving credit facility do not fully prohibit us or our subsidiaries from doing so. In addition to the liens granted initially under our senior secured revolving credit facility, the indenture governing the notes allows us to grant liens on all of our other assets to secure indebtedness outstanding under the senior secured revolving credit facility and certain additional other debt without ratably securing the notes. Our senior secured revolving credit facility permits borrowings of up to $40.0 million, and all of those borrowings would be effectively senior to the notes and to the subsidiary guarantees thereof to the extent of the value of the assets securing such indebtedness. If new indebtedness is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify and we may not be able to meet all our debt obligations, including the repayment of the notes, in whole or in part.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured revolving credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before the maturity thereof. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured revolving credit facility and the notes, on commercially reasonable terms or at all. If we are unable to generate sufficient cash flow to refinance our debt obligations, including the notes, on favorable terms, it could have a significant adverse effect on our financial condition and on our ability to pay principal and interest on the notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

In addition, if for any reason we are unable to meet our debt service obligations, we would be in default under the terms of our agreements governing our outstanding debt. If such a default were to occur, the lenders under our senior secured revolving credit facility could elect to declare all amounts outstanding under the senior secured revolving credit facility immediately due and payable, and the lenders would not be obligated to continue to advance funds under our senior secured revolving credit facility. In addition, if such a default were to occur, the notes would become immediately due and payable. If the amounts outstanding under these debt agreements are accelerated, we cannot assure you that our assets will be sufficient to repay in full the money owed to the banks or to our debt holders, including holders of notes.

Your right to receive payments on the notes is effectively subordinated to the rights of our and the guarantors' existing and future secured creditors.

Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Notably, we and our subsidiaries, including the guarantors, are parties to our senior secured revolving credit facility, which is secured by liens on substantially all of our assets and the assets of the guarantors. The notes are effectively subordinated to all of that secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution,

winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute their collateral. Holders of notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as such notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.

As of March 31, 2006, after giving pro forma effect to the Santana Acquisition, we would have had total indebtedness of $252.0 million, which does not give effect to up to an additional $33.7 million that would have been available for borrowing under our senior secured revolving credit facility. In addition, we will be permitted to borrow secured indebtedness in the future under the terms of the indenture.

The notes will be effectively subordinated to the debt of our non-guarantor subsidiaries, if any.

Although the notes will be fully and unconditionally guaranteed on a senior unsecured basis by all of our existing and future domestic restricted subsidiaries that guarantee other indebtedness, they will not be guaranteed by subsidiaries that do not guarantee our other indebtedness or by any future subsidiaries outside the United States unless, subject to certain limited exceptions, those subsidiaries guarantee our other domestic indebtedness. The notes will be effectively subordinated to all debt and other liabilities, including trade payables, of any future subsidiaries that do not guarantee the notes. As of the date of this prospectus, all of our subsidiaries will guarantee the notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our senior secured revolving credit facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our senior secured revolving credit facility), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured revolving credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under our senior secured revolving credit facility to avoid being in default. If we breach our covenants under our senior secured revolving credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured revolving credit facility, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. See "Description of Certain Indebtedness—Senior Secured Revolving Credit Facility" and "Description of Notes."

The indenture governing the notes and our senior secured revolving credit facility impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions.

The indenture governing the notes and our senior secured revolving credit facility contain customary restrictions on our activities, including covenants that restrict us and our restricted subsidiaries from:

•: incurring additional indebtedness and issuing preferred stock;
•: creating liens on our assets;
•: making certain investments;
•: consolidating or merging with, or acquiring, another business;
•: selling or otherwise disposing of our assets;
•: paying dividends and making other distributions with respect to capital stock, or repurchasing, redeeming or retiring capital stock or subordinated debt; and
•: entering into transactions with our affiliates.

Our senior secured revolving credit facility also requires us to meet a maximum total senior secured leverage ratio. We may not be able to maintain this ratio, and if we fail to be in compliance with this test, we will not be able to borrow funds under our senior secured revolving credit facility which would make it difficult for us to operate our business.

The restrictions in the indenture governing the notes and our senior secured revolving credit facility may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on terms acceptable to us, or at all.

The breach of any of these covenants and restrictions could result in a default under the indenture governing the notes or under our senior secured revolving credit facility. An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable. If we are unable to repay debt, lenders having secured obligations, such as the lenders under our senior secured revolving credit facility, could proceed against the collateral securing the debt. Because the indenture governing the notes and the agreements governing our senior secured revolving credit facility have customary cross-default provisions, if the indebtedness under the notes or under our senior secured revolving credit facility or any of our other facilities is accelerated, we may be unable to repay or finance the amounts due.

If the lenders under our senior secured revolving credit facility release the guarantors under the credit agreement, those guarantors will be released from their guarantees of the notes.

The lenders under the senior secured revolving credit facility have the discretion to release the guarantees under the credit agreement. If a guarantor is no longer a guarantor of obligations under the senior secured credit facility or any other credit facility that may be then outstanding, then the guarantee of the notes by such guarantor will be released automatically without action by, or consent of, any holder of the notes or the trustee under the indenture governing the notes. See "Description of Notes—Guarantees." You will not have a claim as a creditor against any subsidiary that is no longer a

guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, unless all notes have been previously called for redemption. The holders of other debt securities that we may issue in the future, which rank equally in right of payment with the notes, may also have this right. Our failure to purchase tendered notes would constitute an event of default under the indenture governing the notes, which in turn, would constitute a default under our senior secured revolving credit facility. In addition, the occurrence of a change of control would also constitute an event of default under the agreement governing our senior revolving credit facility. A default under our senior secured revolving credit facility would result in a default under the indenture if the lenders accelerate the debt under our senior secured revolving credit facility.

Therefore, it is possible that we may not have sufficient funds at the time of the change of control to make the required repurchase of notes. Moreover, our senior secured revolving credit facility restricts, and any future indebtedness we incur may restrict, our ability to repurchase the notes, including following a change of control event. As a result, following a change of control event, we would not be able to repurchase notes unless we first repay all indebtedness outstanding under our senior secured revolving credit facility and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase outstanding notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of us.

In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of Notes—Change of Control."

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee may be voided, or claims in respect of a guarantee may be subordinated to all other debts of that guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•: issued the guarantee to delay, hinder or defraud present or future creditors; or
•: received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

•: was insolvent or rendered insolvent by reason of such incurrence; or
•: was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
•: intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

Because all of our significant assets are held by our guarantor subsidiaries, the stake of a guarantee being voided under fraudulent transfer laws is higher. In addition, any future guarantees provided under the indenture governing the notes have a greater risk of being voided.

Any payment by a guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•: the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or
•: if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
•: it could not pay its debts as they become due.

There is no prior public market for the notes, and if an active trading market does not develop for these notes, you may not be able to resell them.

The notes were issued to, and we believe those securities are owned by, a relatively small number of beneficial owners. Wachovia Capital Markets, LLC, the initial purchaser of the notes, or the Initial Purchaser, pursuant to purchase agreements among us, the guarantors and the Initial Purchaser, dated June 29, 2005 and April 25, 2006, has informed us that it currently intends to make a market in the notes. However, the Initial Purchaser is under no obligation to do so and may cease their market-making at any time without notice. Accordingly, no market for the notes may develop, and any market that develops may not last. Because we may be an affiliate of the Initial Purchaser, the Initial Purchaser is required to deliver a current "market-maker" prospectus, such as this prospectus, and otherwise comply with the registration requirements of the Securities Act in connection with any secondary market sale of the notes, which may affect their ability to continue market-making activities. We have agreed to make a "market-maker" prospectus generally available to the Initial Purchaser to permit it to engage in market-making transactions. However, the registration rights agreements also provide that we may, for valid business reasons, allow the market-maker prospectus to cease to be effective and usable for a period of time set forth in the registration rights agreements or as otherwise acceptable to the market-maker. As a result, the liquidity of the secondary market for the notes may be materially adversely affected by the unavailability of a current "market-maker" prospectus.

Even if a trading market for the notes does develop, you may not be able to sell your notes at a particular time, if at all, or you may not be able to obtain the price you desire for your notes. If the notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on many factors, including prevailing interest rates, the market for similar securities, our credit rating, the interest of securities dealers in making a market for the notes, the price of any other securities we issue, our performance, prospects, operating results and financial condition, as well as of other companies in our industry. We do not intend to apply for the listing of the notes on any securities exchange.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuations in the price of securities. Even if a trading market for the notes develops, it may be subject to disruptions and price volatility.

Risks Related to Our Business

Our financial performance is dependent on raw material prices, as well as the continued availability of raw materials.

The primary raw materials we use in the manufacture of our products are various petrochemical resins, primarily PVC, HDPE and PP, which represented more than 50% of our total cost of goods sold for the year ended December 31, 2005 and for the three months ended March 31, 2006. Our financial performance therefore is dependent to a substantial extent on the petrochemical resin market.

The capacity, supply and demand for resins and the petrochemical intermediates from which they are produced are subject to cyclical price fluctuations and other market disturbances, including supply shortages. During August and September 2005, the entire petrochemical resin industry was affected by Hurricanes Katrina and Rita, causing lost production, supply delays and shortages in raw materials. In early October 2005, the resin industry was once again affected by the explosion of the Formosa Plastics plant, which is a supplier to the resin industry. These events have lead to all time high shortages in supply. Throughout the course of these events we have been able to maintain necessary raw material supplies. However, in the event of another industry-wide general shortage of resins we use, or a shortage or discontinuation of certain types or grades of resin purchased from one or more of our suppliers, we may not be able to arrange for alternative sources of resin. Any such shortage may materially negatively impact our competitive position versus companies that are able to better or more cheaply source resin.

We purchase our raw materials directly from major petrochemical and chemical suppliers. We have long-standing relationships with some of these suppliers but we have no guaranteed supply or fixed-price contracts with any of our resin vendors. Resin purchases are made in accordance with our manufacturing specifications, and are based primarily on price. We are typically awarded a significant customer rebate by each supplier due to purchasing scale; however there is no assurance whether such rebates will continue beyond the current calendar year. Prices are negotiated on a continuous basis, and we do not typically buy forward beyond six months.

Additionally, we may be subject to significant increases in prices that may materially impact our financial condition. Over the past four years, PVC resin prices have more than doubled, and as a result of the storm activity discussed above, increases in natural gas and crude oil prices and demand in the broader economy, resin prices have recently risen to all time high levels. Our annual average cost of resin increased by approximately 30% from 2004 to 2005. These significantly higher resin costs have impacted our profitability throughout 2005, resulting in lower gross margins in fiscal year 2005 compared to fiscal year 2004.

Dry petrochemical resin prices may continue to fluctuate as a result of changes in natural gas and crude oil prices. The instability in the world market for petroleum and the North American natural gas markets could materially adversely affect the prices and general availability of raw materials quickly. Over the past several years we have at times experienced rapidly increasing resin prices primarily due to the increased cost of oil and natural gas. Due to the uncertain extent of oil and natural gas prices, we cannot reasonably estimate our ability to successfully recover any price increases. Even if we are able to pass these price increases on to our customers, our gross margins could decline and we may not be able to implement other price increases for our products. To the extent that increases in the cost of resins cannot be passed on to our customers, or the duration of time lags associated with a pass through becomes significant, such increases may have a material adverse effect on our profitability. Moreover, increases in resin prices hurt our competitive position as compared to wood and metal products that are not affected by changes in resin prices.

Our continued success is dependent on the performance of our AZEK products, which represent a significant portion of our net sales.

In fiscal 2005, AZEK products accounted for a majority of our net sales, and net sales of our AZEK products have increased at an approximately 75% compound annual growth rate over the past four years. Therefore, our future prospects are largely dependent on the continued success of our AZEK products, which have been on the market for only seven years. If we should experience any problems, real or perceived, with product quality, relative value and use as compared to competitive materials, distributions, delivery or consumer acceptance of AZEK as a substitute for wood in the trim and millwork segment, our sales and profitability could materially decline. In particular, the success of AZEK depends on our customers continuing to be willing to pay more for AZEK on the basis of relative value and use as compared to wood and other products that AZEK is intended to replace. In addition, we are subject to the risk that third parties develop new products that compete favorably with AZEK on a price-to-value relationship.

We face competition in each of our businesses and our customers may not continue to purchase our products.

We face competition in the sale of our products. We compete with multiple companies with respect to each of our products, including divisions or subsidiaries of larger companies and foreign competitors. Our products also compete with the wood and metal products that our synthetic products are designed to replace. For example, AZEK competes primarily with wood, aluminum, engineered wood and other synthetic building materials, such as celuka-processed products. The bathroom products market is highly fragmented and consists of manufacturers typically producing partitions in several different materials and price ranges. Metal is currently the most used material in the bathroom partition market. With respect to our other basic non-fabricated products, the market is highly fragmented, with manufacturers generally focused on a few core materials including dry petrochemical resins and other key materials, that are sold directly into end market applications. Our competitors for other non-fabricated products include other national and regional manufacturers.

We compete on the basis of a number of considerations, including price (on a price-to-value basis), service, quality, performance, product characteristics, brand recognition and loyalty, marketing, product development, sales and distribution, and ability to supply products to customers in a timely manner. Increases in our prices as compared to those of our competitors could materially adversely affect us. In particular, many of these other products that we compete with on a price-to-value basis, such as wood and metal products, are not affected by the significant increases in the cost of resin that we have experienced over the past few years.

The competition we face involves the following key risks:

•: loss of market share;
•: failure to anticipate and respond to changing consumer preferences and demographics;
•: failure to develop new and improved products;
•: failure of consumers to accept our brands and exhibit brand loyalty and pay premium prices on the basis of relative value and use as compared to competitive materials;
•: aggressive pricing by competitors, which may force us to decrease prices or increase marketing and promotional spending in order to maintain market share; and
•: failure of our marketing and promotional spending to increase, or even maintain, sales volume and market share.

Certain of our competitors have financial and other resources that are greater than ours and may be better able to withstand price competition. In addition, our competitors may develop products that are superior to our products or may adapt more quickly to new technologies or evolving customer

requirements. Technological advances by our competitors may lead to new manufacturing techniques and make it more difficult for us to compete. In addition, since we do not have long-term arrangements with many of our customers, these competitive factors could cause our customers to cease purchasing our products.

If we are unable to meet future capital requirements, our business may be adversely affected.

We have made significant capital expenditures in our businesses in recent years to expand our facilities and enhance our production processes. We spent approximately $7.4 million, $7.3 million and $21.8 million in capital expenditures in fiscal years 2003, 2004 and 2005. We estimate that capital expenditures for fiscal 2006 will be $20.0 million to $25.0 million. We spent approximately $5.5 million in capital expenditures in the three months ended March 31, 2006. As we grow our businesses, we may have to incur significant additional capital expenditures. We cannot assure you that we will have, or be able to obtain, adequate funds to make all necessary capital expenditures when required, or that the amount of future capital expenditures will not be materially in excess of our anticipated or current expenditures. If we are unable to make necessary capital expenditures, our product offerings may become dated, our productivity may decrease and the quality of our products may be adversely affected, which, in turn, could reduce our sales and profitability and impair our ability to satisfy our obligations under the notes. In addition, even if we are able to invest sufficient resources, these investments may not generate net sales that exceed our expenses, generate any net sales at all or result in any commercially acceptable products.

Our business could be materially hurt by economic downturns.

Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate. The demand for our products by our customers depends, in part, on general economic conditions and business confidence levels. Sales in the residential, commercial and institutional construction market correlate closely to the number of homes, buildings and schools that are built or renovated, which in turn is influenced by factors such as interest rates, inflation, the strength or weakness of the U.S. dollar, gross domestic product levels, consumer confidence and spending habits, demographic trends, employment rates, state and local government revenues and spending on schools and other macroeconomic factors over which we have no control. Any decline in economic activity as a result of these factors could result in a decreased demand for our products, which would materially adversely impact our sales and profitability.

In general, demand for new home construction as well as commercial and institutional construction may be materially adversely affected by increases in interest rates and the reduced availability of financing. Although interest rates have been low the past few years, as interest rates rise, the ability of prospective buyers to finance purchases of new homes may be materially adversely affected. As a result, our business, financial condition and results of operations may also be materially adversely impacted. The remodeling market, in which we make a large portion of our sales, tends to be less sensitive to changes in interest rates. Any changes in tax laws related to mortgages and home equity financings could materially adversely affect sales in the home construction and remodeling market.

Our bathroom and lockers products are sold primarily in the institutional segment, which includes schools, government and municipal buildings and facilities, parks, military bases and hospitals. The demand for these products, whether in connection with replacement orders or new construction, is impacted by the economy, and in particular gross domestic product levels. As a result of institutional budgeting, we may experience a decrease in sales up to a year or more after a decline in gross domestic product levels. For example, school construction, our and Santana's primary segment for plastic bathroom products and lockers, has experienced a slowdown over the last two years, following growth over the previous decade. This slowdown has been due in part to increased energy, pension and healthcare costs that have reduced amounts available for school construction costs, which reduction

may continue in the future. Furthermore, sales to schools may be impacted by lower than anticipated tax revenues collected by state and local municipalities.

Our business is subject to risks associated with manufacturing processes.

We internally manufacture our own products at our production facilities. Our manufacturing facilities are in the Scranton, Pennsylvania area, where we produce all of our products. While we maintain insurance covering our manufacturing and production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, labor issues, weather conditions, other natural disaster or otherwise, whether short or long-term, could have a material adverse effect on us.

Unexpected failures of our equipment and machinery may result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations. Moreover, there are a limited number of manufacturers that make the machines we use in our business. Because we supply our products to original equipment manufacturers, or OEMs, a temporary or long-term business disruption could result in a permanent loss of customers that will seek out alternate suppliers. If this were to occur, our future sales levels, and therefore our profitability, could be materially adversely affected.

Our sales, cash flows from operations and results of operations may decrease if our key distributors reduce the amount of products they purchase from us or if our relations with them decline.

Our top ten distributors, through more than 35 independent branches, collectively accounted for approximately half of our net sales for the year ended December 31, 2005, our largest distributor, Parksite Plunkett Webster, or PPW, through seven independent branches, collectively accounted for more than 10% of 2005 sales, and our top 3 distributors collectively accounted for approximately 43% of 2005 net sales. We expect our relationship with PPW and our other key distributors to continue; however the loss of or a significant adverse change in our relationships with PPW or any other significant distributor could temporarily disrupt our net sales. Our operations depend upon our ability to maintain our relations with our network of distributors and dealers. If our key distributors and dealers are unwilling to continue to sell our products, if we do not provide product offerings and price points that meet the needs of our key distributors and dealers, or if our key distributors and dealers merge with or are purchased by a competitor, we could experience a decline in sales. The loss of, or a reduction in orders from, any significant distributor or dealer, losses arising from disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any significant distributor or dealer could cause a decrease in our net income and our cash flow. If we are unable to replace such distributors or dealers, or otherwise replace the resulting loss of sales, our business and results of operations could be materially adversely affected.

The Santana Acquisition, as well as any other acquisitions we may pursue in the future, may be unsuccessful.

The Santana Acquisition is significantly larger than any of our previous acquisitions. The expansion of our business and operations resulting from the Santana Acquisition may strain our administrative, operational and financial resources. The integration of Santana into our company will require substantial time, effort, attention and dedication of management resources and may distract our management in unpredictable ways from our existing business. The integration process could create a number of potential challenges and adverse consequences for us, including the possible unexpected loss of key employees, distributors or suppliers, a possible loss of sales or an increase in operating or other costs. These types of challenges and uncertainties could have a material adverse effect on our business,

financial condition and results of operations. We may not be able to manage the combined operations and assets effectively or realize all or any of the anticipated benefits of the Santana Acquisition.

Although we have conducted what we believe to be a prudent level of investigation regarding Santana's business, an unavoidable level of risk remains regarding the actual condition of this business. Until we actually assume operating control of Santana's assets and operations, we may not be able to ascertain the actual value or understand the potential liabilities of Santana and its operations. We may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence in connection with the Santana Acquisition. Under the stock purchase agreement, the selling stockholders of Santana are required to indemnify us against certain undisclosed liabilities. However, we cannot assure you that the indemnification, even if obtained, will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the acquisition. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

In the future, we may opportunistically consider the acquisition of other manufacturers or product lines of other businesses that either complement or expand our existing business. We cannot assure you that we will be able to consummate any such acquisitions or that any future acquisitions will be able to be consummated at acceptable prices and terms. The Santana Acquisition and any future acquisitions we pursue involve a number of special risks, including some or all of the following:

•: the diversion of management's attention from our core businesses;
•: the disruption of our ongoing business;
•: entry into markets in which we have limited or no experience;
•: the ability to integrate our acquisitions without substantial costs, delays or other problems;
•: inaccurate assessment of undisclosed liabilities;
•: the incorporation of acquired products into our business;
•: the failure to realize expected synergies and cost savings;
•: the loss of key employees or customers of the acquired business;
•: increasing demands on our operational systems;
•: possible adverse effects on our reported operating results, particularly during the first several reporting periods after the acquisition is completed; and
•: the amortization of acquired intangible assets.

Additionally, any acquisitions we may make could result in significant increases in our outstanding indebtedness and debt service requirements. The terms of the notes and our senior secured revolving credit facility may limit the acquisitions we may pursue.

Our insurance coverage may be inadequate to protect against the potential hazards incident to our business.

We maintain property, business interruption, product liability and casualty insurance coverage, but such insurance may not provide adequate coverage against potential claims, including losses resulting from war risks, terrorist acts or product liability claims relating to products we manufacture. Consistent with market conditions in the insurance industry, premiums and deductibles for some of our insurance policies have been increasing and can in the future increase substantially. In some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not challenge coverage for certain claims. If we were to

incur a significant liability for which we were not fully insured or that our insurers disputed, it could have a material adverse effect on our financial position.

We provide product warranties that could expose us to claims, which could in turn damage our reputation and adversely affect our business.

We provide our customers with a 15-year limited warranty on Comtec products and a 25-year limited warranty on AZEK products. The Comtec warranty guarantees products against breakage, corrosion and delamination. AZEK products are warrantied against manufacturing defects that could cause the product to rot, corrode, delaminate, or excessively swell from moisture. If any of our products fails to comply with its warranty, we may be obligated, at our expense, to correct any defect by replacing such defective product. Although historically total warranty costs have been immaterial, there can be no assurance that future warranty claims will follow historical patterns or that we can accurately predict the level of future warranty claims. In particular, AZEK has been on the market for only seven years, so we cannot completely ascertain the costs for 25 years. Although we have never experienced any material losses attributable to warranty claims, an increase in the rate of warranty claims or the occurrence of unexpected warranty claims could be expensive and could damage our reputation and brand equity, which could materially and adversely affect our business.

Our business operations could be significantly disrupted if members of our management team were to leave.

Our success depends to a significant degree upon the continued contributions of our senior management. Our senior operating management members average approximately 21 years of relevant industry experience and have extensive engineering, manufacturing and finance backgrounds. We believe that the depth of our management team is instrumental to our continued success. The loss of any of our key executive officers in the future could significantly impede our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives.

On February 10, 2006, we announced that our board of directors had approved our management transition plan. Under the transition plan, Mr. James Keisling will continue to serve as our Chief Executive Officer and a member of our board of directors, but will transition to the role of non-executive Chairman of our board of directors by January 1, 2007, succeeding Mr. Christopher Mahan. Mr. John R. Loyack, who served as our Chief Operating Officer and Chief Financial Officer from September 2005, was appointed as our President effective immediately and will continue to serve as our Chief Operating Officer. Mr. Loyack will succeed Mr. Keisling as our Chief Executive Officer by January 1, 2007. Mr. Scott C. Harrison, who served as our Vice President of Finance from November 2005, was appointed Senior Vice President and Chief Financial Officer effective immediately. There is no assurance that the new management team will be able to execute our business strategy in a manner that will allow us to sustain continued growth and success.

Because affiliates of AEA Investors control a significant percentage of our common stock, they may control all major corporate decisions and their interests may conflict with the interests of the holders of the notes.

Affiliates of AEA Investors control a majority of our common stock and, therefore, AEA Investors has the power to control our affairs and policies. AEA Investors also controls the election of a majority of our directors, the appointment of our management and the entering into of business combinations or dispositions and other extraordinary transactions. The directors so elected have the authority, subject to the terms of the indenture governing the notes and our senior secured revolving credit facility, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions that would be detrimental to owners of the notes.

The interests of AEA Investors could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of AEA Investors, as

equity holders, might conflict with your interests as a note holder. Affiliates of AEA Investors may also have an interest in pursuing acquisition, divestitures, financings and other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a noteholder.

Our business operations could be negatively impacted if we fail to adequately protect our intellectual property rights or if third parties claim that we are in violation of their intellectual property rights.

As a company that manufactures and markets branded products, we rely heavily on trademark and service mark protection to protect our brands. In particular, the value of the AZEK brand is significant to the success of our business. We generally rely on a combination of unpatented proprietary know-how and trade secrets, and to a lesser extent, patents, in order to preserve our position in the market. Because of the importance of our proprietary know-how and trade secrets, we employ various methods to protect our intellectual property, such as entering into confidentiality agreements with third parties, and controlling access to and distribution of our proprietary information.

There is no assurance that these protections are adequate to prevent competitors from copying, imitating or reverse engineering our products, or from developing and marketing products that are substantially equivalent to or superior to our own. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality obligations and misappropriating proprietary information. Due to the nature of our products and technology, it is difficult for us to monitor unauthorized uses of our products and technology. The steps we have taken may not prevent unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. If third parties take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputation, or we are unable to protect our intellectual property from infringement or misappropriation, other companies may be able to use our intellectual property to offer competitive products at lower prices and we may not be able to effectively compete against these companies. In addition, if any third party copies or imitates our products, including our AZEK products, in a manner that projects a lesser quality or carries a negative connotation, this could have a material adverse effect on our goodwill in the marketplace since it would damage the reputation of plastic products generally, whether or not it violates our intellectual property rights.

In addition, we face the risk of claims that we are infringing third parties' intellectual property rights. We believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties. Although no proceedings are currently existing, we have received, and from time to time, may receive in the future, claims from third parties by which such third parties assert infringement claims against us in connection with the manufacture and sale of our products and we can give no assurance that claims or litigation asserting infringement by us of third parties' intellectual property rights will not be initiated in the future. Any such claim, even if it is without merit, could be expensive and time-consuming; could cause us to cease making, using or selling certain products that incorporate the disputed intellectual property; could require us to redesign our products, if feasible; could divert management time and attention; and could require us to enter into costly royalty or licensing arrangements, to the extent such arrangements are available. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if such enforcement measures are not successful, we may not be able to protect the value of our intellectual property. Regardless of its outcome, any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations.

The cost of complying with laws relating to the protection of the environment may be significant.

We are subject to extensive federal, state, municipal, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge of

pollutants into the environment and those regulating the treatment, storage, disposal and remediation of, and exposure to, solid and hazardous wastes and hazardous materials. Certain environmental laws and regulations impose joint and several strict liability on responsible parties, including past and present owners and operators of sites, to clean up, or contribute to the cost of cleaning up sites at which hazardous wastes or materials were disposed or released.

While we believe that the future cost of compliance with environmental laws and regulations and liabilities associated with claims or known environmental conditions will not have a material adverse effect on our business, we cannot assure you that future events, such as new or more stringent environmental laws and regulations, any related damage claims, the discovery of previously unknown environmental conditions requiring response action, or more vigorous enforcement or a new interpretation of existing environmental laws and regulations would not require us to incur additional costs that would be material. We believe our cost of compliance with environmental laws and regulations was minimal in 2005.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. We are continuing to evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, our financial statements may not accurately reflect our financial condition.

USE OF PROCEEDS

This prospectus is delivered in connection with the sale of notes by Wachovia Capital Markets, LLC in market-making transactions. We will not receive any of the proceeds from such transactions.

CAPITALIZATION

The following table sets forth our cash and consolidated capitalization as of March 31, 2006 on a historical basis and on a pro forma basis to reflect the Santana Acquisition. This table should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this prospectus and "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Pro Forma Condensed Combined Financial Information."

			As of March 31, 2006
			Historical		Pro Forma
			(in thousands)
Cash			$	5,348	$	5,348

Long-term debt, including current portion:
	Capital lease obligation			1,521		1,582
	Note payable			64		64
	Revolving credit facility(1)			—		5,250
	Senior Floating Rate Notes due 2012			65,000		95,150	(2)
	10¹/2% Senior Notes due 2013			150,000		150,000

		Total long-term debt, including current portion		216,585		252,046

Total shareholders' equity(3)				161,094		161,094

Total capitalization			$	377,679	$	413,140

(1): Our senior secured revolving credit facility provides for borrowings of up to $40.0 million, of which $38.9 million was available for borrowing as of March 31, 2006. See "Description of Certain Indebtedness." In connection with the Santana Acquisition, we borrowed approximately $5.3 million under the senior secured revolving credit facility to fund a portion of the purchase price.
(2): Represents $65.0 million aggregate principal amount of outstanding senior floating rate notes issued on July 5, 2005 plus the gross proceeds from issuance of $30.0 million in aggregate principal amount of outstanding senior floating rate notes issued on April 28, 2006 at a price of 100.50%.
(3): Shareholders' equity reflects the following:

Equity contribution	$	165,066
Retained deficit		(3,972	)

Total	$	161,094

Shareholders' equity presented on a pro forma basis reflects the elimination of Santana's historical stockholder's equity.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth certain historical financial and other data as of December 31, 2005, 2004, 2003, 2002 and 2001, and for the periods January 1, 2005 to May 10, 2005 and May 11, 2005 to December 31, 2005 and for the years ended December 31, 2004, 2003, 2002 and 2001. The audited consolidated financial statements as of December 31, 2005 and 2004 and for each of the two periods in the year ended December 31, 2005 and for the years ended December 31, 2004 and 2003 are included elsewhere in this prospectus. The selected historical financial data presented from January 1, 2005 to May 10, 2005 and as of and for the years ended December 31, 2004, 2003, 2002 and 2001, have been derived from the Predecessor's audited consolidated financial statements. See "About this Prospectus." The selected historical financial data presented as of December 31, 2005 and for the period from May 11, 2005 to December 31, 2005 have been derived from the Successor's audited consolidated financial statements.

							Combined Predecessor and Successor(1)									Year Ended December 31,
	Successor			Predecessor			Combined Predecessor and Successor(1)			Successor			Predecessor
	Three Months Ended March 31, 2006			Three Months Ended March 31, 2005			Year Ended December 31, 2005			Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			2004			2003			2002			2001
(in thousands)
Statement of Operations:
Net sales	$	78,066		$	64,688		$	222,603		$	140,672		$	81,931		$	171,060		$	136,284		$	114,330		$	92,832
Cost of sales		(57,106	)		(45,779	)		(171,930	)		(113,076	)		(58,854	)		(121,121	)		(97,240	)		(78,561	)		(69,586	)

Gross margin		20,960			18,909			50,673			27,596			23,077			49,939			39,044			35,769			23,246
Selling, general and administrative expenses(2)		(8,770	)		(6,245	)		(40,775	)		(18,870	)		(21,905	)		(20,451	)		(17,111	)		(13,451	)		(19,338	)

Operating income		12,190			12,664			9,898			8,726			1,172			29,488			21,933			22,318			3,908
Interest expense, net		(6,210	)		(2,356	)		(23,035	)		(21,175	)		(1,860	)		(14,082	)		(10,119	)		(9,181	)		(10,525	)
Miscellaneous, net		(36	)		(320	)		(226	)		158			(384	)		(266	)		(5	)		(454	)		(577	)

Income before income taxes (loss)		5,944			9,988			(13,363	)		(12,291	)		(1,072	)		15,140			11,809			12,683			(7,194	)
Income tax (expense) benefit		(2,307	)		(3,000	)		1,622			4,682			(3,060	)		(5,870	)		(4,531	)		(4,609	)		2,361

Net income (loss)(2)	$	3,637		$	6,988		$	(11,741	)	$	(7,609	)	$	(4,132	)	$	9,270		$	7,278		$	8,074		$	(4,833	)

Other Data:
Volume sold (000's lbs)		57,870			56,060			180,260			110,600			69,660			147,869			114,341			94,746			75,100
Capital expenditures		5,525			3,885		$	21,784		$	17,295		$	4,489		$	7,299		$	7,402		$	8,420		$	6,421
Ratio of earnings to fixed charges(3)		1.95x			5.13x			—	(4)		N/A			N/A			2.06x			2.15x			2.37x			—	(4)

	Successor				Predecessor
					December 31,
	March 31, 2006		December 31, 2005		December 31,
	March 31, 2006		December 31, 2005		2004		2003		2002		2001
(in thousands)
Balance Sheet Data (at end of period):
Cash	$	5,348	$	14,785	$	2,697	$	4,549	$	1,880	$	2,659
Working capital(4)	$	36,746	$	32,822	$	50,360	$	33,131	$	33,550	$	28,630
Total assets	$	459,821	$	464,918	$	200,537	$	185,171	$	178,054	$	162,281
Total debt	$	216,585	$	216,602	$	143,917	$	92,637	$	106,139	$	98,638
Total shareholder equity	$	161,094	$	157,457	$	30,557	$	72,786	$	64,841	$	57,049

(1): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expenses as a result of the Transaction.
(2): We incurred a one-time compensation charge of approximately $12.8 million relating to the vesting of certain restricted units upon closing of the Transaction. This amount was included in selling, general and administrative expenses for the period from January 1, 2005 to May 10, 2005, and was funded by the seller, Compression Polymers Holding LLC, our Predecessor, from the purchase price of the Transaction. As such, there was no cash impact on the financial statements of the Successor related to this compensation charge.
(3): For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations before income taxes plus fixed charges. Fixed charges include (1) interest expense, whether expensed or capitalized, (2) amortization of debt issuance costs and (3) the portion of operating rental expense (33%) which management believes is representative of the interest component of rent expense. The ratio of earnings to fixed charges has not been presented for the Successor period May 11, 2005 to December 31, 2005 or the Predecessor period January 1, 2005 to May 10, 2005 because such presentation would not be meaningful as these periods are not complete annual or quarterly periods. Alternatively, we have presented the ratio of earnings to fixed charges for the "Combined Predecessor and Successor" year ended December 31, 2005. See Note 1 above.
(4): Due to our loss for the year ended December 31, 2005 and 2001, the coverage ratio was less than 1:1. We would have needed to generate additional earnings of $13.4 million and $7.2 million, respectively, to achieve a coverage ratio of 1:1.
(5): Working capital is defined as current assets less current liabilities.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of March 31, 2006 and the accompanying notes thereto, have been prepared to illustrate the effects of the Santana Acquisition on our historical financial position and results of operations. The following unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2006 and the year ended December 31, 2005, and the accompanying notes thereto, have been prepared to illustrate the effects of the Transaction and the Santana Acquisition on our historical financial position and results of operations. See "Prospectus Summary—Recent Developments—Santana Acquisition" and "Prospectus Summary—The Transaction."

The unaudited pro forma condensed combined balance sheet gives effect to the Santana Acquisition as if it had occurred on March 31, 2006. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2005 gives effect to the Transaction and the Santana Acquisition as if they had occurred on January 1, 2005. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2006 gives effect to the Santana Acquisition as if it had occurred on January 1, 2006. The unaudited pro forma condensed combined financial information is presented for informational purposes only and does not purport to represent our financial condition had the Transaction and the Santana Acquisition occurred as of the respective dates indicated above. In addition, the unaudited pro forma condensed combined statement of operations does not purport to project our future operating results as of any future date or for any future period.

The following unaudited pro forma condensed combined financial information has been derived by the application of pro forma adjustments to our audited historical consolidated financial statements included elsewhere in this prospectus. The pro forma adjustments and certain assumptions underlying these adjustments, are described in the accompanying notes, and should be read in conjunction with these unaudited pro forma condensed combined financial statements. The pro forma adjustments with respect to the Santana Acquisition are based on preliminary estimates, available information and certain assumptions that we believe are reasonable and may be revised as additional information becomes available. Accordingly, the final allocation of purchase price for the Santana Acquisition and the resulting effect on income from operations may differ from the pro forma amounts included herein.

The unaudited pro forma condensed combined financial statement, and the accompanying notes thereto, should be read in conjunction with our historical financial statements and related notes thereto included elsewhere in this prospectus, as well as the information set forth in "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

CPG INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2006
(dollars in thousands)

		CPG International		Santana		Pro Forma Adjustments for the Santana Acquisition(1)			Pro Forma
Assets
Current assets:
	Cash and cash equivalents	$	5,348	$	—	$	—		$	5,348
	Receivables:
	Trade		21,556		4,550		—			26,106
	Inventories		39,137		3,099		—			42,236
	Deferred income taxes		5,111		181		—			5,292
	Prepaid expenses and other		3,956		929		(750	)(2)		4,135

	Total current assets		75,108		8,759		(750	)		83,117
Property and equipment—net			75,395		931		—			76,326
Goodwill			213,682		8,681		16,674	(3)		239,037
Intangible assets—net			86,035		6,173		127	(3)		92,335
Deferred financing costs—net			9,601		271		329	(4)		10,201
Other assets			—		54		(54	)(2)		—

Total		$	459,821	$	24,869	$	16,326		$	501,016

Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable—primarily trade	$	25,451	$	2,406	$	—		$	27,857
	Current portion of capital lease obligation		—		28		—	(5)		28
	Current portion of long-term debt		50		3,209		2,041	(5)		5,300
	Accrued interest		5,860		111		(111	)(5)		5,860
	Accrued expenses		7,001		435		—			7,436
	Other liabilities		—		509		(509	)(2)		—

	Total current liabilities		38,362		6,698		1,421			46,481
Deferred income taxes			43,830		499		2,394	(6)		46,723
Capital lease obligation—less current portion			1,521		33		—	(5)		1,554
Long-term debt—less current portion			215,014		8,424		21,726	(5)		245,164
Shareholders' equity			161,094		9,215		(9,215	)(7)		161,094

Total		$	459,821	$	24,869	$	16,326		$	501,016

See accompanying notes to the unaudited pro forma condensed combined balance sheet.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2006
(dollars in thousands)

(1): The Santana Acquisition will be accounted for as a purchase business combination in conformity with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, with intangible assets recorded in conformity with SFAS No. 142, Goodwill and Other Intangible Assets, requiring an allocation of the purchase price to the tangible and intangible net assets acquired based on their relative fair values as of the date of the Santana Acquisition. A valuation study performed by an independent third party is expected to be completed by the end of the third quarter of 2006, which will change the purchase price allocation and may result in additional depreciation of property and equipment and amortization of identifiable intangible assets over their estimated useful lives and other changes in asset or liability values.
: Accordingly, we have preliminarily allocated the excess of the purchase price over the net assets acquired to certain identifiable intangible assets, including Santana's trade name and goodwill. We believe the trade name has an indefinite life and therefore, will be assessed on an annual basis for impairment. In accordance with SFAS No. 142, goodwill is not amortized but is reviewed at least annually for impairment. The excess purchase price allocated to goodwill represents our view of Santana's potential earnings. Goodwill recorded in relation to the Santana Acquisition will not be deductible for tax purposes since this is a stock purchase transaction. If our net tangible assets are written up to fair value after the closing of the Santana Acquisition, our expenses in the future will be higher as a result of increased depreciation and amortization of our assets. We expect to finalize our allocation of the purchase price of the Santana Acquisition by the end of the third quarter of 2006. To the extent we identify amortizable intangible assets, the estimated useful lives will be consistent with our current policies as described in Note 6 to our consolidated financial statements appearing elsewhere in this prospectus.
: A portion of the excess purchase price has been assigned to identifiable intangible assets, which has created a difference in the book and tax values of the assets. This difference has impacted the deferred tax liability accounts reflected in the unaudited pro forma condensed combined balance sheet.
: The purchase price for the Santana Acquisition was $34.0 million, subject to adjustments as provided in the stock purchase agreement. The purchase price adjustments will be determined after the closing date based on the amount of Santana's working capital and indebtedness as of the

closing date of the Santana Acquisition. The allocation of purchase price of the Santana Acquisition is estimated to be as follows:

Purchase price allocation:
Estimated purchase price					$	34,000
Fees and expenses						1,400	(a)

Total purchase price						35,400
Less:
	Refinancing of existing debt	$	11,744
	Assets/liabilities retained by Seller		(295	)(b)
	Deferred financing costs related to the senior floating rate notes		600	(a)
	Deferred tax liability on identifiable intangible assets		(2,394	)(c)
	Write-off of Santana deferred financing costs, net		(271	)
	Elimination of existing goodwill and intangible assets		(14,854	)
	Shareholders' equity		9,215

						3,745

Excess purchase price over net asset value						31,655
Amount allocated to identifiable intangible assets						(6,300	)

Preliminary excess purchase price allocated to goodwill					$	25,355

(a): Reflects our estimated fees and expenses in connection with the Santana Acquisition, including placement and other financing fees, advisory fees and other transaction costs and professional fees and expenses. Approximately $0.6 million of these fees and expenses will be capitalized on our balance sheet as deferred financing costs, and the remaining charges will either be expensed or capitalized.
(b): Represents the elimination of assets and liabilities as of March 31, 2006 between Santana and us, on or prior to the closing date of the Santana Acquisition.
(c): SFAS No. 109, "Accounting for Income Taxes" requires a deferred tax liability be recognized on identifiable assets, other than goodwill, in business combinations.

(2): The following adjustments reflect the elimination of certain assets and liabilities as of March 31, 2006, which were settled prior to the closing date of the Santana Acquisition.

Prepaid expenses and other—Restricted cash escrowed funds of $750,000
Other assets—Notes receivable due from CEO of $54,000
Other liabilities—Escrow liability of $509,000

(3): Represents the elimination of historical Santana goodwill and intangible assets and recording of the excess purchase price over the net asset value acquired:

		CPG International			Santana			Changes		Pro Forma
Historical intangible assets, net
	Goodwill	$	213,682		$	8,681		$	16,674	$	239,037
	Trademarks		64,200			5,300			—		69,500
	Customer relationships		22,100			700			—		22,800
	Proprietary knowledge		1,800			—			—		1,800
	Non-compete		—			300			—		300

			301,782			14,981			16,674		333,437
	Accumulated amortization		(2,065	)		(127	)		127		(2,065	)

Pro forma intangible assets, net(a)		$	299,717		$	14,854		$	16,801	$	331,372

(a): Amount subject to change pending completion of the final purchase price allocation.

(4): To eliminate historical Santana deferred financing costs and to record estimated deferred financing costs incurred in connection with the issuance of the then existing Santana Acquisition indebtedness that was refinanced by the issuance of $30.0 million aggregate principal amount of senior floating rate notes due 2012, which will be amortized over the period during which the notes remain outstanding.

Write-off of Santana deferred financing costs	$	(271	)
Estimated deferred financing costs related to the senior floating rate notes		600

Pro forma adjustment to deferred financing costs	$	329

(5): Reflects adjustments for the following changes in debt:

	CPG International		Santana		Changes			Pro Forma
Senior floating rate notes	$	—	$	—	$	30,150		$	30,150
Revolving credit facility		—		—		5,250			5,250
Capital lease obligations		1,521		61		—			1,582
Existing debt		215,064		11,633		(11,633	)		215,064

Total debt obligations		216,585		11,694		23,767			252,046
Current portion		50		3,237		2,041			5,328

Total obligations-less current portion	$	216,535	$	8,457	$	21,726		$	246,718

: In addition to the outstanding principal balances of existing Santana debt to be refinanced, all accrued interest ($111 at March 31, 2006) will be settled.
(6): SFAS No. 109, "Accounting for Income Taxes" requires a deferred tax liability be recognized on identifiable assets, other than goodwill, in business combinations. For the pro forma, we utilized an estimated statutory tax rate of 38%.
(7): Reflects the elimination of Santana's historical shareholder's equity.

CPG INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2006
(dollars in thousands)

		CPG International			Santana			Pro Forma Adjustments(1)			Pro Forma
Net sales		$	78,066		$	7,337		$	—		$	85,403
Cost of sales			(57,106	)		(5,157	)		—	(2)		(62,263	)

Gross margin			20,960			2,180			—			23,140
Selling, general and administrative expenses			(8,770	)		(1,552	)		(16	)(3)		(10,338	)

Operating income (loss)			12,190			628			(16	)		12,802
Other expenses
	Interest expense, net		(6,210	)		(354	)		(726	)(4)		(7,290	)
	Other expense, net		(36	)		—			—			(36	)

Total other expenses, net			(6,246	)		(354	)		(726	)		(7,326	)
Income (loss) before income taxes			5,944			274			(742	)		5,476
Income tax (expense) benefit			(2,307	)		(104	)		282	(5)		(2,129	)

	Net income (loss)	$	3,637		$	170		$	(460	)	$	3,347

See accompanying notes to the unaudited pro forma condensed combined statement of operations.

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2006
(dollars in thousands)

(1): The Santana Acquisition has been accounted for as a purchase business combination in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, which required an allocation of the purchase price paid to the tangible and intangible net assets acquired based on their relative fair values as of the date of the Santana Acquisition. Accordingly, we have preliminarily allocated the excess of the purchase price over the net assets acquired to certain identifiable intangible assets, including trade name and goodwill. We believe the trade name has an indefinite life and therefore, will be assessed on an annual basis for impairment. In accordance with SFAS No. 142, goodwill is not amortized but is reviewed at least annually for impairment. Goodwill recorded in relation to the Santana Acquisition will not be deductible for tax purposes since this is a stock purchase transaction. If our net tangible assets are written up to fair value after the closing of the Santana Acquisition, our expenses in the future will be higher as a result of increased depreciation and amortization of our assets.
(2): We have not adjusted depreciation expense for the Santana Acquisition as we have not yet adjusted depreciable assets to fair value for pro forma purposes. A valuation study performed by an independent third party is expected to be completed by the end of the third quarter of 2006, at which time these assets will be adjusted to fair value.
(3): To reflect adjustment to selling, general and administrative expense:

		Three Months Ended March 31, 2006
Pro forma amortization expense:
	Proprietary technology	$	30
	Customer relationships		571
	Non-compete		15

Pro forma amortization expense			616
Historical amortization expense			(600	)

Pro forma amortization expense adjustment		$	16

(4): To adjust interest expense, net reflecting the refinancing of existing debt and issuance of the senior floating rate notes:

			Three Months Ended March 31, 2006
Pro forma interest expense:
	Senior Floating Rate Notes due 2012(a)		$	2,722
	Senior Notes due 2013(b)			3,938
	Revolver(c)			96
	Commitment fee of revolver			50
	Amortization of deferred financing			383
	Capital lease obligations			130

		Pro forma interest expense		7,319
Historical interest income				(29	)

		Pro forma interest expense, net		7,290
Historical interest expense, net(d)				(6,564	)

Pro forma interest expense adjustment			$	726

(a): Reflects pro forma interest expense resulting from the issuance of $95.0 million of senior floating rate notes at an interest rate of LIBOR plus 6.75% (using LIBOR rate of 4.71% at January 1, 2006).
(b): Reflects pro forma interest expense resulting from the issuance of $150.0 million of senior fixed rate notes at an interest rate of 10.5%.
(c): Reflects pro forma interest expense resulting from the $5.3 million of borrowings under the revolving credit facility at an interest rate of LIBOR plus 2.50% (using LIBOR rate of 4.71% at January 1, 2006).
(d): Includes (i) interest associated with the capital lease obligation, net of (ii) historical interest income.

: Each 0.125% change in the assumed interest rates would result in a $0.1 million change in annual interest expense on total floating rate indebtedness.
(5): Reflects the tax effect of our pro forma adjustments at a statutory tax rate of 38% for the periods presented. We expect our cash taxes in future years, however, to vary from this amount.

CPG INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2005
(in thousands)

		CPG International			Santana			Pro Forma Adjustments(2)			Pro Forma
Net sales		$	222,603		$	32,278		$	—		$	254,881
Cost of sales			(171,930	)		(20,831	)		(607)	(3)		(193,368	)

Gross margin			50,673			11,447			(607	)		61,513
Selling, general and administrative expenses			(40,775	)		(6,605	)		(885)	(4)		(48,265	)

Operating income			9,898			4,842			(1,492	)		13,248
Other expenses
	Interest expense, net		(23,035	)		(1,335	)		(4,378	)(5)		(28,748	)
	Other income (expense), net		(226	)		—			—			(226	)

Total other (expenses), net			(23,261	)		(1,335	)		(4,378	)		(28,974	)

(Loss) income before income taxes			(13,363	)		3,507			(5,870	)		(15,726	)
Income tax benefit (expense)			1,622			(1,334	)		2,231	(6)		2,519

Net (loss) income		$	(11,741	)	$	2,173		$	(3,639	)	$	(13,207	)

See accompanying notes to the unaudited pro forma condensed combined statement of operations.

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2005
(dollars in thousands)

(1): The historical condensed consolidated statement of operations represents the mathematical addition of the Predecessor period from January 1, 2005 through May 10, 2005 and the Successor period from May 11, 2005 through December 31, 2005. This is not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the changes made in related estimated useful lives of the assets at May 10, 2005, as well as changes in interest and income tax expenses as a result of the Transaction.
(2): The Transaction and the Santana Acquisition have been accounted for as purchase business combinations in accordance with SFAS No. 141, Business Combinations, which required an allocation of the purchase price paid to the tangible and intangible net assets acquired based on their relative fair values as of the date of the Transaction and the Santana Acquisition. For the Santana Acquisition, we have preliminarily allocated the excess of the purchase price over the net assets acquired to certain identifiable intangible assets, including trade name and goodwill. We believe the trade name has an indefinite life and therefore, will be assessed on an annual basis for impairment. In accordance with SFAS No. 142, goodwill is not amortized but is reviewed at least annually for impairment. Goodwill recorded in relation to the Santana Acquisition will not be deductible for tax purposes since this is a stock purchase transaction. If our net tangible assets are written up to fair value after the closing of the Santana Acquisition, our expenses in the future will be higher as a result of increased depreciation and amortization of our assets.
(3): To reflect adjustment to cost of sales related to the Transaction:

		Year Ended December 31, 2005(a)
Pro forma depreciation expense:
	Machinery and equipment	$	7,579
	Land and buildings		845

	Pro forma depreciation expense		8,424
Historical depreciation expense			7,817

Pro forma depreciation expense adjustments		$	607

(a): We have not adjusted depreciation expense for Santana as we have not adjusted depreciable assets to fair value for pro forma purposes. A valuation study performed by an independent third party is expected to be completed by the end of the third quarter of 2006, at which time these assets will be adjusted to fair value.

(4): To reflect adjustment to selling, general and administrative expense:

		Year Ended December 31, 2005
		Depreciation(a)		Amortization		Total
Pro forma depreciation and amortization expense:
	Machinery and equipment	$	271	$	—	$	271
	Proprietary technology		—		120		120
	Non-compete		—		60		60
	Customer relationships		—		2,280		2,280

Pro forma depreciation and amortization expense			271		2,460		2,731
Historical depreciation and amortization expense			239		1,607		1,846

Pro forma depreciation and amortization expense adjustments		$	32	$	853	$	885

(a): We have not adjusted depreciation expense for Santana as we have not adjusted depreciable assets to fair value for pro forma purposes. A valuation study performed by an independent third party is expected to be completed by the end of the third quarter of 2006, at which time these assets will be adjusted to fair value.

(5): To adjust interest expense, net reflecting the refinancing of existing debt and the issuance of the senior floating rate notes:

			Year Ended December 31, 2005
Pro forma interest expense:
	Senior Floating Rate Notes due 2012(a)			10,887
	Senior Notes due 2013(b)			15,751
	Revolver(c)			379
	Commitment fee of revolver			200
	Amortization of deferred financing costs			1,488
	Capital lease obligations			207

		Pro forma interest expense		28,912
	Historical interest income			(164	)

		Pro forma interest expense, net		28,748
Historical interest expense, net(d)				(24,370	)

Pro forma interest expense adjustments			$	4,378

(a): Reflects pro forma interest expense resulting from the issuance of $95.0 million of senior floating rate notes at an interest rate of LIBOR plus 6.75% (using LIBOR rate of 4.71% at January 1, 2006).
(b): Reflects pro forma interest expense resulting from the issuance of $150.0 million of senior fixed rate notes at an interest rate of 10.5%.
(c): Reflects pro forma interest expense resulting from the $5.3 million of borrowings under the revolving credit facility at an interest rate of LIBOR plus 2.50% (using LIBOR rate of 4.71% at January 1, 2006).
(d): Includes (i) the elimination of the amortization of debt issuance costs with respect to the then existing debt being repaid in connection with the Transaction and the Santana Acquisition (ii) interest associated with capital lease obligations, net of (iii) historical interest income.

Each 0.125% change in the assumed interest rates would result in a $0.1 million change in annual interest expense on total floating rate indebtedness.

(6): Reflects the tax effect of our pro forma adjustments at a statutory tax rate of 38% for the periods presented. We expect our cash taxes in future years, however, to vary from this amount.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with and is qualified in its entirety by reference to the consolidated financial statements and accompanying notes of CPG International Inc. and Subsidiaries, or the "Successor," and Compression Polymers Holdings LLC and Subsidiaries, or the "Predecessor," included elsewhere in this prospectus. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Future results could differ materially from those discussed below. See discussion under the caption "Cautionary Note Regarding Forward-Looking Statements." Except where the context otherwise requires, all references to "we," "us," and "our" (and similar terms) herein mean the Successor for periods beginning after May 10, 2005 and the Predecessor for periods ending on or prior to May 10, 2005.

Overview

We are a leading manufacturer and fabricator of highly engineered synthetic products designed to replace wood and metal in a variety of building materials and industrial applications. Since our inception in 1983, we have been a technology leader, and today we rank among the largest manufacturers of highly engineered synthetic building and industrial replacement products in the United States. Our company has developed through years of research, development and field experience, proprietary technology and dry petrochemical resin blends.

Over 97% of our sales in fiscal 2005 and 98% of our sales in the first quarter of 2006 were in the United States. The core of our operation has been to produce high-quality products across all of the building and industrial end markets we serve. In the last decade, our expertise in manufacturing has allowed us to successfully develop value-added, branded products such as AZEK, EverTuff, TuffTec and Celtec products, which offer accelerated volume growth and higher margins. Our volume growth has been the result of penetrating the building and industrial end markets that create value-added substitution opportunities from more traditional wood, fiber and steel products. Many of our products are still in the early stages of the material conversion opportunity. As a result, we believe our growth should be less sensitive to the growth rate of our various end markets. We have generally attained higher margins through volume growth that has allowed us to self-fund investment in new technology and equipment that has enabled us to lower our manufacturing conversion costs. In addition, we have attained higher margins for our branded products through highly developed sales channels and continued product innovation. We continually look to utilize existing products and know-how for new applications, including the development of additional branded products.

Over the seven years since their introduction, our AZEK branded products have gained significant market acceptance and brand loyalty as a leader within the non-wood trim market. In fiscal 2005 and in the first quarter of fiscal 2006, AZEK products accounted for a majority of our net sales. Through our two-step, dual distribution system, we have established an extensive network of distributors and dealers throughout the United States and Canada. Our strategy continues to be to maintain two distributors in each geographic region that we enter. As of March 31, 2006, our distributors are selling our products to over 1,600 local stocking dealers who frequently request our products by brand name. In the first quarter of each year, we conduct an "early buy" sales promotion that encourages distributors to stock AZEK products through the use of incentive discounts, typically in the range of 1% to 6%. As demand for AZEK products has been growing, our goal is to maintain extrusion and dry blend capacity ahead of demand so that we are able to continue to provide all orders in full and on time. In fiscal 2005 we began developing a new 308,000 square foot facility to support the growth of our AZEK products.

Across all of our target markets, we are focused on capitalizing on the functional advantages of our synthetic products relative to competing wood, fiber and metal products. In this regard, we have developed the leading brand in the synthetic bathroom and lockeroom products market. Our goal is to

continue to increase our market share of Comtec at the expense of competing metal, phenolic, laminated wood, wood and plastic manufacturers. In addition, we see the potential for growth for our value-added lockers, as the locker market is still currently comprised almost exclusively of metal, and is therefore in the very early stages of material conversion. Our strategy is to market the benefits of our synthetic bathroom partitions and plastic lockers directly to architects and facilities managers, who typically are the primary drivers of purchasing decisions and frequently specify building products by name and material in their designs.

Dry petrochemical resins, primarily PVC, HDPE and PP, represented more than a majority of our cost of sales for the year ended December 31, 2005 and the first quarter of 2006. Throughout our 23-year history, resin prices have been subject to cyclical price fluctuations. As a result of storm activity along the gulf coast that damaged resin manufacturing facilities and delayed fall shipments, increases in natural gas and crude oil prices and demand in the broader economy, dry petrochemical resin prices have recently risen to all time high levels. Our average cost of resin increased by approximately 30% from 2004 to 2005 and approximately 21.4% for the three months ended March 1, 2006 compared to the same period in 2005. These significantly higher resin costs have impacted our profitability throughout fiscal year 2005 and the first quarter of 2006. We have been able to partially offset the impact of significantly higher resin costs through increased sales volumes, improved productivity, and selling price increases in all of our product lines. We took several pricing actions late in the third quarter and early in the fourth quarter of 2005 that further mitigated rising resin prices. These pricing actions include a 9% surcharge in AZEK, a 24% price increase in Comtec partition products and a 5% price increase in Comtec locker products, as well as price increases for our non-fabricated products. Because order backlogs are not repriced, it generally takes 270 days for price increases to be fully realized through average selling price. As a result, less than half of the orders shipped in the first quarter of 2006 included the full price increase implemented in late 2005. By September 2006, all orders should reflect the new pricing. These pricing actions have not resulted in reduced volume growth in our products, on a period to period basis, to date. In addition, we have developed significant scale in purchasing resin, which we believe places us in a better cost position relative to many of our competitors.

Our Vycom products are sold in various building and industrial end markets. AZEK products are sold in various stages of the building construction market, including remodeling and renovation and new construction, thereby diversifying sales across the construction cycle. Celtec products are sold to several industrial sectors, thereby diversifying sales across sectors sensitive to differing economic factors. Scranton Products fabricated and non-fabricated products are sold to various non-residential construction and industrial markets. While we expect future sales growth to continue to be strong as long as the U.S. economy remains strong, we also anticipate that developing economic factors could slow this growth. The U.S. economic recovery or other factors could trigger further interest rate increases which could slow the demand for our products in new construction and remodeling projects. However, as described above, increases in material conversion from wood and metal to plastics are impacting our business greater than any changes in the economy. In addition, the remodeling market, where we have a large portion of our sales, has historically been less sensitive to changes in interest rates. Finally, we believe we should benefit from any increases in school construction, which has experienced a slowdown over the last two years, as a number of our products, such as our bathroom partitions and lockers, are sold to schools.

On April 28, 2006, we purchased all of the outstanding capital stock of Santana Holdings Corp., the direct parent of Santana Products, Inc. for a purchase price of $34.0 million, subject to adjustments as provided in the stock purchase agreement. Santana is one of the largest, privately held manufacturers of solid plastic commercial bathroom partitions, lockers, benches and vanities in the United States. By acquiring Santana, we expect to strengthen our position as an industry leading manufacturer and distributor of bathroom partitions, lockers and benches. Santana's products are complementary to our Comtec, Capitol, EverTuff and TuffTec brands, and are sold to similar primary

end-markets, which include schools, stadiums, prisons, retail locations and other high-traffic environments. We believe that the acquisition of Santana will help us expand our product base, increase our distributor network and expand our portfolio of premium branded products. Our future results of operations will reflect our acquisition of Santana's business, which we will report as part of our Scranton Products business unit. For more detail regarding the Santana Acquisition, see "—Impact of the Transaction and the Santana Acquisition," as well as "Prospectus Summary—Recent Developments—Santana Acquisition" and "Unaudited Pro Forma Condensed Combined Financial Information" included elsewhere in this prospectus.

Basis of Presentation

The consolidated financial statements for fiscal years 2003, 2004 and 2005 (through May 10, 2005) discussed herein include the accounts of our Predecessor, Compression Polymers Holdings LLC and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. For the purpose of these financial statements, reference to the Predecessor are references to the periods ended on or prior to May 10, 2005 and references to the Successor are references to the periods from May 11, 2005 and beyond.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the amounts reported in the financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, inventories, vendor rebates, product warranties and goodwill and intangible assets. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"), as amended by SAB 101A, SAB 101B and SAB 104. SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Our revenues are recognized at the time product is shipped to the customer and title transfers.

We accrue for sales returns, discounts and other allowances based on a current evaluation of our experience based on the stated terms of the transactions. Should actual experience differ from our estimates, revisions to the estimated accruals would be required.

Allowance for Doubtful Accounts

Our allowance for doubtful accounts is based on management's assessment of the business environment, customers' financial condition, historical collection experience, accounts receivable aging and customer disputes. When circumstances arise or a significant event occurs that comes to the attention of management, the allowance is reviewed for adequacy and adjusted to reflect the change in the estimated amount to be received from the customer. Changes in the allowance for doubtful accounts between March 31, 2006 and December 31, 2005 reflect management's assessment of the factors noted above, including past due accounts, disputed balances with customers, and the financial condition of customers. The allowance for doubtful accounts is adjusted when uncollectible accounts receivable balances are actually written off.

Inventories

Inventories (mainly, petrochemical resin), net of an allowance for slow-moving inventory and obsolescence, are valued at the lower of cost or market, determined on a first-in, first-out basis ("FIFO").

Inventory obsolescence write-downs are recorded for damaged, obsolete, excess and slow-moving inventory. At the end of each quarter, management within each business segment, performs a detailed review of its inventory on an item by item basis and identifies which products are believed to be obsolete or slow-moving. Management assesses the need for, and the amount of, an obsolescence write-down based on customer demand of the item, the quantity of the item on hand and the length of time the item has been in inventory.

Vendor Rebates

Certain vendor rebates and incentives are earned by us only when a specified level of annual purchases are achieved. We account for vendor rebates in accordance with EITF 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. EITF 02-16 states that a rebate or refund of a specified amount of cash consideration that is payable pursuant to a binding arrangement (only if a customer completes a specified cumulative level of purchases), should be recognized as a reduction of the cost of sales based on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions that results in progress by the customer toward earning the rebate or refund, provided the amounts are probable and reasonably estimable. We record such incentives during interim periods based on actual results achieved on a year-to-date basis and our expectation that purchase levels will be obtained to earn the rebate. The amounts are recorded as a reduction to cost of sales based on the purchase volume and inventory turns during the interim period. If actual purchase volume differs from management estimates, gross margin could be affected.

Product Warranties

We provide a 15-year limited warranty on Comtec products and a 25-year limited warranty on AZEK products. The Comtec product warranty guarantees against breakage, corrosion and delamination. AZEK products are guaranteed against manufacturing defects that cause the products to rot, corrode, delaminate, or excessively swell from moisture. Warranty reserves require a high level of judgment as our AZEK products have only been on the market for 7 years, so we must estimate warranty costs over a considerable length of time without significant historical data on warranty costs for this product. Management assesses warranty reserves based on sales by product as well as historical warranty costs which have been immaterial thus far. Management believes that the warranty reserves at March 31, 2006 are adequate. However, the impact resulting from the aforementioned factors could cause actual results to vary.

Goodwill and Intangible Assets

We account for cost of acquired assets in excess of fair value ("Goodwill") in accordance with SFAS No. 142. In accordance with SFAS No. 142, management reviews Goodwill for impairment annually or when events or circumstances indicate that its value may have declined.

The Transaction was accounted for as a purchase business combination in accordance with SFAS No. 141, which required an allocation of the purchase price paid to the tangible and intangible net assets acquired based on their relative fair values as of the date of the Transaction. The total purchase price of approximately $385.0 million, which includes $25.0 million in transaction costs, was allocated to the acquired assets and liabilities based on their estimated fair values as of the date of the Transaction. In connection with this allocation of the purchase price, we completed our determination of our intangible assets, including the useful lives of those acquired in the Transaction. These new valuations are the basis for our future impairment evaluations under SFAS No. 142. Approximately $213.7 million was allocated to Goodwill, and approximately $88.1 million was allocated to intangible assets other than Goodwill. See Note 3, Acquisition of Predecessor Company, to our audited consolidated financial statements included elsewhere in this prospectus.

Results of Operations

Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005

The following table summarizes certain financial information relating to the Successor and Predecessor operating results that have been derived from their condensed consolidated financial statements.

		Successor			Predecessor
(Dollars in thousands)		Three Months Ended March 31, 2006			Three Months Ended March 31, 2005
Net sales		$	78,066		$	64,688
Cost of sales			(57,106	)		(45,779	)

Gross margin			20,960			18,909
	Selling, general and administrative		(8,770	)		(6,245	)

Operating income			12,190			12,664
	Interest expense, net		(6,210	)		(2,356	)
	Miscellaneous—net		(36	)		(320	)

Income before income taxes			5,944			9,988
	Income tax expense		(2,307	)		(3,000	)

Net income		$	3,637		$	6,988

The following table summarizes certain information relating to the Successor and Predecessor operating results as a percentage of net sales and has been derived from the financial information presented above. We believe this presentation is useful to investors in comparing historical results. Certain amounts in the table may not sum due to the rounding of individual components.

		Successor		Predecessor
		Three Months Ended March 31, 2006		Three Months Ended March 31, 2005
Net sales		100.0	%	100.0	%
Cost of sales		(73.2	)	(70.8	)

Gross margin		26.8		29.2
	Selling, general and administrative expenses	(11.2	)	(9.7	)

Operating income		15.6		19.6
	Interest expense, net	(8.0	)	(3.6	)
	Miscellaneous—net	—		(0.5	)

Income before income taxes		7.6		15.4
	Income tax expense	(3.0	)	(4.6	)

Net income		4.7	%	10.8	%

Net Sales. Net sales increased by $13.4 million, or 20.7%, from $64.7 million for the three months ended March 31, 2005, to $78.1 million for the three months ended March 31, 2006. We sold 57.9 million pounds of product during the three months ended March 31, 2006, which was a 3.4% increase over the 56.0 million pounds sold during the three months ended March 31, 2005. The increase in sales was attributable to a 20.7% increase in our Vycom segment, primarily through the growth of AZEK and Celtec products, as we continued to generate increased sales primarily from existing customers and markets, as well as secondarily from new dealers through the continued

build-out of our distribution network in the western U.S. and Canada. The remaining increase was attributable to an increase of 20.7% in our Scranton Products segment sales, primarily through the sales of our fabricated bathroom and locker products sold through Comtec. We have also seen increases in selling prices through price increases (implemented in the later half of 2005) in our branded AZEK, as well as increases for our Scranton Products and Comtec products, during the three months ended March 31, 2006 compared to the same period in 2005. These pricing actions included a 9% increase in AZEK pricing, a 24% increase in Comtec partition products prices and a 5% increase in Comtec locker products prices, as well as price increases in our sheet business. Average sales price also benefited from product mix improvements quarter over quarter as we focused on higher margin sales opportunities.

Cost of Sales. Cost of sales increased by $11.3 million, or 24.7%, from $45.8 million for the three months ended March 31, 2005 to $57.1 million for the same period in 2006. The increase was primarily attributable to the increase in average resin prices per pound of 21.4% in the three months ended March 31, 2006 compared to the same period in 2005, as well as our increased product sales volume. Despite the quarter over quarter increase in average resin prices, resin costs have steadily declined from their peak levels in the fall of 2005.

Gross Margin. Gross margin increased by $2.1 million, or 10.8%, from $18.9 million for the three months ended March 31, 2005 to $21.0 million for the same period of 2006. Gross margin as a percent of net sales decreased from 29.2% for the three months ended March 31, 2005 to 26.8% for the same period in 2006. This decrease was primarily attributable to the increase in average resin prices over the comparable period. Improved selling prices and volume growth allowed us to partially mitigate the impact of higher resin prices during the current period compared to 2005.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $2.5 million, or 40.4% from $6.2 million, or 9.7% of sales for the three months ended March 31, 2005 to $8.8 million, or 11.2% of net sales for the same period in 2006. The increase in selling, general and administrative expenses was primarily attributable to increased sales staff and marketing efforts for both our AZEK and Comtec product lines, approximately $0.6 million in amortization of intangible assets recorded in conjunction with the Transaction, as well as increases associated with CEO and other management transitions and top grading the organization to support our growth and to meet the requirements of a public registrant. In addition, we incurred approximately $0.3 million of increased professional fees such as accounting and legal costs, to support our preparation of a public infrastructure and the SEC registration process.

Interest Expense, net. Interest expense, net increased by $3.9 million, or 163.6%, from $2.4 million for the three months ended March 31, 2005 to $6.2 million for the same period in 2006. Interest expenses were higher due to the higher levels of debt carried by the Successor, bearing higher interest rates.

Net Income. Net income decreased by $3.4 million from $7.0 million for the three months ended March 31, 2005 to $3.6 million for the comparable period in 2006 as a result of reasons described above, particularly the significantly higher interest expense. Net income as a percent of net sales decreased from 10.8% for the three months ended March 31, 2005 to 4.7% for the comparable period in 2006, due to the increases in average resin prices, higher interest expense and transaction-related costs.

Year Ended December 31, 2005 Compared with Year Ended December 31, 2004

The following table summarizes certain information relating to the Predecessor and Successor operating results that have been derived from their financial statements. We believe the most useful

comparison for analytical purposes is "Combined Predecessor and Successor" year ended December 31, 2005 versus the Predecessor's year ended December 31, 2004.

		Combined Predecessor and Successor			Successor			Predecessor
(Dollars in thousands)		Year Ended December 31, 2005(a)			Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004
Net sales		$	222,603		$	140,672		$	81,931		$	171,060
Cost of sales			(171,930	)		(113,076	)		(58,854	)		(121,121	)

Gross margin			50,673			27,596			23,077			49,939
	Selling, general and administrative expenses		(40,775	)		(18,870	)		(21,905	)		(20,451	)

Operating income			9,898			8,726			1,172			29,488
	Interest expense, net		(23,035	)		(21,175	)		(1,860	)		(14,082	)
	Miscellaneous, net		(226	)		158			(384	)		(266	)

Income (loss) before income taxes			(13,363	)		(12,291	)		(1,072	)		15,140
	Income tax benefit (expense)		1,622			4,682			(3,060	)		(5,870	)

Net (loss) income		$	(11,741	)	$	(7,609	)	$	(4,132	)	$	9,270

(a): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expenses as a result of the Transaction.

The following table summarizes certain information relating to the Predecessor and Successor operating results as a percentage of net sales and has been derived from the financial information presented above. We believe this presentation is useful to investors in comparing historical results. Certain amounts in the table may not sum due to the rounding of individual components.

		Combined Predecessor and Successor		Successor		Predecessor
		Year Ended December 31, 2005(a)		Period May 11, 2005 to December 31, 2005		Period January 1, 2005 to May 10, 2005		Year Ended December 31, 2004
Net sales		100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales		(77.2	)	(80.4	)	(71.8	)	(70.8	)

Gross margin		22.8		19.6		28.2		29.2
Selling, general and administrative expenses		(18.3	)	(13.4	)	(26.7	)	(12.0	)

Operating income		4.4		6.2		1.4		17.2
	Interest expense, net	(10.3	)	(15.1	)	(2.3	)	(8.2	)
	Miscellaneous, net	(0.1	)	0.1		(0.5	)	(0.2	)

Income (loss) before income taxes		(6.0	)	(8.7	)	(1.3	)	8.9
	Income tax benefit (expense)	.7		3.3		(3.7	)	(3.4	)

Net (loss) income		(5.3	%)	(5.4	%)	(5.0	%)	5.4	%

(a): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, as well as the changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expenses as a result of the Transaction.

Net Sales. Net sales increased by $51.5 million or 30.1%, from $171.1 million for the year ended December 31, 2004, to $222.6 million for the year ended December 31, 2005. Overall, Vycom sales increased 45.2% from December 31, 2004 compared to December 31, 2005, and Scraton Products sales increased 7.3% from December 31, 2004 compared to December 31, 2005. The increase in total net sales was primarily attributable to increased sales of AZEK products, as we continued to generate increased sales growth primarily from existing customers and markets, and secondarily from new customers through the continued build-out of our distribution network and to a lesser extent, the price changes discussed below. We sold 180.3 million pounds of product during fiscal 2005, which was a 22.0% increase over the 147.8 million pounds sold during fiscal 2004. We have also seen and will continue to see an improvement in selling prices through price increases in our branded AZEK products, as well as our Vycom non-fabricated products. A surcharge of 9% was put in place for our AZEK products in October and a price increase of 5% was enacted in July 2005. We have also seen an improvement in selling prices through price increases in our branded Comtec products as well as Scraton Products and Vycom non-fabricated products.

Cost of Sales. Cost of sales increased by $50.8 million, or 41.9%, from $121.1 million for year ended December 31, 2004 to $171.9 million for the year ended December 31, 2005. The increase was

primarily attributable to our increased Vycom sales volume, as well as increases in our raw material costs. Our average resin costs per pound increased 30% from the year ended December 31, 2004 compared to the year ended December 31, 2005.

The Successor incurred a $5.2 million non-cash SFAS No. 141 fair value adjustment to increase inventory to its estimated selling price at May 11, 2005. This increase was then recognized through cost of sales during the period May 11, 2005 to December 31, 2005 as the related inventory was sold, which in turn increased our cost of sales.

Gross Margin. Gross margin increased by $0.8 million, or 1.5%, from $49.9 million for the year ended December 31, 2004 to $50.7 million for the year ended December 31, 2005. Gross margin as a percent of net sales declined from 29.2% for the year ended December 31, 2004 to 22.8% for the year ended December 31, 2005. This decrease was primarily attributable to the increase in resin prices during fiscal 2005. Improved selling prices and volume growth allowed us to mitigate the margin pressure from rising resin prices.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $20.3 million, or 99.4%, from $20.4 million, or 12.0% of sales for the year ended December 31, 2004 to $40.8 million, or 18.3% of net sales for the year ended December 31, 2005. The increase in selling, general and administrative expenses was primarily attributable to a one-time compensation charge of approximately $12.8 million relating to the vesting of certain restricted stock units upon the closing of the Transaction in 2005. The remaining increase was attributable to new executive management, increased sales staff for Vycom, and higher advertising and promotion expenses associated with the expansion of the AZEK brand, as well as increased amortization, which resulted from the amortization of additional intangibles associated with the Transaction.

The $12.8 million relating to the vesting of restricted stock units was recorded by the Predecessor in the period January 1, 2005 to May 10, 2005, and funded from the purchase price of the Transaction. As such, there was no cash impact on the financial statements of the Successor relating to this compensation charge.

Amortization of intangibles was approximately $1.5 million in the Successor period compared to approximately $15,000 in the Predecessor period January 1, 2005 to May 10, 2005. This increase was attributable to the additional $23.9 million of amortizable intangibles recorded by the Successor at May 11, 2005.

Interest Expenses, net. Interest expense, net increased by $8.9 million, or 63.6%, from $14.1 million for the year ended December 31, 2004 to $23.0 million for the same period in 2005. Interest expenses were higher due to the increase in total debt outstanding as a result of the Transaction and higher interest rates associated with the financing related thereto.

Interest expense was significantly higher for the Successor period May 11, 2005 to December 31, 2005 compared to the Predecessor in the period January 1, 2005 to May 10, 2005 due to the higher levels of debt carried by the Successor bearing higher interest rates. The Successor also wrote off, and classified as part of interest expense, approximately $5.3 million in deferred financing costs related to the new Successor debt structure, which priced on June 29, 2005.

Income Taxes. Income tax expense decreased by $7.5 million from an income tax expense of $5.9 million for the year ended December 31, 2004 to a benefit of $1.6 million for the year ended December 31, 2005. The fluctuation in income taxes primarily relates to the change in federal tax reporting between the Predecessor and Successor periods. The Predecessor filed separate federal returns for operating companies, Scranton Products Inc. and Vycom Corp., whereas the Successor will file its federal return on a consolidated basis. As a result of the Transaction, the Successor also recorded a significant deferred tax benefit of $4,867,000 for the period May 11, 2005 to December 31, 2005.

Net Income. Net income decreased by $21.0 million from $9.3 million for the year ended December 31, 2004 to a net loss of $11.7 million for the comparable period in 2005 largely as a result of the vesting of $12.8 million in restricted stock units as well as a higher debt level bearing higher interest rates in 2005. Higher resin costs accounted for the remainder of the decline. Net income as a percent of net sales decreased from 5.4% for the year ended December 31, 2004 to negative 5.3% for the comparable period in 2005.

Year Ended December 31, 2004 Compared with the Year Ended December 31, 2003

The following table summarizes certain financial information relating to our operating results that have been derived from our financial statements:

		Years Ended December 31,
		2004			2003
Net sales		$	171,060		$	136,284
Cost of sales			(121,121	)		(97,240	)

Gross margin			49,939			39,044
Selling, general and administrative expenses			(20,451	)		(17,111	)

Operating income			29,488			21,933
	Interest expense, net		(14,082	)		(10,119	)
	Miscellaneous, net		(266	)		(5	)

Income before income taxes			15,140			11,809
	Income tax expense		(5,870	)		(4,531	)

Net income		$	9,270		$	7,278

The following table outlines, for the periods indicated, selected operating results as a percentage of net sales.

		Years Ended December 31,
		2004		2003
Net sales		100.0	%	100.0	%
Cost of sales		(70.8	)	(71.4	)

Gross margin		29.2		28.6
Selling, general and administrative expenses		(12.0	)	(12.6	)

Operating income		17.2		16.0
	Interest expense, net	(8.2	)	(7.4	)
	Miscellaneous, net	(0.2	)	—

Income before income taxes		8.8		8.6
	Income tax expense	(3.4	)	(3.3	)

Net income		5.4	%	5.3	%

Net Sales. Net sales increased by $34.8 million, or 25.5%, from $136.3 million for the fiscal year ended December 31, 2003 to $171.1 million for the fiscal year ended December 31, 2004. The growth in net sales was primarily driven by increased sales of Vycom, including our AZEK products, as well as increased sales of our basic non-fabricated products. This was partially offset by a decline in sales of our Comtec fabricated products. We sold 147.8 million pounds of product during fiscal 2004, which was a 29.5% increase over the 114.3 million pounds sold during fiscal 2003. During fiscal 2004, we

implemented moderate price increases with respect to our AZEK products; however, our overall average selling price per pound decreased slightly due to the mix of products sold. Increased brand awareness and penetration of AZEK were the primary drivers of increased Vycom sales in fiscal 2004. This was the first year that sales of our Comtec products had declined over the previous year since the product was launched in 1990, largely the result of a significant reduction in state and local municipal funding for institutional construction projects. In late 2003, we refocused our marketing and selling efforts. This, together with a general economic recovery in the manufacturing sector, helped drive our above market growth in net sales during fiscal 2004.

Cost of Sales. Cost of sales increased by $23.9 million, or 24.6%, from $97.2 million for the fiscal year ended December 31, 2003 to $121.1 million for the fiscal year ended December 31, 2004. The increase in cost of sales was primarily attributable to our increased sales volume, as well as an increase in average resin prices per pound of approximately 15% over fiscal 2003. Cost of sales as a percent of net sales decreased from 71.4% for the fiscal year ended December 31, 2003 to 70.8% for the fiscal year ended December 31, 2004 as the growth in our sales outpaced the increase in our cost of sales for this year.

Gross Margin. Gross profit increased by $10.9 million, or 27.9%, from $39.0 million for the fiscal year ended December 31, 2003 to $49.9 million for the fiscal year ended December 31, 2004. Gross profit as a percent of net sales increased from 28.6% for the fiscal year ended December 31, 2003 to 29.2% for the fiscal year ending December 31, 2004. Despite increased resin prices during fiscal 2004, gross profit percentage increased as a result of a shift of our product mix to higher margin branded products, and continued realization of scale efficiencies and lower conversion costs stemming from new technologies, volume growth and our vertically integrated production processes which more than offset the resin price increase.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $3.3 million, or 19.5%, from $17.1 million for the fiscal year ended December 31, 2003 to $20.5 million for the fiscal year ended December 31, 2004. A majority of the increase in selling, general and administrative expenses was attributable to increased advertising and hiring of direct sales staff for our AZEK products.

Interest Expense, net. Interest expense, net increased by $4.0 million, or 39.2%, from $10.1 million for fiscal year ended December 31, 2003 to $14.1 million for the fiscal year ended December 31, 2004. The increase was largely attributable to higher interest expense of $4.0 million from the financing expenses associated with recapitalizing the company, as well as higher amortization expenses.

Net Income. Net Income increased by $2.0 million, or 27.4%, from $7.3 million for fiscal year ended December 31, 2003 to $9.3 million for the fiscal year ended December 31, 2004 as a result of the reasons described above. Net income as a percent of sales increased from 5.3% for the fiscal year ended December 31, 2003 to 5.4% for the fiscal year ended December 31, 2004.

Segment Results of Operations

The following discussion provides a review of results for our two business segments: Vycom, which includes products such as AZEK, as well as other branded highly engineered, metal and wood replacement products; and Scranton Products, which includes highly engineered fabricated products such as Comtec partitions. The components of each business unit are based on similarities in product line, production processes and methods of distribution and are considered reportable segments under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Corporate overhead costs, which include corporate payroll costs, as well as corporate related professional fees, are not allocated to segments, and as such are discussed separately.

Vycom—Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005

The following table summarizes certain financial information relating to the Vycom segment results that have been derived from its condensed consolidated financial statements.

			Successor			Predecessor
(Dollars in thousands)			Three Months Ended March 31, 2006			Three Months Ended March 31, 2005
Total net sales			$	59,450		$	49,261
		Cost of sales		(42,401	)		(34,320	)

	Gross margin			17,049			14,941
		Selling, general and administrative expenses		(5,093	)		(4,494	)

	Operating income			11,956			10,447
		Interest expense, net		(3,493	)		(1,391	)
		Miscellaneous, net		(32	)		(128	)

	Income before income taxes			8,431			8,928
		Income tax expense		(2,937	)		(3,000	)

	Net income		$	5,494		$	5,928

Net Sales. Net sales increased by $10.2 million, or 20.7%, from $49.3 million for the three months ended March 31, 2005 to $59.9 million for the same period in 2006. This increase was primarily attributable to the growth in sales of AZEK, as we continued to generate sales primarily from existing customers and markets, as well as from new customers through the continued build-out of our distribution network. We have also seen an improvement in selling prices through price increases during the later half of 2005 in our branded AZEK products, as well as Vycom sheet products, and from changes in product mix sold during the three months ended March 31, 2006 compared to the same period in 2005. These pricing actions included a 9% increase in AZEK pricing, as well as price increases in our sheet business. Overall, we sold 47.8 million pounds of product during the three months ended March 31, 2006, which was a 7.2% increase over the 44.6 million pounds sold during the comparable period in 2005, with growth in AZEK being offset by declines in our other Vycom product sales, as we focused on higher margin sales opportunities.

Cost of Sales. Cost of sales increased by $8.1 million, or 23.5%, from $34.3 million for the three months ended March 31, 2005 to $42.4 million for the same period of 2006. The increase was primarily attributable to increased PVC average resin prices per pound of 20.2% in the three months ended March 31, 2006 compared to the same period in 2005, as well as through increased sales volume.

Gross Margin. Gross margin increased by $2.1 million, or 14.1%, from $14.9 million for the three months ended March 31, 2005 to $17.0 million for the same period in 2006. Gross margin as a percent of net sales declined from 30.3% for the three months ended March 31, 2005 to 28.7% for the same period in 2006. This decrease was primarily attributable to the increase in resin prices over the comparable period. Improved selling prices and volume growth allowed us to partially mitigate the margin pressure from rising resin prices. Despite the quarter over quarter increase in average resin prices, resin costs have steadily declined from their peak levels in the fall of 2005.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $0.6 million, or 13.3%, from $4.5 million, or 9.1% of sales for the three months ended March 31, 2005 to $5.1 million, or 8.6% of net sales for the same period in 2006. The increase in selling, general and administrative expenses was primarily due to increased sales staff, and higher marketing, advertising and promotion expenses associated with the expansion of the AZEK brand, as well as approximately $0.3 million from the amortization of intangible assets recorded in conjunction

with the Transaction. These costs were partially offset by the elimination of a service charge in 2006, by Scranton Products to Vycom for administrative services performed for the benefit of Vycom for approximately $0.6 million for the three months ended March 31, 2005.

Interest Expense, net. Interest expense, net increased by $2.1 million, or 151.1%, from $1.4 million for the three months ended March 31, 2005 to $3.5 million for the same period in 2006. Interest expenses were higher due to the higher levels of debt carried by the Successor, bearing higher interest rates.

Net Income. Net income decreased by $0.4 million from $5.9 million for the three months ended March 31, 2005 to a net income of $5.5 million for the comparable period in 2006 as a result of the reasons described above, including strong growth that only partially mitigated the impact of higher interest expense. Net income as a percent of net sales decreased from 12.0% for the three months ended March 31, 2005 to 9.2% for the comparable period in 2006, due to the increases in average resin prices, higher interest expense and transaction-related costs.

Vycom—For the Year Ended March 31, 2005 Compared with the Year Ended December 31, 2004

The following table summarizes certain financial information relating to the Vycom segment results that have been derived from its financial statements. We believe the most useful comparison for analytical purposes is "Combined Predecessor and Successor" year ended December 31, 2005 versus the Predecessor's year ended December 31, 2004.

		Combined Predecessor and Successor			Successor			Predecessor
(Dollars in thousands)		Year Ended December 31, 2005(a)			Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004
Net sales		$	149,695		$	91,310		$	58,385		$	103,090
Cost of sales			(109,570	)		(68,429	)		(41,141	)		(68,567	)

Gross margin			40,125			22,881			17,244			34,523
Selling, general and administrative expenses			(18,109	)		(11,795	)		(6,314	)		(13,217	)

Operating income			22,016			11,086			10,930			21,306
	Interest expense, net		(11,013	)		(9,013	)		(2,000	)		(8,363	)
	Miscellaneous, net		(124	)		145			(269	)		(160	)

Income before income taxes			10,879			2,218			8,661			12,783
	Income tax expense		(3,809	)		(749	)		(3,060	)		(4,604	)

Net income		$	7,070		$	1,469		$	5,601		$	8,179

(a): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expense as a result of the Transaction.

Net Sales. Net sales increased by $46.6 million, or 45.2%, from $103.1 million for the year ended December 31, 2004, to $149.7 million for the year ended December 31, 2005, reflecting strong AZEK volume growth, as well as higher sales of Celtec products that are focused on industrial sectors. Overall, we sold 131.3 million pounds of product during fiscal 2005, which was a 33.6% increase over

the 98.3 million pounds sold during fiscal 2004. This increase was primarily attributable to an increase in sales of AZEK products, as we continued to generate increased sales primarily from existing customers and markets, and secondarily from new customers through the continued build-out of our distribution network. Other Vycom product sales in the first half of 2005 were slightly below the comparable period last year since we shifted the mix of our products towards AZEK to meet its rapid growth. The addition of new capacity in the third and fourth quarters of 2005 has allowed us to better serve industrial market demand at Vycom. We also saw an improvement in selling prices during the period through moderate price increases in our branded AZEK products and Vycom's industrial product offerings. A surcharge of 9% was put in place for our AZEK products in October and a price increase of 5% was enacted in July 2005.

Cost of Sales. Cost of sales increased by $41.0 million, or 59.8%, from $68.6 million for the year ended December 31, 2004 to $109.6 million for the year ended December 31, 2005. The increase was primarily attributable to our increased sales volume, as well as our company's 30.0% increase in average resin prices paid per pound during fiscal 2005.

Gross Margin. Gross margin increased by $5.6 million, or 16.2%, from $34.5 million for the year ended December 31, 2004 to $40.1 million for the year ended December 31, 2005, reflecting strong AZEK volume growth. Gross margin as a percent of net sales declined from 33.5% for the year ended December 31, 2004 to 26.8% for the year ended December 31, 2005. This decrease was primarily attributable to the increase in material prices during fiscal 2005. Improved selling prices and volume growth allowed us to partially mitigate the margin pressure from rising raw material prices.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $4.9 million, or 37.0%, from $13.2 million, or 12.8% of sales for the year ended December 31, 2004 to $18.1 million, or 12.1% of net sales for the same period in 2005. The increase in selling, general and administrative expenses was primarily attributable to increased sales staff for AZEK, and higher advertising and promotion expenses associated with the expansion of the AZEK brand.

The Successor period also includes increased depreciation and amortization costs related to the increased fixed asset values and higher intangible assets that we recorded in conjunction with the Transaction.

Interest Expense, net. Interest expense, net increased by $2.7 million, or 31.7%, from $8.4 million for the year ended December 31, 2004 to $11.0 million for the same period in 2005. Interest expenses were higher due to the increase in total debt outstanding as a result of the Transaction and higher interest rates associated with the financing related thereto.

Net Income. Net income decreased by $1.1 million from $8.2 million for the year ended December 31, 2004 to net income of $7.1 million for the year ended December 31, 2005, primarily as a result of the impact of increases in interest expense and higher resin costs that were partially offset by volume growth and selling price improvements. Net income as a percent of net sales decreased from 7.9% for the year ended December 31, 2004 to 4.7% for the year ended December 31, 2005.

Vycom—For the Year Ended December 31, 2004 Compared with the Year Ended December 31, 2003

The following table summarizes certain financial information relating to our Vycom segment operating results that have been derived from its financial statements:

(Dollars in thousands)			Year Ended December 31, 2004			Year Ended December 31, 2003
Total net sales			$	103,090		$	69,468
		Cost of sales		(68,567	)		(47,612	)

	Gross margin			34,523			21,856
		Selling, general and administrative expenses		(13,217	)		(8,755	)

	Operating income			21,306			13,101
		Interest expense, net		(8,363	)		(4,753	)
		Miscellaneous, net		(160	)		—

	Income before income taxes			12,783			8,348
		Income tax expense		(4,604	)		(3,030	)

	Net income		$	8,179		$	5,318

Net Sales. Net sales increased by $33.6 million, or 48.4%, from $69.5 million for the year ended December 31, 2003, to $103.1 million for the year ended December 31, 2004. The growth in net sales was driven by increased sales of AZEK products, as we continued to generate increased sales primarily from new customers through continued market penetration and continued growth in our Celtec industrial products. Overall, we sold 98.3 million pounds of product during fiscal 2004, which was a 40.4% increase over the 70.0 million pounds sold during fiscal 2003.

Cost of Sales. Cost of sales increased by $21.0 million, or 44.0%, from $47.6 million for the year ended December 31, 2003 to $68.6 million for the year ended December 31, 2004. The increase was primarily attributable to our increased sales volume, as well as our company's 15% increase in average resin prices paid per pound during fiscal 2004.

Gross Margin. Gross margin increased by $12.7 million, or 58.0%, from $21.9 million for the year ended December 31, 2003 to $34.5 million for the year ended December 31, 2004. Gross margin as a percent of net sales increased from 31.5% for the year ended December 31, 2003 to 33.5% for the year ended December 31, 2004. This increase was primarily attributable to increased sales volume of a more favorable product mix due to increased sales of higher margin branded products.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $4.5 million, or 51.0%, from $8.8 million, or 12.6% of sales for the year ended December 31, 2003 to $13.2 million, or 12.8% of net sales for the year ended December 31, 2004. The increase in selling, general and administrative expenses was primarily attributable to increases from higher advertising and promotion expenses associated with the expansion of the AZEK brand.

Interest Expense, net. Interest expense, net increased by $3.6 million, or 76.0%, from $4.8 million for the year ended December 31, 2003 to $8.4 million for the year ended December 31, 2004. Interest expenses were higher due to the increase in total debt outstanding and higher interest rates, as well as higher amortization of deferred financing costs in 2004.

Net Income. Net income increased by $2.9 million from $5.3 million for the year ended December 31, 2003 to net income of $8.2 million for the year ended December 31, 2004, as a result of reasons described above, including strong growth that was only partially offset by the impact of higher

interest expense. Net income as a percent of net sales increased from 7.7% for the year ended December 31, 2003 to 7.9% for the year ended December 31, 2004.

Scranton Products—Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005

The following table summarizes certain financial information relating to the Scranton Products segment results that have been derived from its condensed consolidated financial statements.

			Successor			Predecessor
(Dollars in thousands)			Three Months Ended March 31, 2006			Three Months Ended March 31, 2005
Total net sales			$	18,616		$	15,427
		Cost of sales		(14,705	)		(11,459	)

	Gross margin			3,911			3,968
		Selling, general and administrative expenses		(2,160	)		(1,016	)

	Operating income			1,751			2,952
		Interest expense, net		(2,717	)		(965	)
		Miscellaneous, net		(4	)		(192	)

	Income before income taxes			(970	)		1,795
		Income tax benefit		630			—

	Net (loss) income		$	(340	)	$	1,795

Net Sales. Net sales increased by $3.2 million, or 20.7%, from $15.4 million for the three months ended March 31, 2005, to $18.6 million for the same period of 2006. This increase was primarily attributable to an increase in sales of our Comtec products due to increases in state and local municipal funding for institutional construction projects. We have also seen an improvement in selling prices through moderate price increases in the Scranton Products and Comtec product lines during the later half of 2005, as well as from changes in product mix sold during the three months ended March 31, 2006 compared to the same period in 2005. These pricing actions included a 5% increase in Comtec locker products, as well as price increases in our sheet business. Overall, we sold 10.1 million pounds of product in the three months ended March 31, 2006, which was a decrease of 11.4% from the 11.4 million pounds sold during the comparable period in 2005 as growth in Comtec was offset by declines in our sheet product lines as we focused on higher margin sales opportunities.

Cost of Sales. Cost of sales increased by $3.2 million, or 28.3%, from $11.5 million for the three months ended March 31, 2005 to $14.7 million for the same period of 2006. The increase was primarily attributable to increased HDPE average resin prices per pound of 22.3% in the three months ended March 31, 2006 compared to the same period in 2005, as well as increased sales volume.

Gross Margin. Gross margin decreased by $0.1 million, or 1.4%, from $4.0 million for the three months ended March 30, 2005 to $3.9 million for the same period in 2006. Gross margin as a percent of net sales decreased from 25.7% for the three months ended March 31, 2005 to 21.0% for the same period in 2006. This decrease was primarily attributable to rising resin prices, which was mitigated by improved selling prices and production productivity. Because order backlogs are not repriced, it generally takes 270 days for price increases to be fully realized through average selling price. As a result, less than half of the orders shipped in the first quarter of 2006 included the full price increase implemented in late 2005. By September 2006, all orders should reflect the new pricing.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $1.1 million, or 112.6%, from $1.0 million, or 6.6% of sales for the three months ended

March 31, 2005 to $2.2 million, or 11.6% of net sales for the same period in 2006. The increase in selling, general and administrative expenses was primarily attributable to increases in selling, marketing and advertising costs through increased promotion of our Comtec product lines, as well as approximately $0.3 million from the amortization of intangible assets recorded in conjunction with the Transaction. In addition, sales commissions increased by approximately $0.2 million due to the increase in sales volumes. The remaining increase was attributable to the elimination of a service charge in 2006, by Scranton Products to Vycom for administrative services performed for the benefit of Vycom for approximately $0.6 million for the three months ended March 31, 2005.

Interest Expense, net. Interest expense, net increased by $1.8 million, or 181.6%, from $1.0 million for the three months ended March 31, 2005 to $2.7 million for the same period in 2006. Interest expenses were higher due to the higher levels of debt carried by the Successor, bearing higher interest rates.

Net Income. Net income decreased by $2.1 million from $1.8 million for the three months ended March 31, 2005 to a loss of $0.3 million for the comparable period in 2006 as a result of reasons described above, including the impact of significantly higher interest expense, as well as from the increase in resin costs. Net income as a percent of net sales decreased from 11.6% for the three months ended March 31, 2005 to a negative 1.8% for the comparable period in 2006, due to the increases in average resin prices, higher interest expense and transaction-related costs.

Scranton Products—Year Ended December 31, 2005 Compared with the Year Ended December 31, 2004

The following table summarizes certain information relating to the Scranton Products segment that has been derived from its financial statements. We believe the most useful comparison for analytical purposes is "Combined Predecessor and Successor" year ended December 31, 2005 versus for the Predecessor's year ended December 31, 2004.

		Combined Predecessor and Successor			Successor			Predecessor
(Dollars in thousands)		Year Ended December 31, 2005(a)			Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004
Net sales		$	72,908		$	49,362		$	23,546		$	67,970
Cost of sales			(62,360	)		(44,647	)		(17,713	)		(52,554	)

Gross margin			10,548			4,715			5,833			15,416
Selling, general and administrative expenses			(6,409	)		(4,654	)		(1,755	)		(4,878	)

Operating income			4,139			61			4,078			10,538
	Interest expense, net		(12,022	)		(12,162	)		140			(5,719	)
	Miscellaneous, net		(102	)		13			(115	)		(106	)

(Loss) income before income taxes			(7,985	)		(12,088	)		4,103			4,713
	Income tax benefit (expense)		5,431			5,431			—			(1,266	)

Net (loss) income		$	(2,554	)	$	(6,657	)	$	4,103		$	3,447

(a): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the

changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expenses as a result of the Transaction.

Net Sales. Net sales increased by $4.9 million, or 7.3%, from $68.0 million for the year ended December 31, 2004, to $72.9 million for the year ended December 31, 2005. This increase was primarily attributable to an increase in sales primarily from existing customers in our non-fabricated, industrial business as well as a slight increase in sales within Comtec, the fabrication component of our Scranton Products segment. We have also seen an improvement in selling prices through moderate price increases in Scranton Products products during the year ended December 31, 2005. From August through October, we increased the selling prices of fabricated products over 24.0% for partitions and 5.0% for locker sales. These pricing actions will be realized as the orders are released over a 180 day cycle. Overall, we sold 48.8 million pounds of product during fiscal 2005, which was a slight decrease of 1.2% from the 49.4 million pounds sold during fiscal 2004.

Cost of Sales. Cost of sales increased by $9.8 million, or 18.7%, from $52.6 million for the year ended December 31, 2004 to $62.4 million for the year ended December 31, 2005. This increase was primarily attributable to our company's 30% increase in average resin prices paid per pound during fiscal 2005. The increase was also attributable to increased hardware costs for partitions and lockers due to higher steel prices.

Gross Margin. Gross margin decreased by $4.9 million, or 31.6%, from $15.4 million for the year ended December 31, 2004 to $10.5 million for the year ended December 31, 2005. Gross margin as a percent of net sales decreased from 22.7% for the year ended December 31, 2004 to 14.5% for the year ended December 31, 2005. This decrease was primarily attributable to margin pressure from rising raw material prices, which was only partially offset by improved selling prices during the last six months of fiscal 2005.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $1.5 million, or 31.4%, from $4.9 million, or 7.2% of sales for the year ended December 31, 2004 to $6.4 million, or 8.8% of net sales for the year ended December 31, 2005. The increase in selling, general and administrative expenses was primarily attributable to increased depreciation and amortization, which resulted from the amortization of additional intangibles and increased depreciation from the new fixed asset values associated with the Transaction.

The Successor period includes increased depreciation and amortization costs related to the increased fixed asset values and higher intangibles assets that we recorded in conjunction with the Transaction.

Interest Expense, net. Interest expense, net increased by $6.3 million, or 110.2%, from $5.7 million for the year ended December 31, 2004 to $12.0 million for the year ended December 31, 2005. Interest expenses were higher due to the increase in total debt outstanding as a result of the Transaction and higher interest rates associated with the financing related thereto.

Interest expense was significantly higher from the Predecessor period January 1, 2005 to May 10, 2005 compared to the Successor period due to the higher levels of debt carried by the Successor bearing higher interest rates. The Successor also wrote off, and classified as part of interest expense, approximately $5.3 million in deferred financing costs related to the Successor debt refinancing which priced on June 29, 2005.

Net Income. Net income decreased by $6.0 million from net income of $3.4 million for the year ended December 31, 2004 to a net loss of $2.6 million for the year ended December 31, 2005, primarily as a result of the increase in interest expense, the impact of significantly higher raw material costs, as well as from the one-time compensation charge relating to the unfavorable impact from the vesting of

restricted stock units. Net income as a percent of net sales decreased from 5.1% for the year ended December 31, 2004 to a negative 3.5% for the year ended December 31, 2005.

Scranton Products—The Year Ended December 31, 2004 Compared with the Year Ended December 31, 2003

The following table summarizes certain financial information relating to the Scranton Products segment operating results that have been derived from its financial statements:

			Year Ended December 31, 2004			Year Ended December 31, 2003
			(Dollars in thousands)
Total net sales			$	67,970		$	66,816
	Cost of sales			(52,554	)		(49,628	)

	Gross margin			15,416			17,188
		Selling, general and administrative expenses		(4,878	)		(6,492	)

	Operating income			10,538			10,696
		Interest expense, net		(5,719	)		(5,366	)
		Miscellaneous, net		(106	)		(5	)

	Income before income taxes			4,713			5,325
		Income tax expense		(1,266	)		(1,501	)

	Net income		$	3,447		$	3,824

Net Sales. Net sales increased by $1.2 million, or 1.7%, from $66.8 million for the year ended December 31, 2003, to $68.0 million for the year ended December 31, 2004. This increase was primarily attributable to an increase in sales volume primarily from existing customers, as well as an increase in the selling price of non-fabricated products of 2.0% for the year ended December 31, 2004 compared to the year ended December 31, 2003. Overall, we sold 49.4 million pounds of product during fiscal 2004, which was a 2.1% increase over the 48.4 million pounds sold during fiscal 2003.

Cost of Sales. Cost of sales increased by $2.9 million, or 5.9%, from $49.6 million for the year ended December 31, 2003 to $52.6 million for the year ended December 31, 2004. The increase was primarily attributable to our company's 15% increase in average resin prices per pound during fiscal 2004, and slight increases in partition and locker hardware costs within the fabrication division during fiscal 2004 due to higher steel costs.

Gross Margin. Gross margin decreased by $1.8 million, or 10.3%, from $17.2 million for the year ended December 31, 2003 to $15.4 million for the year ended December 31, 2004. This decrease was primarily attributable to increased raw material costs and hardware costs as described above. Gross margin as a percent of net sales decreased from 25.7% for the year ended December 31, 2003 to 22.7% for the year ended December 31, 2004.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $1.6 million, or 24.9%, from $6.5 million, or 9.7% of sales for the year ended December 31, 2003 to $4.9 million, or 7.2% of net sales for the year ended December 31, 2004. The decrease in selling, general and administrative expenses was primarily attributable to decreases in marketing and advertising expenses due to our integrated selling and marketing efforts for non-fabricated products implemented in 2004.

Net Income. Net income decreased by $0.4 million from $3.8 million for the year ended December 31, 2003 to $3.4 million for the year ended December 31, 2004, as a result of reasons described above, including the impact of significantly higher raw material costs. Net income as a

percent of net sales decreased from 5.7% for the year ended December 31, 2003 to 5.1% for the year ended December 31, 2004.

Corporate Overhead Costs—The Three Months Ended March 31, 2006 compared to the Three Months Ended March 31, 2005.

The following table summarizes certain information relating to our corporate overhead costs, which include corporate payroll costs, as well as corporate related professional fees.

		Successor			Predecessor
(Dollars in thousands)		Three Months Ended March 31, 2006			Three Months Ended March 31, 2005
Net sales		$	—		$	—
Cost of sales			—			—

Gross margin			—			—
	Selling, general and administrative expenses		(1,517	)		(735	)

Operating loss			(1,517	)		(735	)
	Interest expense, net		—			—
	Miscellaneous, net		—			—

Loss before income taxes			(1,517	)		(735	)
	Income tax benefit (expense)		—			—

Net loss		$	(1,517	)	$	(735	)

Selling, General and Administrative expenses. Corporate selling, general and administrative expenses increased by $0.8 million, or 106.4%, from $0.7 million for the three months ended March 31, 2005 to $1.5 million for the three months ended March 31, 2006. The increase in selling, general and administrative expenses was primarily attributable to increases of approximately $0.3 million in professional fees such as accounting and legal costs, to support our preparation of a public infrastructure, as well as increases from talent additions made at corporate to support our growth and to meet the requirements of a public registrant.

Corporate Overhead Costs—The Year Ended December 31, 2005 compared to the Year Ended December 31, 2004.

The following table summarizes certain information relating to our corporate overhead costs, which include corporate payroll costs, as well as corporate related professional fees. We believe the most

useful comparison for analytical purposes is "Combined Predecessor and Successor" year ended December 31, 2005 versus for the Predecessor's year ended December 31, 2004.

		Combined Predecessor and Successor			Successor			Predecessor
(Dollars in thousands)		Year Ended December 31, 2005(a)			Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004
Net sales		$	—		$	—		$	—		$	—
Cost of sales			—			—			—			—

Gross margin			—			—			—			—
	Selling, general and administrative expenses		(16,257	)		(2,421	)		(13,836	)		(2,356	)

Operating loss			(16,257	)		(2,421	)		(13,836	)		(2,356	)
	Interest expense, net		—			—			—			—
	Miscellaneous, net		—			—			—			—

Loss before income taxes			(16,257	)		(2,421	)		(13,836	)		(2,356	)
	Income tax benefit (expense)		—			—			—			—

Net loss		$	(16,257	)	$	(2,421	)	$	(13,836	)	$	(2,356	)

(a): Represents the mathematical addition of the Predecessor period January 1, 2005 to May 10, 2005 and the Successor period May 11, 2005 to December 31, 2005. The Combined Predecessor and Successor results of operations are not indicative of our future results of operations or results of operations that would have actually occurred had the Transaction of the Predecessor been consummated as of January 1, 2005, due to the fair values assigned to our assets and liabilities, the changes made in the related estimated useful lives of the assets at May 11, 2005, as well as changes in interest and income tax expense as a result of the Transaction.

Selling, General and Administrative expenses. Corporate selling, general and administrative expenses increased by $13.9 million, or 590.0%, from $2.4 million for the year ended December 31, 2004 to $16.3 million for the year ended December 31, 2005. The increase in selling, general and administrative expenses was primarily attributable to a one-time compensation charge in the Predecessor period of approximately $12.8 million relating to the vesting of certain restricted stock units upon the closing of the Transaction in 2005. This amount was funded by the Predecessor from the purchase price of the Transaction. As such, there was no cash impact on the financial statements of the Successor related to this compensation charge.

Corporate Overhead Costs—The Year Ended December 31, 2004 compared to the Year Ended December 31, 2003.

The following table summarizes certain information relating to our corporate overhead costs, which include corporate payroll costs, as well as corporate related professional fees:

			Year Ended December 31, 2004			Year Ended December 31, 2003
			(Dollars in thousands)
Total net sales			$	—		$	—
	Cost of sales			—			—

	Gross margin			—			—
		Selling, general and administrative expenses		(2,356	)		(1,864	)

	Operating loss			(2,356	)		(1,864	)
		Interest expense, net		—			—
		Miscellaneous, net		—			—

	Loss before income taxes			(2,356	)		(1,864	)
		Income tax benefit (expense)		—			—

	Net loss		$	(2,356	)	$	(1,864	)

Selling, General and Administrative expenses. Corporate overhead costs increased by $0.5 million, or 26.4%, from 1.9 million, for the year ended December 31, 2003 to $2.4 million, for the year ended December 31, 2004. The increase in corporate overhead costs was primarily attributable to increases in professional service fees from 2003 compared to December 31, 2004.

Liquidity and Capital Resources

Our primary cash needs are working capital (largely inventory to support growing sales), capital expenditures and debt service. We have historically financed these cash requirements through internally generated cash flow and debt financings. In connection with the Transaction, we entered into a senior secured revolving credit facility as described below. These facilities will provide additional liquidity to support growth.

Cash used in operating activities was $3.8 million for the three months ended March 31, 2006, compared with $10.5 million provided by operating activities in the comparable period for 2005. The increase in cash used for operating activities in the first three months of 2006 was primarily due to the payment of $11.1 million in interest on our long-term debt on January 2, 2006, and higher accounts receivable levels due to significant sales growth. These factors were only partially offset by improved inventory management and higher accrued expenses.

Cash provided by operating activities was $35.1 million for the fiscal year ended December 31, 2005, compared with $10.5 million and $20.3 million in the fiscal years ended December 31, 2004 and 2003, respectively. The increase in cash provided by operating activities reflects higher earnings before non-cash expenses (depreciation and the write-off of deferred financing costs); stronger business performance; improved accounts receivable collections; and higher accounts payable levels caused by the increase in raw material purchases due to the advanced orders for the annual "early buy" program associated with Vycom's AZEK product line, at year end 2005. We benefit from quick collection cycles for our AZEK products, our largest and fastest growing product line. This benefit is supplemented by extended payment terms for raw material purchases.

Cash used in investing activities was $5.5 million for the three months ended March 31, 2006, compared to $3.9 million for the comparable period in 2005. The increase in cash used in investing activities in 2006 relates to capital expenditures for the development of our approximately 308,000

square foot facility for Vycom extrusion and fabrication capacity to support the growth of our AZEK product line. Once completed, the facility will provide an approximate 50% increase in our AZEK manufacturing capacity. We estimate that total capital expenditures for full fiscal 2006 will be approximately $20.0 to $25.0 million.

Cash used in investing activities was $234.5 million for the fiscal year ended December 31, 2005, compared to $7.3 million and $5.9 million for the fiscal years ended December 31, 2004 and 2003, respectively. The increase in cash used in investing activities in 2005 primarily related to $212.8 million from the acquisition of equity interests in the Predecessor in connection with the Transaction, as well as $21.8 million in capital expenditures primarily for the development of a new facility for Vycom to support the growth of our AZEK product line. The increase in cash used in investing activities in 2004 was primarily the result of a 2003 adjustment made to the final purchase price of Capitol Partitions, an acquisition the Predecessor made in 2002. We estimate that capital expenditures for fiscal 2006 will be $20 million to $25 million.

Cash used in financing activities for the three months ended March 31, 2006 was $0.2 million compared to $3.8 million for the comparable period in 2005. Cash used in financing activities represented the payment of notes payable as well as the payment of additional financing costs related to the Transaction for the three months ended March 31, 2006. Cash used in financing activities for the three months ended March 31, 2005 represented payments on the Predecessor's long-term debt obligations.

Cash provided from financing activities was $211.5 million for the year ended December 31, 2005, compared with cash used of $5.0 million and cash used of $11.8 million in the fiscal years ended December 31, 2004 and 2003, respectively. Cash provided by financing activities in 2005 primarily represented the impact of the Transaction and financing of the company on May 10, 2005, which included $165.1 million from the issuance of equity, as well as $220.0 million from the proceeds of long-term debt and the revolving credit facility, offset by the payment of $140.2 million of Predecessor long-term debt and approximately $25.0 million in debt issuance costs related to the Transaction. Cash flows from financing activities in 2005 also includes the payment of $220.0 million related to the May 10, 2005 financing and proceeds of $220.0 related to the refinancing and issuance of $65.0 million of senior floating rate notes, $150.0 million in senior fixed rate notes and $5.0 million in borrowings from our revolving credit facility. Net cash provided from financing activities in 2005 also reflects a $5.0 million pay down on the outstanding loans under our revolving credit facility. Cash used in financing activities in 2004 was primarily associated with the refinancing of the Predecessor in March 2004 as well as $53.0 million partner distribution. In fiscal year ended December 31, 2004, we paid down $3.0 million of debt above and beyond scheduled amortization.

Floating Rate Notes and Fixed Rate Notes. In connection with the Transaction, we issued $215.0 million of indebtedness on May 10, 2005. On June 29, 2005, we priced a refinancing of the Transaction debt with the issuance of $65.0 million of Senior Floating Rate Notes due 2012 and $150.0 million of 10¹/2% Senior Notes due 2013 (collectively, the "Outstanding Notes"). In connection with the Santana Acquisition, we issued an additional $30.0 million of Senior Floating Rate Notes due 2012 (together with the Outstanding Notes, the "Notes") under the same indenture, dated as of July 5, 2005, pursuant to which we previously issued the Outstanding Notes. The indenture governing the Notes, which is material to our company, contains a number of covenants that, among other things, restrict our ability, and the ability of any subsidiary guarantors, subject to certain exceptions, to sell assets, incur additional debt, repay other debt, pay dividends and distributions on our capital stock or repurchase our capital stock, create liens on assets, make investments, loans or advances, make certain acquisitions, engage in mergers or consolidations and engage in certain transactions with affiliates. For more information concerning these covenants, including with respect to our ability to incur additional debt, see "—Covenant Ratios in Indenture and Senior Secured Credit Facility" below, as well as

"Description of Notes." As of December 31, 2005, we were in compliance with all covenants contained in the indenture governing the Notes.

Senior Secured Credit Facility. Concurrently with the closing of the Transaction, we entered into a senior secured revolving credit facility that provides availability of up to $40.0 million. However, the amount of borrowing capacity available is limited to an amount equal to the sum of (a) 85% of our accounts receivable and (b) 60% of our inventory. The borrowings under the senior secured revolving credit facility are available until its maturity in 2011 to fund our ongoing working capital requirements, capital expenditures and other general corporate needs. Indebtedness under the senior secured revolving credit facility is secured by substantially all of our present and future assets. In addition, the senior secured credit facility is guaranteed by CPG International and all of our domestic subsidiaries, including Scranton Products Inc. and Vycom Corp.

The senior secured revolving credit facility, which is material to our company, imposes certain restrictions on us, including restrictions on our ability to incur additional indebtedness or issue guarantees, grant liens, make fundamental changes in our business, corporate structure or capital structure, including, among other things, entering into mergers, acquisitions and other business combinations, make loans and investments, enter into transactions with affiliates, modify or waive material agreements in a manner that is adverse in any material respect to the lenders, or prepay or repurchase subordinated indebtedness. In addition, the senior secured revolving credit facility includes a material financial covenant that requires us to maintain at all times a maximum total senior secured leverage ratio less than or equal to 1.5 to 1.0. For more details of the terms of the senior secured credit facility, see "—Covenant Ratios in Indenture and Senior Secured Credit Facility" below, as well as "Description of Certain Indebtedness." As of March 31, 2006, we were in compliance with all covenants contained in our senior secured credit facility.

On March 12, 2004, the Predecessor refinanced its then outstanding term loans by establishing a First and Second Lien term loan. All then existing bank debt was repaid in connection with the Transaction.

On April 28, 2006, in connection with the Santana Acquisition, we borrowed an additional $5.3 million under our revolving credit facility. These proceeds were used as a source of funds towards the purchase price as well as for payment of approximately $1.4 million of fees and expenses related to the Santana Acquisition, including financing fees, advisory fees and other transaction costs.

Change in Control Provisions in Indebtedness. The occurrence of certain kinds of change of control events would constitute an event of default under the agreement governing our senior secured revolving credit facility, and would also trigger a requirement under the indenture governing the Notes to offer to repurchase all then outstanding Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, unless all Notes have been previously called for redemption. A default under our senior secured revolving credit facility would result in a default under the indenture governing the Notes if the lenders accelerate the debt under our senior secured revolving credit facility. In addition, our failure to purchase tendered Notes would constitute an event of default under the indenture governing the notes, which in turn, would constitute a default under our senior secured revolving credit facility. Moreover, our senior secured revolving credit facility restricts our ability to repurchase the Notes, including following a change of control event. As a result, following a change of control event, we would not be able to repurchase Notes unless we first repay all indebtedness outstanding under our senior secured revolving credit facility and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the Notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase outstanding Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all.

Covenant Ratios in Indenture and Senior Secured Credit Facility. As discussed above under "—Senior Secured Credit Facility," the credit agreement governing our senior secured credit facility includes a material financial covenant that requires us to maintain at all times a maximum total senior secured leverage ratio less than or equal to 1.5 to 1.0 (referred to in the credit agreement as the "Senior Secured Leverage Ratio"). The Senior Secured Leverage Ratio, for the twelve-month period ending on the last day of any fiscal quarter, is defined in the credit agreement as the ratio of (a) senior secured indebtedness on the last day of such period to (b) "Consolidated EBITDA," or earnings before interest, taxes, depreciation and amortization for the such twelve-month period, which we refer to herein as "Adjusted EBITDA," in each case calculated on a pro forma basis as provided below. Non-compliance with this financial covenant could result in an event of default under our credit agreement and, under certain circumstances, a requirement to immediately repay all amounts outstanding under the credit agreement and could trigger a cross-default under our indenture governing the Notes or other indebtedness we may incur in the future.

In addition, the indenture governing the Notes includes a material covenant limiting the amount of indebtedness that we and our subsidiaries may incur. Under the indenture, we and the subsidiary guarantors are permitted to incur indebtedness only if the ratio of Adjusted EBITDA (referred to in the indenture as "Consolidated EBITDA") for the four most recent full fiscal quarters to certain fixed charges for such period, calculated on a pro forma basis is greater than 2.0 to 1.0 (referred to in the indenture as the "Consolidated Fixed Charge Coverage Ratio") or, if the ratio is less, only if the indebtedness falls into specified debt baskets, including, for example, a credit agreement debt basket, an existing debt basket, a capital lease and purchase money debt basket, an intercompany debt basket, a permitted guarantee debt basket, a hedging debt basket, a letter of credit basket, an acquired debt basket and a general debt basket. Non-compliance with this covenant could result in an event of default under the indenture and, under certain circumstances, a requirement to immediately repay all amounts outstanding under the Notes and could trigger a cross-default under our credit agreement or other indebtedness we may incur in the future.

Adjusted EBITDA is calculated similarly under both the credit agreement and the indenture governing the Notes by adding consolidated net income, income taxes, interest expense, depreciation and amortization and other non-cash expenses, income or loss attributable to discontinued operations and amounts payable pursuant to the management agreement with AEA Investors. In addition, consolidated net income is adjusted to exclude, among other items: after-tax gains or losses from asset sales; unrealized gains or losses arising from hedging agreements or derivative instruments; any after-tax extraordinary or nonrecurring gains or losses and any unusual or nonrecurring charges (including severance, relocation costs and one-time compensation charges or restructuring charges or reserves related to the closure of facilities), including any expenses, gains or losses incurred in connection with any issuance of debt or equity; any non-cash compensation charges arising from the grant or issuance of equity instruments; fees, costs and expenses in connection with any acquisition (including the Transaction), including, without limitation, amortization of debt issuance costs, debt discount or premium and other financing fees and expenses directly relating thereto and write-offs of any debt issuance costs relating to Indebtedness being retired or repaid in connection with such acquisition, as well as bonus payments paid to employees in connection with such acquisition; any amortization of premiums, fees, or expenses incurred in connection with the Transaction or any other acquisition, or any non-cash write-ups and non-cash charges relating to inventory, fixed assets, intangibles or goodwill, as permitted by Accounting Principles Board Opinions Nos. 16 and 17, respectively; any non-cash impact attributable to the application of purchase method of accounting in accordance with GAAP; the cumulative effect of a change in accounting principles; and any impairment charge or asset write-off pursuant to SFAS No. 142 and No. 144 and the amortization of intangibles arising pursuant to SFAS No. 141.

In calculating the ratios, our Adjusted EBITDA, senior secured indebtedness and fixed charges, as the case may be, are each adjusted by giving pro forma effect to acquisitions and dispositions that occurred in the prior four quarters, including certain cost savings and synergies, if any, expected to be obtained in the succeeding six months. Accordingly, the ratios presented below give pro forma effect to the Transaction, which closed on May 10, 2005.

The following table sets forth the Senior Secured Leverage Ratio pursuant to our credit agreement, as well as the amount of senior secured indebtedness and Adjusted EBITDA, on a pro forma basis as defined in our credit agreement.

(Dollars in thousands)		Covenant Amount	Combined Predecessor and Successor Twelve Months Ended March 31, 2006
Senior Secured Leverage Ratio		Maximum of 1.5x		0.03	x
	Senior secured indebtedness		$	1,055

	Adjusted EBITDA		$	39,372

The following table sets forth the Consolidated Fixed Charge Coverage Ratio, as well as the amount of fixed charges and Adjusted EBITDA, on a pro forma basis as defined in the indenture.

(Dollars in thousands)	Combined Predecessor and Successor Twelve Months Ended March 31, 2006
Consolidated Fixed Charge Coverage Ratio		1.71	x
Adjusted EBITDA(1)	$	39,372

Fixed charges(1)	$	23,016

(1): The Consolidated Fixed Charge Coverage Ratio is calculated under the indenture by dividing Adjusted EBITDA (which includes fixed charges) by fixed charges. In accordance with the indenture, fixed charges, calculated on a pro forma basis after giving effect to the Transaction, include consolidated interest expense, net, of $24.4 million and exclude the amortization of $1.4 million of deferred financing costs. The variable portion of interest expense was calculated using a LIBOR rate of 3.73%.

The following table provides the calculation of Adjusted EBITDA, pursuant to the covenants described above in our credit agreement and indenture, for the twelve months ended March 31, 2006.

(in thousands)		Combined Predecessor and Successor Twelve Months Ended March 31, 2006
Net loss(a)		$	(15,092	)
	Interest expense, net(a)		26,889
	Income tax (benefit) expense		(2,315	)
	Depreciation and amortization		11,142
	SFAS 141 inventory adjustment(b)		5,185
	Relocation and hiring costs(c)		496
	Retiring executive costs(d)		186
	Management fee(e)		67
	Non-cash restricted stock unit charge(f)		12,814

Adjusted EBITDA		$	39,372

(a): Net loss and interest expense each includes the amortization of approximately $1.0 million of deferred financing costs as well as a write off of $5.3 million in deferred financing costs classified as interest expense.
(b): We incurred a non-cash SFAS No. 141 fair value adjustment to increase inventory to its estimated selling price at May 11, 2005. This increase was then recognized as an increase to cost of sales during the period May 11, 2005 to December 31, 2005 as the related inventory was sold.
(c): Represents a charge related to the relocation and hiring costs incurred upon the replacement and expansion of our executive management team in fiscal 2005.
(d): A sales executive and co-founder of the business has retired and his position has not been and will not be replaced. Therefore, this adjustment reflects the elimination of his salary and benefits as if he had been retired during the periods presented.
(e): Represents the elimination of the J.H. Whitney & Co., LLC and Clearview Capital, LLC management fee that has historically been charged during the periods presented. AEA Investors has agreed not to charge a management fee for the first year following the Transaction, but thereafter will receive a $1.5 million annual fee commencing as of May 1, 2006, subject to the limitations under "Description of Notes—Certain Covenants—Limitation on Transactions with Affiliates."
(f): We incurred a one-time compensation charge of approximately $12.8 million relating to the vesting of certain restricted units upon closing of the Transaction. This amount was funded by the seller, Compression Polymers Holding LLC, our Predecessor, from the purchase price of the Transaction. As such, there was no cash impact on the financial statements of the Successor related to this compensation charge. The remaining $51,000 represents non-cash charges associated with the vesting of certain restricted common units previously awarded to management.

While the determination of appropriate adjustments in the calculation of Adjusted EBITDA is subject to interpretation under our debt agreements, management believes the adjustments described above are in accordance with the covenants in our credit agreement and indenture, as discussed above. Adjusted EBITDA should not be considered in isolation or construed as an alternative to our net income or other measures as determined in accordance with GAAP. In addition, other companies in our industry or across different industries may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Related Party Transactions. On December 27, 2004, certain of the Predecessor's stockholders created a related party entity and purchased land, building and other personal property for a total of $1,500,000. The Predecessor then entered into a 20-year lease with the related entity in order to replicate certain of its manufacturing operations in the new facility in 2005. Pursuant to a condition to the consummation of the transactions contemplated in the Transaction between the Predecessor and the Successor, this lease was amended and restated on May 10, 2005. The initial term of the amended lease commenced on May 10, 2005 and will continue until May 10, 2009. Upon the expiration of the initial term, the lessee may extend the term for five additional four-year terms. An annual rent of $492,800 for the first lease year is payable in monthly installments of $41,067. The rent increases by 1% annually per year through the term of the lease. As a further condition to the consummation of the transactions, the Successor purchased from the Lessor an option, beginning January 1, 2006 and expiring January 1, 2009, to purchase the land, building and fixtures for $4,000,000. For additional information regarding our related party transactions, see "Certain Relationships and Related Party Transactions."

Long-term Liquidity. At March 31, 2006, we had $38,945,000 available under our revolving credit facility. The adoption of SFAS No. 123R did not have a material impact on our consolidated results of operations, cash flows or financial position, since the Successor has no stock based compensation plans in existence at this time. We anticipate that the funds generated by our operations, as well as funds available under our senior secured revolving facility, will be sufficient to meet working capital requirements and to finance capital expenditures over the next several years. There can be no assurance, however, that our business will generate sufficient cash flow from operations, that anticipated net sales growth and operating improvements will be realized or that future borrowings will be available under our senior secured revolving credit facility in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, will depend upon our future performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. Some other risks that could materially adversely affect our ability to meet our debt service obligations include, but are not limited to, risks related to increases in the cost and lack of availability of resin and our ability to pass through costs or price increases to cover such costs, our ability to protect our intellectual property, rising interest rates, a decline in gross domestic product levels, weakening of the residential, commercial and institutional construction markets, the loss of key personnel, our ability to continue to invest in equipment, and a decline in relations with our key distributors and dealers.

Impact of the Transaction and the Santana Acquisition

In connection with the Transaction, we repaid approximately $138.5 million of our existing indebtedness; however, we assumed a $1.5 million capital lease obligation and a $168,000 note payable. In addition, we incurred significant additional indebtedness ($215.0 million) that we refinanced with the issuance of the Notes described above. We also entered into a senior secured revolving credit facility, which provides for borrowings of up to $40.0 million. In connection with the Santana Acquisition, we borrowed approximately $5.3 million under our senior secured revolving credit facility, and incurred $30.0 million of indebtedness from the issuance of additional senior floating rate notes, which amounts were used to fund the purchase price of the Santana Acquisition. As a result of this indebtedness, our interest expense has been, and will continue to be, significantly higher than in periods prior to the Transaction and the Santana Acquisition. AEA Investors has agreed not to charge a management fee for the first year following the Transaction, but thereafter will receive a $1.5 million annual fee commencing as of May 1, 2006, subject to the limitations in the indenture governing the Notes.

The Transaction was accounted for as a purchase business combination in accordance with SFAS No. 141, which required an allocation of the purchase price paid to the tangible and intangible net

assets acquired based on their relative fair values as of the date of the Transaction. The total purchase price of approximately $385.0 million, which includes $25.0 million in transaction costs, was allocated to the acquired assets and liabilities based on their estimated fair values as of the date of the Transaction. In connection with this allocation of the purchase price, we completed our determination of our intangible assets, including the useful lives of those acquired in the Transaction. These new valuations are the basis for our future impairment evaluations under SFAS No. 142. These new valuations have resulted in increased depreciation and amortization expenses with respect to our assets. See Note 3, Acquisition of Predecessor Company, to our audited consolidated financial statements included elsewhere in this prospectus.

In addition, the Santana Acquisition will be accounted for as a purchase business combination in conformity with SFAS No. 141, with intangible assets recorded in conformity with SFAS No. 142, requiring an allocation of the purchase price to the tangible and intangible net assets acquired based on their relative fair values as of the date of the Santana Acquisition. This allocation of the estimated purchase consideration to assets and liabilities is in the preliminary stages and we have not yet begun the detailed review process to determine the amount of any write-up or write-down to fair value of our net assets in connection with the Santana Acquisition. A valuation study performed by an independent third party will be completed following the closing of the Santana Acquisition, which will change the purchase price allocation and may result in additional depreciation of property and equipment and amortization of identifiable intangible assets over their estimated useful lives. See Note 1, to our unaudited pro forma condensed combined balance sheet included elsewhere in this prospectus.

Contractual Obligations

The following table summarizes our contractual cash obligations as of December 31, 2005, on a pro forma basis after giving effect to the Santana Acquisition. This table does not include information on our recurring puchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. This table also excludes payments relating to income tax due to the fact that, at this time, we cannot determine either the timing or the amounts of payments for all periods beyond 2005 for certain of these liabilities.

(Dollars in thousands)	Total		Due in Less than 1 year		Due in 1-3 years		Due in 3-5 years		Due after 5 years
Notes	$	215,000	$	—	$	—	$	—	$	215,000
Interest on Notes		177,696		22,752		46,398		46,398		62,148
Note payable		85		71		14		—		—
Capital lease obligations		10,358		498		1,010		1,031		7,819
Operating leases		901		355		477		69		—

Total(a)	$	404,040	$	23,676	$	47,899	$	47,498	$	284,967

(a): As of December 31, 2005, there was a letter of credit of $1.1 million held against our senior secured revolving credit facility, which provides for borrowings of up to $40.0 million. In April 2006, we borrowed approximately $5.3 million under our senior secured revolving credit facility in connection with the Santana Acquisition. This table does not reflect the Santana Acquistion.

The following table summarizes our contractual cash obligations as of March 31, 2006, on a pro forma basis after giving effect to the Santana Acquisition. This table does not include information on our recurring purchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. This table also excludes payments relating to income tax due

to the fact that, at this time, we cannot determine either the timing or the amounts of payments for all periods beyond March 31, 2006 for certain of these liabilities.

(Dollars in thousands)	Total		Due in Less than 1 year		Due in 1-3 years		Due in 3-5 years		Due after 5 years
Notes	$	245,000	$	—	$	—	$	—	$	245,000
Interest on Notes		182,088		13,392		51,555		49,836		67,305
Revolving credit facility(a)		5,250		5,250		—		—		—
Interest on revolving credit facility		379		379		—		—		—
Note payable		85		71		14		—		—
Capital lease obligations		10,440		533		1,057		1,031		7,819
Operating leases(b)		901		355		477		69		—

Total	$	444,143	$	19,980	$	53,103	$	50,936	$	320,124

(a): As of March 31, 2006, there was a letter of credit of $1.1 million held against our senior secured revolving credit facility, which provides for borrowings of up to $40.0 million. In April 2006, we borrowed approximately $5.3 million under our senior secured revolving credit facility in connection with the Santana Acquisition.
(b): This table does not reflect any operating leases of Santana that were assumed by us in connection with the Santana Acquisition. See Note E, Commitments—Operating Leases, to Santana's audited consolidated financial statements included elsewhere in this prospectus.

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities—an interpretation of Accounting Research Bulletin ("ARB") No. 51. FIN 46 is intended to clarify the application of the majority voting interest requirement of ARB No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The controlling financial interest may be achieved through arrangements that do not involve voting interests.

Subsequent to issuing FIN 46, the FASB issued FIN 46 (revised) ("FIN 46R"), which replaces FIN 46. Among other things, FIN 46R clarified and changed the definition and application of a number of provisions of FIN 46 including de facto agents, variable interests and variable interest entity. FIN 46R also expanded instances when FIN 46 should not be applied. FIN 46R was issued on December 22, 2003 and, for us, was effective as of January 1, 2005. FIN 46R may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The adoption of FIN 46R did not have a material effect on our financial statements.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs. SFAS No. 151 amends the guidance in Accounting Research Bulletin ("ARB") No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling cost, and wasted material (spoilage). In addition, SFAS No. 151 requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. SFAS No. 151 will be effective for us as of January 1, 2006. We do not expect the adoption of SFAS No. 151 to have a material impact on our financial statements.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. Accounting Principals Board ("APB") Opinion No. 29 is based on the principle that exchanges of nonmonetary assets should be measured on the fair value of the assets exchanged. The guidance in APB Opinion No. 29, however, included certain exceptions to that principle. SFAS No. 153 amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS No. 153 does not apply to transfers of nonmonetary assets between entities under common control. The impact of the adoption of SFAS No. 153 is not expected to have a material impact on our consolidated results of operations, cash flows or financial position.

In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), and SFAS No. 123, Accounting for Stock-Based Compensation. This pronouncement eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25 and requires share-based compensation to employees, including employee stock options and similar awards, to be measured at their fair value on the awards' grant date using either the Black-Scholes or a binomial option-pricing model. The value of the awards is recognized as compensation expense in the statement of operations over the vesting period of the awards. SFAS No. 123R is effective for non-public companies as of the beginning of the first annual reporting period that begins after December 15, 2005. The adoption of SFAS No. 123R did not have a material impact on our consolidated results of operations, cash flows or financial position, since the Successor has no stock based compensation plans in existence at this time.

In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections—a replacement of APB No.20 and SFAS No.3 ("FAS 154"). FAS 154 replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. FAS 154 applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement when the pronouncement does not include specific transition provisions. APB Opinion 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. FAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle. FAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The impact of applying FAS 154 will depend on changes, if any, that we may record in future periods.

In March 2005, the FASB issued FASB Interpretation No. 47 (FIN 47) "Accounting for Conditional Asset Retirement Obligations, an Interpretation of FASB Statement No. 143." This Interpretation clarifies that a conditional retirement obligation refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The liability should be recognized when incurred, generally upon acquisition, construction or development of the asset. FIN 47 is effective no later than the end of the fiscal years ending after December 15, 2005. The adoption of FIN 47 did not have a material impact on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are subject to interest rate market risk in connection with our long-term debt. Our principal interest rate exposure relates to the outstanding floating rate notes and any outstanding amounts under our senior secured revolving credit facility. In addition, the market value of our outstanding fixed rate notes will fluctuate with interest rates.

Our outstanding floating rate notes bear interest at variable rates based on LIBOR. Each quarter point increase or decrease in the interest rate would change our interest expense by approximately $0.2 million per year. Our senior secured revolving credit facility provides for borrowings of up to $40.0 million, which also bear interest at variable rates. Assuming the revolver is fully drawn, each quarter point increase or decrease in the applicable interest rate would change our interest expense by approximately $0.1 million per year. In the future, we may enter into interest rate swaps, involving the exchange of floating for fixed rate interest payments, to reduce interest rate volatility.

Inflation

Our cost of sales is subject to inflationary pressures and price fluctuations of the raw materials we use, particularly, the cost of petrochemical resin. Historically, we have generally been able over time to recover the effects of inflation and price fluctuations through sales price increases and production efficiencies associated with technological enhancements and volume growth.

Raw Material; Commodity Price Risk

We rely upon the supply of certain raw materials and commodities in our production processes; however, we do not typically enter into guaranteed supply or fixed-price contracts with our suppliers. The primary raw materials we use in the manufacturing of our products are various dry petrochemical resins, primarily PVC, HDPE and PP, which represented more than a majority of our cost of goods sold for the year ended December 31, 2005 and for the three months ended March 31, 2006. The exposures associated with these costs are primarily managed through terms of the sales, such as pricing and payment terms, and by maintaining relationships with multiple vendors. Prices are negotiated on a continuous basis, and we do not typically buy forward beyond six months and we have not entered into hedges with respect to our raw material costs.

Our raw material supplies are subject to not only price fluctuations but also other market disturbances including supply shortages and natural disasters. During August and September 2005, the entire petrochemical resin industry was affected by Hurricanes Katrina and Rita, causing lost production, supply delays and shortages in raw materials. In early October 2005, the PVC industry was once again affected by the explosion of the Formosa Plastics plant, which is a supplier to the PVC industry. These events have lead to all time high shortages in supply. Throughout the course of these events we have been able to maintain necessary raw material supplies.

In the event of another industry-wide general shortage of resins, or a shortage or discontinuation of certain types of resins purchased from one or more of our suppliers, we may not be able to arrange for alternative sources of resin. Any such shortage may negatively impact our production process as well as our competitive position versus companies that are able to better or more cheaply source resin.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "seek," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. In particular, statements about (a) the terms of the Transaction and the Santana Acquisition; (b) the markets in which we operate, including growth of our various markets and growth in the use of plastic products; and (c) our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" are forward-looking statements. As described under "About this Prospectus," the forward-looking statements contained herein regarding market share, market sizes and changes in markets are subject to various estimations, uncertainties and risks.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business," may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•: risks associated with our substantial indebtedness and debt service;
•: risks of increasing competition in our existing and future markets, including competition from new products introduced by competitors;
•: risk that projections of increased market size do not materialize as expected;
•: increases in prices and lack of availability of resin and other raw materials and our ability to pass any increased costs on to our customers;
•: general economic or business conditions, either nationally, regionally or in the individual markets in which we conduct business may deteriorate and have an adverse impact on our business strategy, including without limitation, factors relating to interest rates, gross domestic product levels and activity in the residential, commercial and institutional construction market;
•: changes in governmental laws and regulations, including environmental law, and regulations;
•: continued increased acceptance of plastics as an alternative to wood and metal products;
•: our ability to retain management;
•: our ability to meet future capital requirements;
•: our ability to protect our intellectual property rights;
•: downgrades in our credit ratings; and
•: other risks and uncertainties, including those listed under the caption "Risk Factors."

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included into this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

BUSINESS

Company Overview

We are a leading manufacturer and fabricator of highly engineered synthetic products designed to replace wood and metal in a variety of building materials and industrial applications. Our product offering provides functional advantages relative to wood and metal, including superior performance, minimal maintenance and lower life-cycle costs. We have consistently leveraged our proprietary expertise in the development of highly engineered new product categories such as synthetic trim, bathroom products, lockers and a variety of other retail, commercial and industrial products. We have developed a number of branded products such as AZEK®, Comtec, Capitol, EverTuff™, Hiny Hider™ TuffTec™ and Celtec®, as well as other branded and non-branded products, that we believe are leaders in their respective end markets.

We operate the following two business units:

•: Vycom Corporation, or Vycom, which produces AZEK trimboards, as well as Celtec and other similarly manufactured and distributed wood and metal replacement products for building and industrial end markets; and
•: Scranton Products Inc., or Scranton Products, which produces highly engineered fabricated products, including our Comtec bathroom partitions and lockers, as well as similarly manufactured and distributed non-fabricated special application industrial products, such as Seaboard® and Flametec®.

Vycom

Our Vycom business unit, representing approximately 67%, 60% and 51% of our 2005, 2004 and 2003 net sales, respectively, manufactures our AZEK exterior trim products utilized in the building products sector, as well as Celtec and other branded products which are substitutes for wood and metal in a variety of industrial applications, including industrial tank linings, marine products, fire retardant products and commercial signage. Through our AZEK product line, we offer a variety of products for exterior housing applications such as trim, fascia, soffit, corners, millwork and window casements. AZEK is virtually identical to wood aesthetically, but provides functional advantages as it does not warp or rot, is impervious to water and insect infestation and, although it does not require painting, it holds paint longer in applications where the product is painted. All of our Vycom products are manufactured from comparable raw material ingredients, including polyvinyl chloride, or PVC, and are manufactured internally through similar proprietary processes, providing significant cost benefits through vertical integration. We sell our AZEK products through an expanding nationwide network of specialty building product distributors with over 60 locations who then sell to over 1,600 dealers including lumber yards, contractors and installers. In addition, we sell Celtec and other similarly manufactured products through a similar national distribution network. Due to our product quality, market leadership and national distribution network, AZEK has developed significant brand awareness within the trim market, making it the product of choice for consumers of synthetic trim.

Scranton Products

we believe we are the largest vertically integrated supplier of synthetic bathroom products and lockers, which we sell to schools, universities, parks, recreational facilities, stadium arenas and industrial plants, as well as various retail and commercial facilities. Our bathroom products and locker alternatives, sold under our leading brands of Comtec, Capitol, EverTuff, Hiny Hider and TuffTec, are impervious to rust, dents, and scratches; are longer lived; graffiti resistant; easily cleaned; and require minimal maintenance once installed, unlike competing metal products. All of our Scranton Products products are derived from comparable raw material ingredients, including either HDPE or PP, and are manufactured internally through similar processes. This provides us with cost benefits compared to competitors who do not have our vertically integrated manufacturing capacity and therefore may have a less competitive cost position. We sell our Scranton Products products through both a direct and indirect sales force which covers over 1,500 local dealers across the United States, Canada and Latin America.

Our Competitive Strengths

We believe that our key competitive strengths are:

Leading Market Positions with Established Brand Names.

•: Vycom. AZEK was awarded #1 for quality in Custom Home Magazine's 2005 brand use study in the decorative mouldings, trim and columns category. Contractor perception of our AZEK products has been very favorable which has contributed to its increasing market penetration. According to a 2003 survey in Remodeling Magazine, 98% of remodelers who have used AZEK in the past would use it again. In addition, we have successfully branded many of our non-fabricated products, such as Celtec and Polycarve™.
•: Scranton Products. We believe we are the leading manufacturer of highly engineered plastic bathroom products with our Comtec, Capitol, Hiny Hider and EverTuff brands. With the support of our manufacturing and distribution capabilities, we believe we have established TuffTec as the market leading brand in the plastic locker market. Each of these brands is well established and architects frequently request our fabricated products by name. In addition, we have successfully branded many of our non-fabricated products, such as Seaboard and Flametec.

Low-Cost Manufacturer. Through over 23 years of developing highly engineered fabricated products based on our manufacturing and fabrication expertise, we have positioned our company as a low-cost vertically integrated manufacturer. Our competitive advantages include the proprietary resin blends and equipment customization techniques we have developed over many years. We believe our manufacturing expertise also allows us to obtain a much higher throughput, and consequently lower unit production costs, from our machines than most of our competitors. In addition, we have significant scale in purchasing resin that places us in a better cost position relative to many of our competitors. The combination of our market-leading size, vertically integrated business model and the cost savings associated with our high throughput operations provides us with significant cost and competitive advantages.

Extensive and Growing Distribution Network. Our products are distributed through an extensive network consisting of manufacturers' representatives, distributors and dealers. We utilize a two-step distribution system through which our AZEK products are first sold to exclusive distributors, who in turn sell them to dealers. Our internal AZEK sales force consists of seasoned marketing personnel who have been chosen for their experience in promoting other synthetic building products through two-step distribution channels. We choose distributors based on their ability to market and promote AZEK through their internal sales force and other industry contacts. Currently, our AZEK distributor network services dealers across the United States and Canada through 60 locations. We have increased our AZEK dealer base from 150 dealers in 2001 to over 1,600 local stocking dealers as of December 31,

2005. No single dealer location accounts for more than 2% of AZEK sales. AZEK is the exclusive cellular PVC trim product carried by virtually all our dealers and has preferred vendor status at Stock Building Supply and 84 Lumber, two of the largest building materials suppliers focused on professional contractors in the United States.

Experienced and Incentivized Management Team. We are led by an experienced and committed senior management team with an average of approximately 21 years of relevant industry experience. Our management team has successfully guided us through historically high resin prices in 2003, 2004 and 2005. In connection with the Transaction, members of our management team rolled over approximately $16 million of existing equity interests of our company, representing approximately 10% of our total equity.

Business Strategy

The key elements of our business strategy are:

Continue to Develop Brands and Innovative Products. We continuously seek opportunities to leverage our core capabilities in the highly-engineered replacement products business to expand into adjacent end markets. Our value-added branded products, such as AZEK and TuffTec, were internally developed and now account for in excess of 74% of our net sales. The Company has also acquired families of branded products such as Hiny Hider and Capital to supplement intrinsic growth. We believe that branded products offer more stability in terms of pricing in the market and generate higher gross margins. In order to build upon our brand identity to further differentiate ourselves from our competitors and grow our leading market share in our markets, we seek to continually introduce new products, acquire well positioned brands and enhance our existing products. Examples include our line of millwork products to complement our existing AZEK trim products, as well as our introduction of a new color palette and unique product extensions such as granite, marble, speckled and slip-resistant surfaces with respect to our bathroom products. In addition, we endeavor to utilize existing products and know-how for new applications. For example, the development of our plastic locker products was an extension of our partition products and demonstrates our innovative product development strategy.

Capitalize on Material Conversion Opportunity. Across all of our target markets, we are focused on capitalizing on the economic and functional advantages of our products relative to competing wood and metal products. While our AZEK and Comtec products initial price point can be more expensive than traditional wood, fiber or metal products on an installed cost basis, they offer customers a very attractive lifetime value relative to competing wood and metal products, driven by minimal maintenance requirements, simpler installation and longer product life. Benefits of our highly-engineered synthetic products include lower life cycle cost; ease of fabrication; low moisture absorption; superior corrosion resistance, even compared to stainless steel; high strength-to-weight ratios; low maintenance; and improved cosmetic characteristics. We have been leading this conversion in our target markets, such as synthetic trim, bathroom products, lockers and a diverse array of other markets, including marine, signage, semiconductor, industrial and recreational markets. We intend to drive additional growth in our net sales and profitability from material conversion given our products' excellent relative aesthetics, performance characteristics and lower lifetime costs as compared to traditional wood and metal products.

Continue to Build Market Share of Our Branded Products. We have successfully created meaningful brand recognition and customer loyalty with respect to our brands such as AZEK, Comtec, Capitol, EverTuff, TuffTec, Hiny Hider and Celtec, and are focused on further expanding our sales of these and other branded products. We believe that a number of our branded and non-branded non-fabricated products are market leaders in their respective market segments. We have invested heavily in a national advertising and marketing campaign focused on the end consumer to accelerate the conversion from wood to synthetic trim and to promote the AZEK brand. We believe sales of AZEK should continue to

grow, as the exterior trim market is still in the early stage of material conversion. In our synthetic bathroom and lockeroom products business, we seek to increase sales to national accounts and continue to increase our market share at the expense of metal competitors and other plastic fabricators that are not vertically integrated and have a higher manufacturing cost position. Sales growth of our synthetic lockers was robust in 2005, and we believe these lockers possess continued growth opportunities associated with increased market penetration and material conversion. We are focused on maintaining our market leading positions while simultaneously seeking additional growth from material conversion through further education of architects, builders, distributors, dealers and other consumers regarding the respective advantages of our products over competing wood, fiber and metal products.

Leverage Our Manufacturing Excellence. With over 23 years of experience in developing highly engineered synthetic products, we have gained significant internal manufacturing expertise and technical knowledge, and are focused on remaining a leader in plastic extrusion and fabrication. Our products are manufactured using internally developed resin mixes that are the product of years of research, development and experience in field application. We spent over 10 years developing AZEK and, as a result, we believe that AZEK's highly engineered manufacturing technology would be difficult to replicate. We perform significant customization on each machine following manufacturer installation. We maintain a dedicated on-site laboratory with fully functioning mixing, heating, and extrusion capabilities, and we use this facility to continue our product innovation and experiment with new processes. To ensure our ongoing product quality and market leadership, we continue to improve upon our manufacturing processes and products. We are also focused on improving our leading manufacturing technology to increase throughput, which would in turn lead to increased volume and profitability.

Our Products

Vycom

Trim and Millwork. As the market leader in synthetic exterior trim and millwork products, we offer a variety of wood replacement products under the AZEK brand for numerous residential exterior applications which include:

•: AZEK Trimboard—AZEK Trimboard has a smooth surface or a reversible textured surface designed to replicate wood grain. It is intended for trim, fascia, soffits, and window and door surrounds, and its key features include its premium lengths, the fact that it can be easily heated and shaped and it has reversible textured surfaces.
•: AZEK Beadboard—AZEK Beadboard is a reversible edge center bead and v-groove designed for exterior ceilings or soffits and is intended for porch ceilings, soffits and wainscoting.
•: AZEK Cornerboard—AZEK Cornerboard is a pre-formed trim for residential exterior corner applications used on exterior corner trim and column wraps.
•: AZEK Sheet—AZEK Sheet is available in sizes from 4' × 8' to 4' × 20' in a variety of thicknesses and is intended for pop-out bay windows, raised panels and dormers and is easily used for applications over 12' wide.
•: AZEK Millwork—AZEK Millwork is exterior molding in a variety of classic styles and lengths which is used on a new line of exterior molding in brick mold, crown mold, and drip cap styles.
•: AZEK Adhesive—AZEK Adhesive is a water-soluble, low-toxicity, virtually odorless and ultraviolet stable cement for use on AZEK-to-AZEK bonds including long fascia runs and window surrounds.

AZEK's manufacturing process creates a superior trim and millwork product that possesses the following advantages over alternative materials:

Uniformity. We believe that the quality of our AZEK products is superior to that of natural wood and other synthetic products. AZEK board and sheet are manufactured to the highest degree of consistency with uniform thickness, premium lengths, and square edges on all four sides. AZEK has a uniform density comparable to pine without the knots, grain, cracks, and voids typically found in wood products, maximizing the amount of AZEK that can be used.

Durability. The superior strength of its synthetic composition gives AZEK a longer lifetime and a greater ability to withstand wear and tear than competing wood products. AZEK is designed for outdoor applications, as it is impervious to termites and other insects and is not susceptible to water or moisture damage. AZEK will also not rot, cup, split, twist or warp, and is covered by a 25-year warranty.

Workability. AZEK offers similar workability characteristics to wood and has clear advantages over competing synthetic trim materials. AZEK products can be easily nailed, screwed, drilled and stapled without splitting or creating unsightly "mushrooms." AZEK also offers a proprietary water-based cement that, when gluing two pieces of AZEK together, forms a molecular bond that is stronger than the mechanical bond formed between wood and glue. In addition to its simple installation, AZEK can also be easily manipulated for more complex applications. AZEK board and sheet can be shaped, routed, and mitered using standard woodworking tools and thermoforming techniques.

Aesthetics. AZEK looks and feels like traditional wood, adding significant value and beauty, but lasts longer than traditional wood trim and is virtually maintenance free. AZEK trim can be painted to match any exterior, cut to create a myriad of trim shapes and easily molded to fit any window or door.

Non-fabricated Products. We manufacture Celtec and other branded products (such as Polycarve, Ultra White and Vintec) which can be substitutes for wood and metal in a variety of industrial applications, including industrial tank linings, marine products, fire retardant products and commercial signage. Our branded Celtec products are gaining acceptance in marine and commercial markets (Celtec 550) and industrial markets (Celtec 700). Celtec products offer advantages over competing products, with high structural strength, superior workability and light weight. Celtec 550 is designed to replace wood in non-stress bearing, non-building applications. Celtec 700 is designed for industrial and commercial signage. These products are tough, high strength and lightweight, and can be ordered in a wide range of sizes, thicknesses and colors. We also manufacture industrial corrosion resistant products which are suited for applications where maximum chemical resistance, prevention of ultraviolet degradation or tolerance to high temperature environments is necessary.

Scranton Products

Bathroom and Lockeroom Products. We fabricate bathroom products, shower compartments and lockers from highly engineered synthetic sheet manufactured internally, and sell these products under our Comtec, Capitol, EverTuff, Hiny Hider and TuffTec brands. Unlike competing metal products, our synthetic alternatives are impervious to rust, dents, and scratches; are longer-lived; graffiti resistant; easily cleaned; and require minimal maintenance once installed. As compared to metal alternatives, our partitions and locker products sell at premium prices but deliver significantly reduced lifecycle costs through increased durability and lower maintenance expenses.

Our bathroom products include custom built partitions, doors, privacy screens, hardware accessories, shower cubicles, and vanities manufactured in an array of designs and color choices. They are available in wall-mounted, floor-mounted, floor-to-ceiling, and ceiling-hung models and they are also manufactured with a variety of hinges and hardware accessories. Their key features and benefits are that they are manufactured from one inch thick highly-engineered synthetic materials and resist

moisture, stains, odors, mildew, scratches, corrosion and delamination. The primary end markets for our bathroom partition products include schools, parks, stadiums, factories, hospitals, transportation terminals, retail locations, and fitness centers.

Our synthetic lockers systems are equipped with several different locking mechanisms and are available in a variety of sizes, colors and designs. They are impervious to rust, dents, scratches and graffiti and require minimal maintenance. Also, the lockers are ideal for high traffic and sanitary environments and they are easily steam cleaned to eliminate bacteria. The primary end markets for our plastic markets include schools, amusement parks, factories and fitness centers.

Non-fabricated Products. We manufacture highly engineered non-fabricated products for use in a wide variety of applications including semiconductors and marine construction, food preparation, machine housing, playground equipment and other diverse applications.

Our industrial product offering is comprised of the following products:

•: Protec® CP—Protec CP is formulated to provide high levels of impact resistance as well as corrosion resistance against a broad group of reagents. It is used for metal plating barrels, scrubbers, acid tank linings, tank covers, fume hoods and ducts, laboratory sinks, orthopedic appliances, etching machines, etching rinse tubes, machined parts, battery cases, scrub stations and food preparation.
•: Sanatec®—Sanatec is formulated for the manufacture of quality food grade equipment parts.
•: HiTec®—HiTec is a high impact product suited for the manufacture of chemical resistance products and products that come in direct contact with foodstuffs. It is used for business machine parts, guides and wear plates, cams, washers, shims, packing rings in chemical applications, low speed bearings, laboratory vessels, rotors and blades, roll stand bearings, nuclear storage containers, skids and deflector plates, tank, chute and bin linings.

We also provide applications to marine construction through Seaboard, which is UV stable, scratch resistant, and has excellent impact and stiffness. We also support semiconductors through our Flametec product, which is in the family of flame retardant sheet formulations that meet the guidelines for clean room materials. Finally, we offer Playboard™ Modular Playground Systems, which consists of 2-color Polycarve and Grip X™ slip resistant materials utilized in flanges, flat roofs, steps, platforms, climbing walls, spring toys, park furnishings and signs.

Operations and Manufacturing Process

Our various products are manufactured through a highly technical, precision manufacturing process in which a number of variable elements must be managed in parallel in order for the product to be produced to specifications and perform to expectations. During the manufacturing process, plastic resin is combined with polymers, color additives and additional chemicals, is heated, and is then processed through an extrusion device. This synthetic material is pressed through metal rollers, cooled, and then cut into pre-selected sizes, and, in certain cases, then fabricated into various products. Developing the correct mixture of resins and other chemical ingredients, as well as the proper speed and calibrations, is highly technical, and we have developed significant internal expertise in this process through our 23 years of experience. Each of our machines is customized according to internal proprietary specifications by our technicians in order to establish the correct mixing, speed and extrusion processes.

Sales and Marketing

We have carefully balanced the build-out of our AZEK sales and marketing, distribution and manufacturing infrastructure in a manner that enables us to meet demand and control quality. Our AZEK sales force consisted of 38 sales representatives as of the end of 2005, organized by geographic

region. The sales force focuses on actively promoting product awareness and educating the distributor and dealer base on the attractive relative product characteristics of synthetic exterior trim and millwork. Our AZEK sales and marketing team gave presentations emphasizing the unique properties and design possibilities with AZEK to over 16,000 architects since 2004, and was recognized by the American Institute of Architects as an approved continuing education provider.

We have a comprehensive marketing campaign in support of AZEK, targeted towards its growing dealer base as well as the architect, custom builder, remodeler, installer and consumer demand base. Our goal is to raise the visibility of exterior trim on the home and educate the decision makers in the channel on the benefits of our synthetic product versus competing products in order to stimulate end market demand.

We seek to leverage our Comtec sales force, market leading position, promotional materials and proprietary products to develop close relationships with architects. We employ a vice president of sales and a sales and marketing manager, who cover approximately 25 regional manufacturers' sales representative organizations that provide nationwide coverage to over 1,500 local dealers. Our Comtec sales agents call on architects in order to influence project specifications in traditional institutional markets, such as schools, universities, and stadium arenas, as well as targeted new markets, such as retail stores, industrial facilities and food processing plants. We have initiated a targeted marketing effort with the goal of having our Comtec products specified by name by national accounts and large school districts.

While we distribute our non-fabricated products primarily through distributors, we have eight manufacturers' sales representatives with joint product responsibility across our product lines.

Distribution

Our products are distributed throughout an extensive network consisting of manufacturing representatives, distributors and dealers. We market our products to a diverse group of end markets, including residential, commercial and industrial construction, semiconductor, marine, industrial and other markets. Our top ten distributors, through more than 35 independent branches, collectively accounted for approximately half of our net sales for the year ended December 31, 2005, our largest distributor, Parksite Plunkett Webster, or PPW, through seven independent branches, collectively accounted for more than 10% of 2005 sales, and our top 3 distributors collectively accounted for approximately 43% of our 2005 net sales.

Through a two-step distribution system, we sell our AZEK products exclusively through an expanding nationwide network of specialty building product distributors with multiple locations (each independently representing the AZEK product) who in turn sell to lumber yards, contractors and installers. Our 16 AZEK distributors are equipped to service every region of the United States and Canada in 60 locations. We believe that AZEK has also developed the largest and most extensively trained stocking dealer network of any non-wood trim manufacturer in the industry. We have steadily grown our AZEK dealer base from 150 dealers in 2001 to over 1,600 as of March 2006.

Our bathroom products and lockers are sold through a national distribution network that covers over 1,500 local dealers. We market the benefits of our bathroom products and lockers directly to architects and facilities managers, who frequently specify building products by name and material in their designs, leaving dealers and installers less flexibility in choosing manufacturers, and enabling us to service the resulting demand through local dealer networks.

We primarily sell our non-fabricated products to over 400 regional distributors, who in turn sell direct to OEMs. We are typically the sole source supplier for our OEM relationships due to the breadth of our non-fabricated product offering.

Raw Materials and Suppliers

Our most significant raw materials are PP, HDPE and PVC dry petrochemical resin. These resins accounted for more than a majority of our cost of goods sold for fiscal year 2005 and for the three months ended March 31, 2006. We purchase our raw materials directly from major petrochemical suppliers. Resin purchases are based primarily on price, and we are typically awarded a significant customer rebate by each supplier due to purchasing scale. Prices are negotiated on a continuous basis, and we do not typically buy forward beyond six months. Historically, we have not bought resin from a sole source and we believe our raw materials are available from alternative sources on similar terms. Over the past four years, PVC resin prices have more than doubled, primarily due to the increased cost of oil and natural gas, and as a result of the storm activity in August and September of 2005, increases in natural gas and crude oil prices and demand in the broader economy, resin prices have recently risen to all time high levels. These significantly higher resin costs have impacted our profitability throughout 2005, resulting in lower gross margins in fiscal year 2005 compared to fiscal year 2004. See "Risk Factors—Risks Related to Our Business—Our financial performance is dependent on raw material prices, as well as the continued availability of raw materials."

Competition

We compete with multiple companies with respect to each of our products, including divisions or subsidiaries of larger companies and foreign competitors. We compete on the basis of a number of considerations, including price (on a price-to-value basis), service, quality, performance, product characteristics, brand recognition and loyalty, marketing, product development, sales and distribution, and ability to supply products to customers in a timely manner. Our products also compete with the wood, metal and other traditional products that our plastic products are designed to replace. For example, AZEK competes primarily with wood, aluminum, engineered wood and other synthetic building materials, such as celuka-processed products. In the synthetic trim market, there are few other competitors of scale. The bathroom products market is highly fragmented and consists of manufacturers typically producing products in several different materials and price ranges. Metal currently represents more than a majority of the overall bathroom products market. With respect to our other non-fabricated products, the market is highly fragmented, with manufacturers generally focused on a few core materials that are sold directly into end market applications. Our competitors for other non-fabricated products include other national and regional manufacturers.

Trademarks and Patents

We rely on a combination of trademarks, trade secrets, unpatented know-how, patents, and other intellectual property rights and protective measures to protect our proprietary rights. We employ various methods, including confidentiality and non-disclosure agreements with third parties and employees who have access to our trade secrets, to protect our trade secrets and know-how.

Although we use a variety of intellectual property in the development and manufacturing of our various products, we believe that none of that intellectual property is individually critical to our current operations. Taken as a whole, however, we believe our intellectual property rights are significant. For a discussion of the risks related to our intellectual property rights, please see "Risk Factors—Risks Related to Our Business—Our business operations could be negatively impacted if we fail to adequately protect our intellectual property rights or if third parties claim that we are in violation of their intellectual property rights."

Facilities

On our headquarters property in the Scranton, Pennsylvania area, we operate five facilities that are organized by material type for manufacturing purposes. We also operate another facility in Scranton,

Pennsylvania (Winfield Avenue) which is utilized for cutting, fabricating and shipping bathroom partitions and lockers. We are also in the process of further developing our facility in Scranton, Pennsylvania (Keyser Avenue) for PVC manufacturing and fabricating to support the growth of our AZEK products. The chart below summarizes our facilities.

Facility	Square Feet	Ownership	Use
HQ Building #5	343,000	Owned	Office and Extrusion Facility
Scranton / Keyser Avenue	308,000	Leased	Dry Blend, Extrusion and Fabrication
Scranton / Winfield Avenue	224,214	Owned	Office and Fabrication
HQ Building #1	153,330	Owned	Pressing and Storage Facility
HQ Building #2	67,500	Owned	Extrusion Facility
HQ Building #3	67,500	Owned	Extrusion Facility
HQ Building #4	16,050	Owned	Dry Blend and Lab Facility

Employees

As of June 2006, all of our workforce was non-union and totaled 511 employees, comprised of 353 production employees and 158 office employees. We are not a party to any collective bargaining agreements. We believe our relationship with our employees is good.

Legal Proceedings

From time to time, we are subject to litigation in the ordinary course of business. Currently, there are no claims or proceedings against us that we believe would be expected to have a material adverse effect on our business or financial condition, results of operations or cash flows.

Environmental

We are not aware of any environmental liabilities that would be expected to have a material adverse effect on our business or financial condition, results of operations or cash flows. We believe we are compliant with all environmental laws and regulations in all material respects and possess all necessary permits to operate our manufacturing and other facilities.

MANAGEMENT

The following table provides information about our directors and executive officers.

Name	Age	Position with our Company
James Keisling	58	Chief Executive Officer and Director
John R. Loyack	43	President and Chief Operating Officer
Ralph Bruno	42	President, Vycom Corp.
Mike Kapuscinski	44	Executive Vice President, Production
Scott Harrison	33	Senior Vice President and Chief Financial Officer
Raymond J. Terwilliger	58	Senior Vice President, People Services
James Andersen	43	Director
Vincent A. Calarco	64	Director
Shivanandan A. Dalvie	33	Director
Brian R. Hoesterey	38	Director
Christopher P. Mahan	39	Chairman of the Board
Scott B. Perper	50	Director
Glenn M. Fischer	55	Director
Vincent A. Sarni	77	Director
Julian M. Steinberg	51	Director

James Keisling, our Chief Executive Officer and Director, has 30 years of experience in developing and manufacturing highly-engineered synthetic replacement products for wood and metal. He joined the family business in 1971, one year after graduating from Lycoming College with a degree in accounting. Prior to that he worked with Haskins & Sells in New York, from 1970 to 1971.

John R. Loyack, our Chief Operating Officer, also became our President on February 10, 2006. Mr. Loyack joined us in September 2005 as our Chief Operating Officer and Chief Financial Officer. Prior to joining us, Mr. Loyack served as senior vice president and chief financial officer of PNM Resources Inc. since 2002. From 1999 to 2002, Mr. Loyack served as Vice President, Corporate Controller and Chief Accounting Officer of PNM Resources. Prior to joining PNM Resources, Mr. Loyack served in various capacities in the financial reporting, business analytics and corporate development departments of Union Pacific Corporation. Earlier in his career, Mr. Loyack held positions with Lutron Electronics and PricewaterhouseCoopers LLP. Mr. Loyack received a B.S. in accounting from King's College and an M.B.A. from Lehigh University.

Ralph Bruno, our President, Vycom Corp., joined us in 2001. Prior to joining us, Mr. Bruno served as a national sales manager with Trex Corp., a leading manufacturer of plastic decking products, from 1991 to 2001. Mr. Bruno has been in the synthetic materials industry his entire career. He received a B.A. from Cortland (NY) State University in 1985.

Mike Kapuscinski, our Executive Vice President, Production, joined us in 1984 after graduating from Johnson Technical Institute with an Associate's degree in Electrical Fluidic Technology. He began as a production worker and moved into a supervisory role in 1987. Mr. Kapuscinski became the production manager of our Scranton Products business unit in 1989 and functioned in that capacity for nine years. In 1997, Mr. Kapuscinski took on the responsibility of production manager for all of our basic non-fabricated products.

Scott Harrison, became our Senior Vice President and Chief Financial Officer on February 10, 2006. Mr. Harrison joined us in November 2005 as our Vice President of Finance. Prior to joining us, Mr. Harrison was director of business development at Silgan Plastics Corporation since 2003. Prior to joining Silgan Plastics, Mr. Harrison held various positions with First Union Capital Partners and Bowles Hollowell Conner & Co. Mr. Harrison received a B.A. in economics from Duke University and an M.B.A. from The Tuck School of Business at Dartmouth.

Raymond J. Terwilliger, our Senior Vice President, People Services, joined us in May 2006. From 1976 to 1992, Mr. Terwilliger served in a variety of positions for Leslie Fay, at the time a Fortune 500 organization, completing his tenure as a corporate Vice President. Mr. Terwilliger has spent the past 14 years operating his own consulting organization assisting over 100 businesses and government agencies with a variety of process improvement engagements. In 2004, he was assigned as the Chief Executive Officer, in a turnaround capacity, for a troubled leather manufacturer. Within his own consulting business, Mr. Terwilliger is recognized as one of only eight consultants in the North America to be approved by the Scanlon Leadership Network to implement comprehensive high performance strategic initiatives. Mr. Terwilliger received a B.S. from King's College and an M.B.A. from Wilkes College.

James Andersen became a director upon consummation of the Transaction. Mr. Andersen is the Managing Partner and co-founder of Clearview Capital, a buyout firm which he formed in 1999. Prior to joining Clearview Capital, Mr. Andersen was with Capital Partners from 1996 to 1999. Previously, Mr. Andersen was a project manager at Mars and Company, an international strategy consulting firm, and prior to that, he was an international staff field engineer with Schlumberger. Mr. Andersen received a B.S.E. in Civil Engineering, cum laude, from Princeton University and earned an M.B.A. from the Wharton School in 1989. He is currently a director of Twinco -Romax LLC, Senior Care Centers of America, Inc., Hillsdale Furniture LLC and M.H. Zeigler and Sons, LLC.

Vincent A. Calarco became a director in June 2006. Mr. Calarco was Chairman, President and Chief Executive Officer of Crompton Corporation (now known as Chemtura Corporation), a producer of specialty chemicals and polymer products, from 1999 to 2004. Previously, he was President and Chief Executive Officer of Crompton & Knowles Corporation, a predecessor of Crompton Corporation, from 1985 to 1999, and Chairman from 1986 to 1999. Mr. Calarco received a B.S. in chemical engineering from Polytechnic University and an M.B.A. with distinction from The Harvard Business School. He is currently a director of Consolidated Edison, Inc. and Newmont Mining Corporation. In addition, Mr. Calarco is the Chairman of the Chemical Heritage Foundation and a Trustee of Saint Raphael Healthcare System.

Shivanandan A. Dalvie became a director upon consummation of the Transaction. Mr. Dalvie is a Partner with AEA Investors, which he joined in 1997. Prior to joining AEA, he was in the mergers and acquisitions group of Credit Suisse First Boston. Mr. Dalvie received a B.S. in computer science and economics from Yale University and an M.B.A. from Stanford University. He is currently a director of Kranson Industries, Inc. and Telephia, Inc.

Brian R. Hoesterey became a director upon consummation of the Transaction. Mr. Hoesterey is a Partner with AEA Investors, which he joined in 1999. Prior to joining AEA Investors, he was with BT Capital Partners, the private equity investment vehicle of Bankers Trust. Mr. Hoesterey has also previously worked for McKinsey & Co. and the investment banking division of Morgan Stanley. Mr. Hoesterey graduated summa cum laude from Texas Christian University with a B.B.A. in accounting and received an M.B.A. with honors from The Harvard Business School. He is currently a director of Henry Company and Pregis Holding II Corporation.

Christopher P. Mahan became a director upon consummation of the Transaction and currently serves as Chairman of the Board. Mr. Mahan is a Partner with AEA Investors, which he joined in 1991. Prior to joining AEA, Mr. Mahan was a consultant at Bain & Company, working on a range of projects with global manufacturing companies. Mr. Mahan received a B.A. with honors from Amherst College. He is currently a director of Convenience Food Systems B.V. and Birch Telecom, Inc.

Scott B. Perper became a director in January 2006. Mr. Perper is a Managing Partner with Wachovia Capital Partners, LLC, which he joined in 1989. Prior to joining Wachovia Capital Partners, Mr. Perper served as a Vice President in the Media & Entertainment Group of Kidder, Peabody & Company Incorporated in New York. Mr. Perper earned his undergraduate degree from Bowdoin

College and an M.B.A. from The Harvard Business School. He is currently a director of Horizon Telecom Inc., HOB Entertainment, Inc., NuVox Communications, Inc. and several other private companies. In addition, Mr. Perper is the Chairman of the North Carolina Outward Bound School and a Trustee of Bowdoin College and the Charlotte Country Day School.

Glenn Fischer became a director in October 2005. Mr. Fischer is an Operating Partner with AEA Investors, which he joined in 2005. From 2000 to 2005, he was President and Chief Operating Officer of Airgas, Inc., the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products. Mr. Fischer joined Airgas after spending 19 years with The BOC Group in a wide range of positions leading to his appointment in 1997 as president of BOC Gases, North America. In addition to his responsibility for all North American operations, Mr. Fischer served on The BOC Group Executive Management Board. Prior to joining BOC in 1981, Mr. Fischer served at W.R. Grace in a variety of finance, planning and management roles. He is currently a director of Pregis Holding II Corporation, Henry Corporation and Burt's Bees, Inc.

Vincent A. Sarni became a director in August 2005. Mr. Sarni was Chairman of the board of directors and Chief Executive Officer of PPG Industries, a global supplier of coatings, glass, fiber glass, and chemicals, from 1984 to 1993. Mr. Sarni joined PPG as a Marketing Vice President of the former Industrial Chemical Department in 1968, after 12 years with Olin Corporation. He is a former director of Mueller Holding Co., Noveon Inc., Amtrol Inc., Brockway Inc., Hershey Foods Corp., Honeywell Inc., Mellon Bank Inc., PNC Financial Corp., and PPG Industries. Mr. Sarni is also the former Chairman of the Board for the Pittsburgh Pirates and Allegheny General Hospital.

Julian M. Steinberg became a director in August 2005. Mr. Steinberg currently serves as Senior Vice President and General Manager of Performance Coatings at Noveon, Inc. Prior to this position, he was Senior Vice President and General Manager of Estane® TPU. He was also Global Marketing and Business Development and General Manager of Estane® Americas. Mr. Steinberg joined Noveon in October 2001 from CompX International, a manufacturer of components for office furniture. Previous to that position, Mr. Steinberg spent twenty-two years with the BFGoodrich Company in various Business Management, Marketing and Financial roles. His last assignment at BFGoodrich was Commercial Vice President Specialty Plastics. Subsequent to that, he served as Vice President and General Manager of the TempRite® CPVC division. Mr. Steinberg has served on the Board of Directors for the Society of Plastics Industries and the Plastic Pipe and Fittings Association. He has a Bachelor's and M.B.A. from Washington University.

Management Transition Plan

Committees of the Board of Directors

Our board of directors has established an audit committee and a compensation committee. The members of the audit committee are Brian Hoesterey, Chairman; Glenn Fischer; Scott Perper and Vincent Sarni. The audit committee recommends the annual appointment and reviews independence of

auditors and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions, and investigations into matters related to audit functions. The members of the compensation committee are Christopher Mahan, Chairman; Shivanandan Dalvie and James Andersen. The compensation committee reviews and approves the compensation and benefits for our senior employees and directors, authorizes and ratifies equity and other incentive arrangements, and authorizes employment and related agreements. From time to time, our board of directors may contemplate establishing other committees.

Compensation of Directors

Directors receive no cash consideration for serving on our board of directors, but directors are reimbursed for out-of-pocket expenses incurred in connection with their duties as directors. Certain of the directors have received Class B limited partnership units in CPG International Holdings LP, or CPG International Holdings, our indirect parent company in consideration for serving on our board of directors. See "—Long-Term Compensation" below for a description of the Class B limited partnership units.

Employment Arrangements

Mr. James Keisling

We have entered into an amended and restated employment agreement with Mr. James Keisling which provides for his transition from the position of Chief Executive Officer to the position of Chairman. Mr. Keisling will continue to serve as our Chief Executive Officer until December 31, 2006 or until such earlier date that John R. Loyack is appointed successor Chief Executive Officer by the Board, on which date Mr. Keisling will be designated as Chairman. From January 1, 2006 until December 31, 2006, Mr. Keisling's base salary is $300,000. Beginning January 1, 2007, Mr. Keisling's base salary will be $50,000. Mr. Keisling is eligible to receive an annual cash bonus based upon our company's performance. In addition, if Mr. Keisling is terminated by us without cause or if Mr. Keisling terminates his employment for good reason, Mr. Keisling would be entitled to continuation of his then current base salary until the later of one year from the date of termination and December 31, 2007. Mr. Keisling has entered into an agreement that contains standard non-competition, non-solicitation and confidentiality covenants.

Mr. John R. Loyack

We have entered into an amended and restated employment agreement with Mr. John R. Loyack which provides for his transition from the position of Chief Financial Officer and Chief Operating Officer to the position of President and Chief Executive Officer. Mr. Loyack is currently President and Chief Operating Officer. Commencing January 1, 2007, or such earlier date as the Board determines, Mr. Loyack will serve as President and Chief Executive Officer. From January 1, 2006 through December 31, 2006, Mr. Loyack's base salary is $300,000. Beginning January 1, 2007, Mr. Loyack's base salary will be $400,000. Mr. Loyack is eligible to receive an annual cash bonus based upon our company's performance. In addition, if Mr. Loyack is terminated by us without cause or if Mr. Loyack terminates his employment for good reason, (i) Mr. Loyack would be entitled to continuation of his then current base salary until the later of one year from the date of termination and December 31, 2008, and (ii) in general, an additional 25% of Mr. Loyack's Class B limited partnership units in CPG International Holdings, which would otherwise become repurchasable by us upon termination of employment at the lower of cost or fair market value, would become subject to repurchase by us at fair market value. Mr. Loyack has entered into an agreement that contains standard non-competition, non-solicitation and confidentiality covenants.

Mr. Ralph Bruno

We have entered into an employment agreement with Mr. Ralph Bruno, President, Vycom Corp. Mr. Bruno's base salary is $225,000. Mr. Bruno is eligible to receive an annual cash bonus based upon our company's performance. In addition, if Mr. Bruno is terminated by us without cause or if Mr. Bruno terminates his employment for good reason, (i) Mr. Bruno would be entitled to continuation of his then current base salary for one year from the date of termination, and (ii) in general, an additional 25% of Mr. Bruno's Class B limited partnership units in CPG International Holdings, which would otherwise become repurchasable by us upon termination of employment at the lower of cost or fair market value, would become subject to repurchase by us at fair market value. Mr. Bruno has entered into an agreement that contains standard non-competition, non-solicitation and confidentiality covenants.

Mr. Mike Kapuscinski

We have entered into an employment agreement with Mr. Mike Kapuscinski, Executive Vice President, Production. The agreement provides for an annual base salary of $175,000. Mr. Kapuscinski is eligible to receive an annual cash bonus based upon our company's performance. If Mr. Kapuscinski's employment is terminated by us without cause or by him for good reason, (i) Mr. Kapuscinski would be entitled to continuation of his then-current base salary for one year from the date of termination, and (ii) in general, an additional 25% of Mr. Kapuscinski's Class B limited partnership units in CPG International Holdings, which would otherwise become repurchasable by us upon termination of employment at the lower of cost or fair market value, would become subject to repurchase by us at fair market value. Mr. Kapuscinski has entered into an agreement that contains standard non-competition, non-solicitation and confidentiality covenants.

Mr. Scott Harrison

We have entered into an employment agreement with Mr. Scott Harrison, Senior Vice President and Chief Financial Officer. Mr. Harrison's base salary is $160,000. Mr. Harrison is eligible to receive an annual cash bonus based upon our company's performance. In addition, in the event Mr. Harrison is terminated by us without cause, Mr. Harrison would be entitled to a lump sum payment equal to his then-current base salary plus any bonus accrued to the date of his termination of employment. Mr. Harrison has entered into an agreement that contains standard non-competition, non-solicitation and confidentiality covenants.

Mr. Raymond Terwilliger

We have entered into an employment agreement with Mr. Raymond Terwilliger, Senior Vice President, People Services. Mr. Terwilliger's base salary is $160,000. Mr. Terwilliger is eligible to receive an annual cash bonus based upon our company's performance. In the event Mr. Terwilliger is terminated by us without cause, Mr. Terwilliger would be entitled to continuation of his then current base salary for one year from the date of termination. Mr. Terwilliger has entered into an agreement that contains standard non-competition, non-solicitation and confidentiality covenants.

Long-Term Compensation

Certain members of our management team have purchased Class B limited partnership units of CPG International Holdings, our company's indirect parent, for $10.00 per unit, their fair market value, as follows: Mr. James Keisling 2,000; Mr. John R. Loyack 2,000; Mr. Ralph Bruno 1,250; Mr. Michael Kapuscinski 1,000; Mr. Scott Harrison 400; and Mr. Raymond Terwilliger 100.

Holders of Class A units of CPG International Holdings are entitled to a priority on partnership distributions and to receive a 7% preferred return. Holders of Class B units are entitled to share in any additional profits of CPG International Holdings with the holders of Class A units.

CPG International Holdings has agreed that if Mr. Loyack remains employed by us on January 1, 2007, CPG International Holdings will sell to Mr. Loyack an additional 1,000 Class B limited partnership units, or their economic equivalent, for $10.00 per unit, and upon an initial public offering or a change of control of CPG International Holdings, if he is then employed by us, he will receive 1,000 times the excess of the value of a Class B limited partnership unit on January 1, 2007 over $10.00.

With the exception of the Class B limited partnership units sold to Mr. James Keisling, all of the Class B limited partnership units sold to management are generally subject to repurchase by CPG International Holdings at the lower of cost or fair market value upon termination of employment during the first twelve months following their purchase. Thereafter, generally, 75% of such Class B limited partnership units are subject to repurchase by CPG International Holdings at the lower of cost or fair market value upon termination during the second twelve months following their purchase, 50% during the third twelve months and 25% during the fourth twelve months. With the exception of the Class B limited partnership interests sold to Mr. James Keisling, interests which are not repurchasable for such amount are nonetheless repurchasable by CPG International Holdings upon termination of employment for their then fair market value.

On February 6, 2006, CPG International Holdings and Mr. James Keisling entered into an amendment to Mr. Keisling's Class B limited partnership unit subscription agreement pursuant to which CPG International Holdings repurchased 1,000 of Mr. Keisling's Class B limited partnership units for $10,000. Mr. Keisling continues to own 2,000 Class B limited partnership units. In addition, the redemption provisions of Mr. Keisling's subscription agreement were amended to generally provide that if Mr. Keisling remains employed through the earlier to occur of December 31, 2007 or the first anniversary of Mr. Loyack's promotion to President and Chief Executive Officer, Mr. Keisling's Class B limited partnership units will not be redeemable by CPG International Holdings without Mr. Keisling's consent. However, if Mr. Keisling terminates his employment prior to such date, one-half of his Class B limited partnership units will be redeemable at the lesser of $10.00 per unit or their fair market value and if Mr. Keisling is terminated for cause, CPG International Holdings will be entitled to redeem all of Mr. Keisling's Class B limited partnership units at the lesser of $20,000 or the fair market value of the Class B limited partnership units on the date of termination.

Executive Compensation

The table below sets forth a summary of the compensation paid by us in fiscal 2005 to our Chief Executive Officer and our other executive officers.

	Annual Compensation							Long-Term Compensation Awards
Name and Principal Position	Year	Base Salary			Bonus			Other Annual Compensation(a)		Class B Units (# of units)(b)		All Other Compensation(c)
James Keisling Chief Executive Officer	2005	$	200,920		$	100,000		$	24,800	3,000	(d)	$	4,386
John R. Loyack President and Chief Operating Officer	2005	$	78,336	(e)	$	260,000	(f)		—	2,000	(g)	$	14,004
Ralph Bruno President, Vycom Corp.	2005	$	179,312		$	60,000			—	1,250		$	3,797
Mike Kapuscinski Executive Vice President, Production	2005	$	176,030		$	88,000			—	1,000		$	1,003
Scott Harrison Senior Vice President and Chief Financial Officer	2005	$	20,836	(h)	$	15,000		$	3,971	400			—

(a): Reflects (i) amount paid on June 30, 2005 to purchase a car for Mr. Keisling's use, and (ii) reimbursement of Mr. Harrison's moving expenses.
(b): Reflects the number of Class B limited partnership units of CPG International Holdings which the executive purchased in 2005 for $10.00 per unit. These units are not included in the accompanying financial statements, as they are from CPG International Holdings, our indirect parent company.
(c): Amounts reflect (i) the matching contribution under the Scranton Products Inc. 401(k) Plan in the amount of $4,386, $512 and $3,349 on behalf of each of Messrs Keisling, Kapuscinski and Bruno, respectively, (ii) payment of $14,004 in insurance reimbursements to Mr. Loyack, and (iii) payment of long term disability premiums of $491 for Mr. Kapuscinski and $448 for Mr. Bruno.
(d): On February 6, 2006, CPG International Holdings repurchased 1,000 of Mr. Keisling's Class B limited partnership units for $10,000. Mr. Keisling continues to own 2,000 Class B limited partnership units.
(e): Represents base salary earned by Mr. Loyack after September 6, 2005, the date he became an employee.
(f): Represents Mr. Loyack's signing bonus.
(g): If Mr. Loyack continues his employment through January 1, 2007, CPG International Holdings will sell to Mr. Loyack an additional 1,000 Class B limited partnership units, or their economic equivalent, for $10.00 per unit.
(h): Represents base salary earned by Mr. Harrison after November 1, 2005, the date he became an employee.

In connection with the Transaction, certain of our executive officers received transaction bonuses (paid by the Predecessor and recorded in the accompanying Predecessor financial statements) as follows: Mr. James Keisling—$3,000,000; Mr. Kapuscinski—$400,000; Mr. Bruno—$400,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of our issued and outstanding common stock is held by CPG International, and all of the issued and outstanding common stock of CPG International is held by CPG International Holdings, our indirect parent company. CPG International Holdings is a limited partnership. The general partner of CPG International Holdings is CPG Holding I LLC, which is an affiliate of AEA Investors. The business and affairs of CPG International Holdings is managed exclusively by the general partner. The general partner has full and complete authority, power and discretion to act on behalf of CPG International Holdings in all matters respecting the partnership and its operations, business and properties, to manage and control the business, affairs and properties (including the disposition of all or part thereof) of the partnership, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the partnership's business. The units reflected in the following table are the limited partnership units of CPG International Holdings. The limited partners are not agents of CPG International Holdings or any other partner, and have no right or authority to act for or bind the partnership, or to incur any expenditures on behalf of or with respect to the partnership.

The following table sets forth information with respect to the beneficial ownership of CPG International Holdings as of the date of this prospectus, by (a) any person or group who will beneficially own more than five percent of the outstanding Class A units and Class B units of CPG International Holdings, (b) each of our directors and executive officers and (c) all of our directors and executive officers as a group.

Name of Beneficial Owner:	Number of Class A Units Beneficially Owned(1)	Percent of Class A Units Outstanding		Number of Class B Units Beneficially Owned(1)(2)	Percent of Class B Units Outstanding
AEA Investors(3)	63,385	70.3	%	—	—
Wachovia Capital Partners 2005, LLC(4)	13,625	15.1	%	—	—
KF Equities(5)	6,272	7.0	%	—	—
Clearview/CP/Vycom Acquisition, LLC(6)	4,144	4.6	%	—	—
James Keisling(7)	6,272	7.0	%	2,000	21.1	%
John R. Loyack(8)	—	—		2,000	21.1	%
Ralph Bruno	458	*		1,250	13.2	%
Mike Kapuscinski	431	*		1,000	10.5	%
Scott Harrison	—	—		400	4.2	%
James Andersen(9)	—	—		—	—
Vincent A. Calarco(10)	—	—		250	2.6	%
Shivanandan A. Dalvie(11)	—	—		—	—
Brian R. Hoesterey(11)	—	—		—	—
Glenn M. Fischer(11)	—	—		—	—
Christopher D. Mahan(11)	—	—		—	—
Scott B. Perper(12)	—	—		—	—
Vincent A. Sarni(10)	—	—		350	3.7	%
Julian M. Steinberg(10)	82	*		250	2.6	%
Raymond J. Terwilliger	—	—		100	1.1	%
All directors and executive officers as a group (15 persons)	7,243	8.0	%	7,600	80.0	%

*: Represents beneficial ownership of less than 1%.
(1): As used in this table, each person or entity with the power to vote or direct the disposition of units is deemed to be a beneficial owner.

(2): The Class B limited partnership units of CPG International Holdings entitle the holders thereof to share in profits of CPG International Holdings with the holders of Class A limited partnership units only after the holders of the Class A limited partnership units have received a 7% preferred return.
(3): Consists of Class A units held by investment vehicles managed by AEA Investors LLC or AEA Management (Cayman) Ltd. The address for AEA Investors LLC is 65 East 55th Street, New York, New York 10022. The address for AEA Management (Cayman) Ltd. is c/o Walkers SPV Limited, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands.
(4): The address for Wachovia Capital Partners 2005, LLC is 301 South College Street, 12th Floor, Charlotte, North Carolina 28288.
(5): Consists of Class A units held by KF Equities, a partnership whose members include Mr. James Keisling and other members of the Keisling family. The address for KF Equities is 5 Bucknell Drive, Clarks Green, Pennsylvania 18411.
(6): The address for Clearview/CP/Vycom Acquisition, LLC is 1445 East Putnam Avenue, Old Greenwich, Connecticut 06870.
(7): Includes 6,272 Class A units held by KF Equities, which may be deemed to be beneficially owned by Mr. James Keisling. The address for Mr. James Keisling is c/o CPG International I Inc., 801 Corey Street, Scranton, PA 18507.
(8): If Mr. Loyack continues his employment with us through January 1, 2007, CPG International Holdings will sell to Mr. Loyack an additional 1,000 Class B limited partnership units, or their economic equivalent, for $10.00 per unit.
(9): Does not include Class A units beneficially owned by Clearview/CP/Vycom Acquisition, LLC. Mr. Andersen serves on our board of directors as a representative of Clearview/CP/Vycom Acquisition, LLC. Mr. Andersen is the Managing Partner and co-founder of Clearview Capital, an indirect parent of Clearview/CP/Vycom Acquisition, LLC. Mr. Andersen disclaims beneficial ownership of the Class A units owned by Clearview/CP/Vycom Acquisition, LLC, except to the extent of his pecuniary interest therein.
(11): Messrs. Dalvie, Fischer, Hoesterey and Mahan serve on our board of directors as representatives of AEA Investors LLC. Messrs. Dalvie, Hoesterey and Mahan are Partners of AEA Investors LLC and Mr. Fischer is an Operating Partner of AEA Investors LLC. Messrs. Dalvie, Fischer, Hoesterey and Mahan disclaim beneficial ownership of the Class A units owned by investment vehicles managed by AEA Investors LLC and AEA Management (Cayman) Ltd., except to the extent of their respective pecuniary interests therein.
(10): Messrs. Calarco, Sarni and Steinberg serve on our board of directors as representatives of AEA Investors LLC.
(12): Does not include Class A units beneficially owned by Wachovia Capital Partners 2005, LLC. Mr. Perper serves on our board of directors as a representative of Wachovia Capital Partners 2005, LLC. Mr. Perper is a Managing Partner with Wachovia Capital Partners, LLC, an indirect parent of Wachovia Capital Partners 2005, LLC. Mr. Perper disclaims beneficial ownership of the Class A units owned by Wachovia Capital Partners 2005, LLC, except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

AEA Investors

Upon consummation of the Transaction, we entered into a management agreement with AEA Investors relating to the provision of advisory and consulting services. AEA Investors has agreed not to charge a fee for the first year following the Transaction, but thereafter will receive a $1.5 million annual fee commencing as of May 1, 2006, subject to the limitations under "Description of Notes—Certain Covenants—Limitation on Transactions with Affiliates." In consideration of services performed in connection with the Transaction and the related financings, we paid a $7 million fee to AEA Investors upon closing of the Transaction. In addition, in consideration of services performed in connection with the Santana Acquisition and the related financings, we paid a $350,000 fee to AEA Investors upon closing of the Santana Acquisition. We believe that the management agreement and the services above mentioned are or were on terms at least as favorable to us as we would expect to negotiate with unrelated third parties.

Management Equity Participation Following the Transaction

Members of our management team own Class A limited partnership units of CPG International Holdings, our indirect parent, representing approximately 10% of the total equity of CPG International Holdings and also own Class B limited partnership units of CPG International Holdings. See "Security Ownership of Certain Beneficial Owners and Management."

Wachovia Capital Markets, LLC

An affiliate of Wachovia Capital Markets, LLC, the Initial Purchaser, was an equityholder in Compression Polymers Holdings LLC and received a portion of the purchase price paid to Compression Polymers Holdings LLC as consideration for the Transaction. In addition, an affiliate of Wachovia Capital Markets, LLC is also a co-investor in CPG International Holdings in connection with the Transaction. As described below, an affiliate of Wachovia Capital Markets, LLC has one representative on our board of directors as well as one representative on the advisory board of CPG International Holdings. In addition, an affiliate of Wachovia Capital Markets, LLC is a lender and administrative agent under our senior secured revolving credit facility. Wachovia Capital Markets, LLC held all of our outstanding indebtedness that was refinanced with the proceeds from the issuance of the notes on July 5, 2005 and, accordingly, received the proceeds of that offering and fees related thereto.

Partnership Agreement and Registration Rights Agreement

A partnership agreement with respect to CPG International Holdings has been entered into among AEA Investors, Wachovia Capital Partners 2005, LLC ("Wachovia Capital"), Clearview/CP/Vycom Acquisition, LLC ("Clearview") and certain members of management. The partnership agreement contains, among other things, preemptive rights and certain restrictions on the ability of the parties thereto to freely transfer the partnership units of CPG International Holdings or shares of our stock, which may be distributed by CPG International Holdings to the partners. CPG International Holdings has an advisory board whose role is to advise and make recommendations to the general partner of CPG International Holdings (which is an affiliate of AEA Investors) with respect to the business of CPG International Holdings. The advisory board will consist of ten members, which includes seven members (Messrs. Calarco, Dalvie, Fischer, Hoesterey Mahan, Sarni and Steinberg) who are representatives of AEA Investors, one member (Mr. Perper) who is a representative of Wachovia Capital, one member (Mr. Andersen) who is a representative of Clearview and James Keisling, our Chief Executive Officer. The parties to the partnership agreement have agreed to enter into a registration rights agreement upon the distribution to the partners of shares of our stock. The registration rights agreement will provide that, upon certain conditions, the parties will have the ability

to cause us to register our securities under the Securities Act, and other parties to the registration rights agreement may participate in such registrations.

Board of Directors

The company's board of directors consists of ten members, which includes seven members (Messrs. Calarco, Dalvie, Fischer, Hoesterey, Mahan, Sarni and Steinberg) who are representatives of AEA Investors, one member (Mr. Perper) who is a representative of Wachovia Capital, one member (Mr. Andersen) who is a representative of Clearview and James Keisling, our Chief Executive Officer.

Lease and Option to Purchase

Upon the closing of the Transaction, Vycom Corp., our wholly owned subsidiary, entered into an amended lease with respect to the 308,000 square foot property located in Scranton, Pennsylvania (Keyser Avenue). The lessor and owner of the property is an entity whose owners include affiliates of Clearview and Wachovia Capital, co-investors of our company in connection with Transaction, as well as affiliates of certain members of our management team, including Mr. James Keisling, our Chief Executive Officer. The initial term of the lease is four years, and Vycom Corp. has options to extend the lease term for five additional four-year periods. Rent for the lease is paid monthly at a rate of $492,800 per year, increasing by 1% each year thereafter.

In addition, pursuant to a separate agreement with the lessor and owner of this property, CPG International has an option to purchase the property for $4 million at any time from January 1, 2006 until January 1, 2009.

Holders of Compression Polymers Holdings LLC

In 2004, notes originating in 2001 and 2002, payable to J.H. Whitney Mezzanine Fund, LP and to J.H. Whitney Market Value Fund, LP (parties related to the Predecessor shareholders) were paid in full. Total interest expense paid to related parties was $910,000 and $4,550,000 in 2004 and 2003, respectively.

The Predecessor entered into a capital lease with certain Predecessor stockholders for land, building and other personal property for a total of $1,500,000 in December 2004. This capital lease was assumed by the Successor on the closing date of the Transaction. See Note 11 to the audited consolidated financial statements included elsewhere in this prospectus.

Santana

For a description of Santana's related party transactions, see Note F, Related Party Transactions, to Santana's audited consolidated financial statements included elsewhere in this prospectus.

DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Revolving Credit Facility

In connection with the Transaction, we amended and restated our existing credit facility such that it:

•: provides for revolving credit of $40.0 million; the amount of borrowing capacity available may be limited to an amount equal to the sum of (a) 85% of our accounts receivable and (b) 60% of our inventory;
•: bears interest on outstanding principal at a fluctuating rate equal to, at our option, either the base rate plus a margin or LIBOR plus a margin per annum. The margin is subject to a leverage ratio;
•: is secured by substantially all of our present and future assets, including all equity interests of the domestic subsidiaries of CPG International and 65% of equity interests of all future fi-rst-tier foreign subsidiaries;
•: is guaranteed by CPG International and all of our domestic subsidiaries;
•: allows prepayment in whole or in part subject to applicable LIBOR or fixed rate breakage costs; and
•: matures in 2011.

Our amended and restated senior secured revolving credit facility contains negative covenants that limit our ability and the ability of our subsidiaries to, among other things:

•: incur additional indebtedness or issue guarantees;
•: grant liens;
•: make fundamental changes in our business, corporate structure or capital structure, including, among other things, entering into mergers, acquisitions and other business combinations;
•: make loans and investments;
•: enter into transactions with affiliates;
•: modify or waive material agreements in a manner that is adverse in any material respect to the lenders; or
•: prepay or repurchase subordinated indebtedness.

These covenants are subject to qualifications and exceptions. The covenants also include a financial covenant that requires us to maintain at all times a maximum total senior secured leverage ratio less than or equal to 1.5 to 1.0. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Covenant Ratios in Indenture and Senior Secured Credit Facility."

Our amended and restated senior secured revolving credit facility contains events of default that are customary for financings of this type, including, without limitation, and subject to certain exceptions, those related to:

•: default in payment of principal and interest;
•: materially incorrect representations or warranties;
•: default in observance or performance of affirmative or negative covenants;
•: cross default in the payment of specified other indebtedness;

•: specified events of bankruptcy;
•: specified ERISA events;
•: specified judgments or decrees;
•: failure of the applicable senior secured credit facilities documents or any material provisions hereof, the guarantees, security documents or any related documents to be enforceable and in full force and effect; and
•: certain change of control events.

If such an event of default occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the revolving credit facility and all actions permitted to be taken by a secured creditor.

We have entered into an amendment to our amended and restated senior secured revolving credit facility providing for, and effective upon consummation of, the Santana Acquisition.

DESCRIPTION OF NOTES

General

The notes have been issued under an indenture (the "Indenture") dated as of July 5, 2005, among us, the Guarantors and Wells Fargo Bank, N.A., as Trustee, filed as an exhibit to the registration statement of which this prospectus is a part. The following summary of the Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Trust Indenture Act of 1939, as amended (the "TIA"), and to all of the provisions of the Indenture (copies of the form of which may be obtained from us), including the definitions of certain terms therein and those terms made a part of the Indenture by reference to the TIA as in effect on the date of the Indenture. For more information, please review the Indenture, which is filed as an exhibit to the registration statement of which this prospectus is a part.

The definitions of most of the capitalized terms used in the following summary are set forth below under "—Certain Definitions." For purposes of this "Description of Notes," references to the "Company" are to CPG International I Inc. (formerly known as Compression Polymers Holding Corporation) and not to any of its Subsidiaries. For purposes of this summary, the term "Notes" refers to both:

(1): the $65.0 million aggregate principal amount of floating rate notes issued on July 5, 2005 and the $30.0 million aggregate principal amount of floating rate notes issued on April 28, 2006 (the "Senior Floating Rate Notes"); and
(2): the $150.0 million aggregate principal amount of fixed rate notes issued on July 5, 2005 (the "Senior Fixed Rate Notes").

The Senior Floating Rate Notes and Senior Fixed Rate Notes are issued as separate series but will be treated as a single class for all purposes under the Indenture and will vote together as one class.

Brief Description of the Notes

The Notes are:

•: general unsecured obligations of the Company;
•: effectively subordinated to secured obligations of the Company to the extent of the value of the assets securing such obligations;
•: equal in right of payment to all existing and future unsecured obligations of the Company that are not, by their terms, expressly subordinated in right of payment to the Notes; and
•: senior in right of payment to any future obligations of the Company that are, by their terms, expressly subordinated in right of payment to the Notes.

As of March 31, 2006, after giving pro forma effect to the Santana Acquisition, the Company would have had total Indebtedness outstanding (including the Notes) of approximately $252.0 million, which does not give effect to up to an additional $33.7 million that would have been available for borrowing under the Credit Agreement, which would be secured if borrowed. In addition, the Indenture permits the Company to incur additional Indebtedness.

The Notes were issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof. Initially, the Trustee will be acting as Paying Agent and Registrar for the Notes. The Notes may be presented for registration or transfer and exchange at the offices of the Registrar, which initially will be the Trustee's corporate trust office. We may change any Paying Agent and Registrar without notice to holders of the Notes. We will pay principal (and premium, if any) on the Notes at the Trustee's corporate office in New York, New York. At our option,

interest may be paid at the Trustee's corporate trust office or by check mailed to the registered address of Holders.

Principal, Maturity and Interest

The Senior Floating Rate Notes

We initially issued the Senior Floating Rate Notes in (x) an aggregate principal amount of $65.0 million on July 5, 2005, and (y) an aggregate principal amount of $30.0 million on April 28, 2006. An unlimited amount of additional Senior Floating Rate Notes may be issued from time to time subject to the limitations set forth under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness."

The Senior Floating Rate Notes will mature on July 1, 2012. Interest on the Senior Floating Rate Notes will accrue at a rate per annum, reset semi-annually, equal to the six-month LIBOR plus 6.75%, as determined by the calculation agent (the "Calculation Agent"), which shall initially be the Trustee, and will be payable semiannually in cash on each January 1 and July 1 to the persons who are registered Holders at the close of business on the December 15 and June 15 immediately preceding the applicable interest payment date. The LIBOR rate at January 1, 2006 was 4.71%. The $30.0 million principal amount of Senior Floating Rate Notes issued on April 28, 2006 will be part of the same class as the $65.0 million principal amount of Senior Floating Rate Notes issued on July 5, 2005 and will have the same terms as those of the Senior Floating Rate Notes issued on July 5, 2005. However, the Senior Floating Rate Notes issued on April 28, 2006 are subject to a separate registration rights agreement. Interest on the Senior Floating Rate Notes issued on July 5, 2005 was first paid on January 1, 2006. Interest on the Senior Floating Rate Notes issued on July 5, 2005 will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest on the Senior Floating Rate Notes issued on April 28, 2006 will first be payable on July 1, 2006. Interest on the Senior Floating Rate Notes issued on April 28, 2006 will accrue from and including January 1, 2006, the most recent interest payment for the Senior Floating Rate Notes issued on July 5, 2005, rather than July 5, 2005, although investors in the Senior Floating Rate Notes issued on April 28, 2006 were required to pay accrued interest through the issue date of such Senior Floating Rate Notes at the time of purchase.

The Senior Floating Rate Notes will not be entitled to the benefit of any mandatory sinking fund.

The Senior Fixed Rate Notes

We initially issued the Senior Fixed Rate Notes in an aggregate principal amount of $150.0 million on July 5, 2005. An unlimited amount of additional Senior Fixed Rate Notes may be issued from time to time subject to the limitations set forth under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness."

The Senior Floating Rate Notes will mature on July 1, 2013. Interest on the Senior Fixed Rate Notes will accrue at the rate of 10.5% per annum and will be payable semiannually in cash on each January 1 and July 1 to the persons who are registered Holders at the close of business on the December 15 and June 15 immediately preceding the applicable interest payment date. Interest on the Senior Fixed Rate Notes issued on July 5, 2005 was first paid on January 1, 2006. Interest on the Senior Fixed Rate Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance.

The Senior Fixed Rate Notes will not be entitled to the benefit of any mandatory sinking fund.

Guarantees

The Notes will be guaranteed by Holdings and each existing and future domestic Restricted Subsidiary of the Company that guarantees any of the Company's Indebtedness under any Credit Facility. The Guarantors will jointly and severally guarantee the Company's obligations under the Indenture and Notes. Each Guarantee will rank as a general unsecured senior obligation of such Guarantor. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor that is a Restricted Subsidiary of the Company without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "—Certain Covenants—Merger, Consolidation and Sale of Assets."

The Guarantee of a Guarantor will be released automatically:

(1): in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including, without limitation, by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with the applicable provisions of the Indenture;
(2): in connection with any sale of a majority of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale of such Capital Stock of that Guarantor complies with the applicable provisions of the Indenture;
(3): if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;
(4): if such Guarantor is properly designated as a Non-Guarantor Restricted Subsidiary and is not required to issue a Guarantee of the Notes pursuant to the covenant described under "—Certain Covenants—Future Subsidiary Guarantees";
(5): if a Guarantor under all Credit Facilities is released from its Guarantee pursuant to the terms of all Credit Facilities; or
(6): if the Notes are discharged in accordance with the procedures described below under "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge."

In accordance with SEC rules, separate financial statements of the Company and its subsidiary Guarantors are not included in this prospectus, but condensed, consolidating financial information is included in the notes accompanying the financial statements of Holdings included in this prospectus.

Redemption

Optional Redemption of the Senior Floating Rate Notes

Optional Redemption. The Senior Floating Rate Notes will be redeemable, at the Company's option, in whole at any time or in part from time to time, on and after July 1, 2007, upon not less than 30 and not more than 60 days' notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on July 1 of

the year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption:

Year	Percentage
2007	103.000	%
2008	102.000	%
2009 and thereafter	100.000	%

Before July 1, 2007, the Company may also redeem the Senior Floating Rate Notes, as a whole but not in part, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Floating Rate Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the date of redemption.

"Floating Rate Applicable Premium" means, with respect to any Senior Floating Rate Note on any redemption date, the greater of (i) 1.0% of the principal amount of such Senior Floating Rate Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Senior Floating Rate Note at July 1, 2007 (as set forth in the table above), plus (2) all scheduled interest payments due on such Senior Floating Rate Note from the redemption date through July 1, 2007 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Floating Rate Treasury Rate at such redemption date, plus 50 basis points over (B) the principal amount of such Senior Floating Rate Note.

"Floating Rate Treasury Rate" means, with respect to any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 1, 2007; provided, however, that if the period from such redemption date to July 1, 2007 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Floating Rate Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such redemption date to July 1, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to July 1, 2007, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the Senior Floating Rate Notes issued under the Indenture at a redemption price equal to 100% of the principal amount thereof plus a premium equal to the interest rate per annum on the Senior Floating Rate Notes applicable on the date on which notice of the redemption is given, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1): at least 65% of the principal amount of Senior Floating Rate Notes issued under the Indenture remains outstanding immediately after any such redemption; and
(2): the Company shall make such redemption not more than 120 days after the consummation of any such Equity Offering.

Optional Redemption of the Senior Fixed Rate Notes

Optional Redemption. The Senior Fixed Rate Notes will be redeemable, at the Company's option, in whole at any time or in part from time to time, on and after July 1, 2009, upon not less than 30 and not more than 60 days' notice, at the following redemption prices (expressed as percentages of the

principal amount thereof) if redeemed during the twelve-month period commencing on July 1 of the year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption:

Year	Percentage
2009	105.250	%
2010	102.625	%
2011 and thereafter	100.000	%

Before July 1, 2009, the Company may also redeem the Senior Fixed Rate Notes, as a whole but not in part, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Senior Fixed Rate Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the date of redemption.

"Senior Fixed Rate Applicable Premium" means, with respect to any Senior Fixed Rate Note on any redemption date, the greater of (i) 1.0% of the principal amount of such Senior Fixed Rate Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Senior Fixed Rate Note at July 1, 2009 (as set forth in the table above), plus (2) all scheduled interest payments due on such Senior Fixed Rate Note from the redemption date through July 1, 2009 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Senior Fixed Rate Treasury Rate at such redemption date, plus 50 basis points over (B) the principal amount of such Senior Fixed Rate Note.

"Senior Fixed Rate Treasury Rate" means, with respect to any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 1, 2009; provided, however, that if the period from such redemption date to July 1, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Senior Fixed Rate Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such redemption date to July 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to July 1, 2008, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the Senior Fixed Rate Notes issued under the Indenture at a redemption price equal to 110.5% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1): at least 65% of the principal amount of Senior Fixed Rate Notes issued under the Indenture remains outstanding immediately after any such redemption; and
(2): the Company shall make such redemption not more than 120 days after the consummation of any such Equity Offering.

"Equity Offering" means any public or private sale of Qualified Capital Stock of the Company or any direct or indirect parent entity of the Company; provided that, in the event of an Equity Offering by any direct or indirect parent entity of the Company, such parent entity contributes to the capital of the Company the portion of the net cash proceeds of such Equity Offering necessary to pay the

aggregate redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to this "Redemption" section.

Selection and Notice of Redemption

In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however:

(1): that no Notes of a principal amount of $1,000 or less shall be redeemed in part; and
(2): that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited.

Notice of redemption shall be mailed by first-class mail at least 30 and not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Change of Control

Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase.

Within 30 days following the date upon which the Change of Control has occurred or, at the Company's option, prior to such Change of Control but after it is publicly announced if a definitive agreement is in place for such Change of Control at the time of such announcement, the Company will be required to send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). If the notice is sent prior to the occurrence of the Change of Control, it may be conditioned upon the consummation of the Change of Control if a definitive agreement is in place for the Change of Control at the time of the notice of such Change of Control. Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

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If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. The Credit Agreement contains, and any future other agreements relating to other Indebtedness to which the Company becomes a party may contain, restrictions or prohibitions on the Company's ability to repurchase Notes or may provide that an occurrence of a Change of Control constitutes an event of default under, or otherwise requires payments of amounts borrowed under, those agreements. If a Change of Control occurs at a time when the Company is prohibited from repurchasing the Notes, the Company could seek the consent of its then lenders to the repurchase of the Notes or could attempt to refinance the Credit Agreement. If the Company does not obtain such consent or repay the applicable Indebtedness, it would remain prohibited from repurchasing the Notes. In that case, failure to repurchase tendered Notes would constitute an Event of Default under the Indenture and may constitute a default under the terms of other Indebtedness that the Company may enter into from time to time. In the event the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

Neither the Boards of Directors of the Company nor the Trustee, without the consent of the Holders affected thereby, may waive the covenant relating to a Holder's right to redemption upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements that have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders of Notes protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Change of Control" provisions of the Indenture by virtue thereof.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that the Company or any Restricted Subsidiary that is, or concurrently with such incurrence becomes, a Guarantor may incur Indebtedness (including Acquired Indebtedness), in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the

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receipt and application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0. The foregoing proviso is referred to as the "Coverage Ratio Exception."

Limitation on Restricted Payments. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any distribution (other than dividends or distributions payable in the Qualified Capital Stock, or in warrants, rights or options to purchase such Qualified Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock), of the Company) on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock,

(2)

purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock,

(3)

make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to:

(a): any scheduled final maturity,
(b): any scheduled or mandatory repayment or
(c): any scheduled sinking fund payment,

any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes (other than the purchase, defeasance, redemption, prepayment, decrease or other acquisition of Indebtedness subordinate or junior in right of payment to the Notes, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, defeasance, redemption, prepayment, decrease or other acquisition); or

(4): make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) (other than the exceptions set forth therein) being referred to as a "Restricted Payment") if at the time of such Restricted Payment or immediately after giving effect thereto:

(A)

a Default shall have occurred and be continuing; or

(B)

the Company is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(C)

the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined reasonably and in good faith by the Board of Directors of the Company) shall exceed the sum of, without duplication:

(i): 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned during the period beginning with the most recently ended fiscal quarter immediately prior to the Issue Date and ending on or prior to the end of the most recently ended fiscal quarter for which internal financial statements are available as of the date the Restricted Payment occurs (treating such period as a single accounting period), plus

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(ii)

100% of the aggregate net proceeds (including the fair market value of property other than cash) directly or indirectly received by or contributed to, directly or indirectly, the Company or any Restricted Subsidiary from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs of Qualified Capital Stock of the Company or any direct or indirect parent entity of the Company, including Qualified Capital Stock issued upon exercise of warrants or options or upon the merger or consolidation of any Person with the Company or any Restricted Subsidiary, plus

(iii)

the aggregate amount received by the Company or any Restricted Subsidiary from the issuance of any Indebtedness or Disqualified Capital Stock of the Company or any Restricted Subsidiary issued after the Issue Date which has been converted or exchanged for Qualified Capital Stock in either the Company or any direct or indirect parent entity of the Company, plus

(iv)

without duplication of any amounts included in clause (C)(ii) above, 100% of the aggregate net proceeds (including the fair market value of property other than cash) of any equity contribution received by the Company from a direct or indirect holder of the Company's Capital Stock subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs, plus

(v)

without duplication, an amount equal to the sum of

(x): the net reduction in Restricted Investments resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary or the receipt of proceeds by the Company or any Restricted Subsidiary from the sale or other disposition of any Restricted Investment, in each case occurring subsequent to the Issue Date and the return of capital with respect to any Restricted Investment and
(y): to the extent that any Subsidiary of the Company that has been designated an Unrestricted Subsidiary after the Issue Date is redesignated as a Restricted Subsidiary in accordance with the covenant described under "—Limitation on Designations of Unrestricted Subsidiaries" or merges into a Restricted Subsidiary or transfers its assets to a Restricted Subsidiary, the fair market value of the Investment of the Company or any Restricted Subsidiary in such Subsidiary as of the date of such redesignation, merger or transfer, as the case may be, plus

(vi)

100% of the aggregate net proceeds (including the fair market value of property) and any dividends or distributions received by the Company or any Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary of the Company or the proceeds from the sale of stock from an Unrestricted Subsidiary, to the extent that such dividends, distributions or proceeds were not otherwise included in the Consolidated Net Income of the Company for such period, plus

(vii)

in the event the Company or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company's or any Restricted Subsidiary's existing Investment in such Person that was previously treated as a Restricted Payment pursuant to this clause (C), plus

(viii)

any amount which previously qualified as a Restricted Payment pursuant to this clause (C) on account of any guarantee entered into by the Company or any

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Restricted Subsidiary; provided that such Guarantee has not been called upon and the obligation arising under such guarantee no longer exists.

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph will not prohibit:

(1)

the payment of any dividend or redemption payment within 60 days after the date of declaration of such dividend or the mailing of such irrevocable redemption notice if the dividend or redemption payment, as the case may be, would have been permitted on the date of declaration or the date of mailing of such notice;

(2)

(x) the acquisition of any shares of Capital Stock ("Retired Capital Stock") of the Company, either

(a): solely in exchange for shares of Qualified Capital Stock of the Company or
(b): through the application of net proceeds of a substantially concurrent, or within 90 days prior thereto, sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock of the Company;

(clauses (a) and (b) collectively, "Refunding Capital Stock") and

(y): the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent, or within 90 days prior thereto, sale (other than to a Restricted Subsidiary) of Refunding Capital Stock;

(3)

the acquisition of any Indebtedness of the Company that is subordinate or junior in right of payment to the Notes, either

(a)

solely in exchange for shares of Qualified Capital Stock of the Company, or

(b)

through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of

(x): shares of Qualified Capital Stock of the Company or
(y): Refinancing Indebtedness;

(4)

if no Default shall have occurred and be continuing, the purchase, repurchase, redemption, retirement or other acquisition for value by the Company of Capital Stock of the Company or options or warrants to purchase Capital Stock of the Company, stock appreciation rights or any similar equity interest in the Company and any distribution, loan or advance to any direct or indirect parent entity of the Company for the purchase, repurchase, redemption, retirement or other acquisition for value of Capital Stock of any such direct or indirect parent entity of the Company, in each case, from any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries or any direct or indirect parent entity of the Company or its authorized representatives or permitted transferees upon the death, disability, retirement or termination of employment of such current or former director, officer, employee or consultant in an aggregate amount not to exceed $5.0 million in any fiscal year (and any portion of such $5.0 million not used in any fiscal year may be carried forward to the next succeeding (but no other) fiscal years); provided, further, that such amount may be increased by an amount not to exceed

(a): the cash proceeds from the sale of Capital Stock of the Company and, to the extent contributed to the Company, Capital Stock of any direct or indirect parent entity of the Company, in each case to directors, officers, employees or consultants of the Company or any of its Subsidiaries or any direct or indirect parent entity of the Company that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such

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purchase, repurchase, redemption, retirement or other acquisition will not increase the amount available for Restricted Payments under clause (C) of the immediately preceding paragraph), plus

(b): the cash proceeds of key-man life insurance policies received by the Company or any direct or indirect parent entity of the Company (to the extent contributed to the Company) or any Restricted Subsidiary after the Issue Date; provided, further, that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any fiscal year;

(5)

the payment by the Company of Permitted Tax Distributions;

(6)

(A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) issued by the Company after the Issue Date, or

(B): the declaration and payment of dividends to a direct or indirect parent entity of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) of such parent entity issued after the Issue Date;

provided, however, that, in each case (x) after giving effect to the issuance of such Designated Preferred Stock (and the payment of dividends or distributions) on a pro forma basis, the Company would be able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception, and (y) the amount of dividends paid pursuant to this clause (6) shall not exceed the aggregate amount of cash actually contributed to the common equity capital of the Company from the sale of such Designated Preferred Stock;

(7): following the first public offering of the Company's Common Stock or the Common Stock of any direct or indirect parent entity of the Company, as the case may be, after the Issue Date, the payment of dividends on the Company's Common Stock (or the payment of dividends to any direct or indirect parent entity of the Company, as the case may be, to fund the payment by such parent entity of dividends on such entity's Common Stock) of up to 6% per annum of the gross proceeds of such public offering received by, and in the case of a public offering of any direct or indirect parent entity of the Company, contributed to the common equity capital of, the Company; provided, however, that the aggregate amount of all such dividends shall not exceed the aggregate amount of net proceeds received by the Company (or so contributed to the Company) from such public offering;
(8): the repurchase of Capital Stock of the Company deemed to occur upon (a) the non-cash exercise of stock options to the extent such Capital Stock represents a portion of the exercise price of those stock options and (b) the withholding of a portion of such Capital Stock to pay taxes associated therewith, and the purchase of fractional shares of Capital Stock of the Company or any Restricted Subsidiary arising out of stock dividends, splits or combinations or business combinations;

105

(9)

(a) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Capital Stock of the Company issued on or after the Issue Date in accordance with the covenant described under the caption "—Limitation on Incurrence of Additional Indebtedness" or (b) the declaration and payment of dividends to holders of any class or series of Disqualified Capital Stock of any direct or indirect parent entity of the Company issued on or after the Issue Date, the proceeds of which have been contributed to the Company; provided that the amount of dividends paid pursuant to this clause (9)(B) shall not exceed the aggregate amount of cash actually contributed to the common equity capital of the Company from the sale of such Disqualified Capital Stock;

(10)

any payment of dividends, other distributions or other amounts or the making of loans or advances by the Company to any direct or indirect parent entity of the Company for the purposes set forth in clauses (A) and (B) below:

(A): to pay accounting, legal, administrative and other general corporate and overhead expenses, franchise or similar taxes and other fees required to maintain such parent entity's corporate existence and to provide for other operating costs, including customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any such parent entity and to pay reasonable directors' fees and to reimburse reasonable out-of-pocket expenses of the Board of Directors of any direct or indirect parent entity of the Company, in each case related to the ownership or operation of the Company or any Restricted Subsidiaries and including to pay fees and expenses, as incurred, of an offering of such parent entity's securities or indebtedness that is not consummated, or of a registered public offering or of an acquisition which is not consummated, in each case where the proceeds of such offering or such acquisition, as the case may be, was intended to be contributed to or combined with Company or its Restricted Subsidiaries; and
(B): to pay the Sponsor those amounts payable pursuant to the Management Agreement.

(11)

any repurchase, redemption, retirement or other acquisition for value of Disqualified Capital Stock of the Company made by exchange for or out of proceeds of a substantially concurrent sale of Disqualified Capital Stock that is permitted to be incurred pursuant to the covenant described below under "—Limitation on Incurrence of Additional Indebtedness," provided any new Disqualified Capital Stock has an aggregate liquidation preference that does not exceed the aggregate liquidation preference of the amount so refinanced;

(12)

the repurchase of any Subordinated Indebtedness of the Company in the event of a Change of Control or Asset Sale pursuant to a provision similar to the provisions described under the caption "Change of Control" and "—Limitation on Asset Sales"; provided that prior to consummating any such repurchase, the Company has made the Change of Control Offer or Net Proceeds Offer, as the case may be, required by the Indenture and has repurchased all Notes validly tendered for payment in connection with such Change of Control Offer or Net Proceeds Offer, as the case may be;

(13)

any payment to the sellers of the purchase price for the Acquisition, as well as all fees and expenses related thereto, including, without limitation, the payment of fees and expenses to the Sponsor on May 10, 2005 in connection with the Acquisition and the Credit Agreement, fees and expenses related to the Refinancing Transaction, and any payments to any direct or indirect parent entity of the Company in order for any such parent entity to make such payments or distributions; and

(14)

if no Default shall have occurred and be continuing, Restricted Payments in an aggregate amount since the Issue Date not to exceed $10.0 million.

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In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (C) of the second preceding paragraph, amounts expended pursuant to clauses (1), (2)(b), (3)(b)(x) and (7) of the immediately preceding paragraph shall be included in such calculation.

For purposes of determining compliance with this covenant, in the event that a Restricted Payment permitted pursuant to this covenant or a Permitted Investment meets the criteria of more than one of the categories of Restricted Payment described in clauses (1) through (14) above or one or more clauses of the definition of Permitted Investments, the Company shall be permitted to classify such Restricted Payment or Permitted Investment on the date it is made, or later reclassify all or a portion of such Restricted Payment or Permitted Investment, in any manner that complies with this covenant, and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only one of such clauses of this covenant or of the definition of Permitted Investments.

Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company); and

(2)

at least 75% of the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and shall be received at the time of such disposition; provided, however, that the amount of:

(a): any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee in such Asset Sale and from which the Company or such Restricted Subsidiary is released (including by operation of law),
(b): any notes, securities or other obligations received by the Company or by any such Restricted Subsidiary from such transferee that are converted, sold or exchanged by the Company or by such Restricted Subsidiary into cash or Cash Equivalents within 180 days of receipt by the Company or such Restricted Subsidiary (to the extent of the cash or Cash Equivalents received) and
(c): any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $5.0 million and (y) 5% of Consolidated Net Tangible Assets of the Company at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

will be deemed to be cash for the purposes of this provision.

Upon the consummation of an Asset Sale, the Company shall apply, or cause the applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:

(1): to (i) permanently reduce Obligations under a Credit Facility (and, except in the case of revolving credit facilities, to correspondingly reduce commitments with respect thereto) or (ii) permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor,

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(2): to make an investment in Replacement Assets,
(3): to make capital expenditures in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries or in businesses reasonably related or complementary thereto ("Permitted Business"),
(4): acquire Capital Stock of a Person that is a Restricted Subsidiary or of a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon consummation of such acquisition, including by means of a merger, consolidation or other business combination permitted under the Indenture,
(5): to repay obligations under Pari Passu Indebtedness (as defined below), provided that if the Company shall so reduce obligations under such Pari Passu Indebtedness, it shall equally and ratably reduce obligations under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, the Company shall make an offer (in accordance with the procedures set forth below for a Net Proceeds Offer) to all holders of Notes to purchase its Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or
(6): a combination of prepayment and investment permitted by the foregoing clauses (1) through (5).

The Company or such Restricted Subsidiary will be deemed to have complied with its obligations under the preceding paragraphs of this covenant if it enters into a binding commitment to acquire such properties, assets or Capital Stock prior to 365 days after the receipt of the applicable Net Cash Proceeds; provided that upon any abandonment or termination of such commitment, the Net Available Proceeds not so applied shall constitute Net Cash Proceeds and be applied as set forth below.

On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth above (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date not less than 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the maximum principal amount of Notes and other Indebtedness ("Pari Passu Indebtedness") of the Company and the Guarantors that ranks pari passu in right of payment with the Notes or the Guarantees, as the case may be (to the extent required by the instrument governing such other Indebtedness), that may be purchased out of the Net Proceeds Offer Amount. Any Notes and other Indebtedness to be purchased pursuant to a Net Proceeds Offer shall be purchased pro rata based on the aggregate principal amount of Notes and such other Indebtedness outstanding and all Notes shall be purchased at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.

The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $15.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, not just the amount in excess of $15.0 million, shall be applied as required pursuant to the preceding paragraph).

In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under "Merger, Consolidation and Sale of Assets," the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets

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of the Company or its Restricted Subsidiaries deemed to be sold pursuant to the preceding sentence shall be deemed to be Net Cash Proceeds for purposes of this covenant.

Notwithstanding the preceding paragraphs of this covenant, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent:

(1): at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and
(2): the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company);

provided that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraphs of this covenant.

Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). If any portion of the Net Proceeds Offer Amount remains after consummation of a Net Proceeds Offer (such remainder constituting a "Net Proceeds Deficiency"), the Company and its Restricted Subsidiaries may use the Net Proceeds Deficiency for any purposes not otherwise prohibited by the Indenture, and the Net Proceeds Deficiency may be used to make an offer to repurchase Subordinated Indebtedness required by the terms thereof, and any repurchase of such Indebtedness shall not be deemed a Restricted Payment, notwithstanding anything else herein to the contrary. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of the Indenture by virtue thereof.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1): pay dividends or make any other distributions on or in respect of Capital Stock;
(2): make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; or
(3): transfer any of its property or assets to the Company or any other Restricted Subsidiary,

except in each case for such encumbrances or restrictions existing under or by reason of:

(a): applicable law, rule, regulation or order including of any regulatory body;

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(b): the Indenture, the Notes and any Guarantees;
(c): customary provisions restricting assignments or subletting in (x) any lease governing a leasehold interest of any Restricted Subsidiary or (y) any contracts and licenses (including, without limitation, those relating to intellectual property), in each case entered into in the ordinary course of business;
(d): any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries, which encumbrance or restriction was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition) and is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired (including, but not limited to, such Person's direct and indirect Subsidiaries);
(e): agreements existing on the Issue Date (other than the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date;
(f): the Credit Agreement or an agreement governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the Indenture; provided that, with respect to any agreement governing such other Indebtedness, the provisions relating to such encumbrance or restriction are no less favorable to the Company in any material respect, taken as a whole, than the provisions contained in the Credit Agreement as in effect on the Issue Date;
(g): restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;
(h): restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(i): Purchase Money Indebtedness or Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;
(j): provisions in joint venture agreements, partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements that restrict the transfer of ownership interests in such entity;
(k): customary restrictions on real property interests set forth in easements and similar arrangements of the Company or any Restricted Subsidiary;
(l): restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(m): encumbrances pursuant to the subordination provisions of any Indebtedness permitted to be incurred by clause (7) of the definition of "Permitted Indebtedness";
(n): encumbrances on the assets or capital stock of Foreign Subsidiaries pursuant to Indebtedness of Foreign Subsidiaries permitted to be incurred under the Indenture that are not expected to make the Company unable to make principal or interest payments on the Notes, as determined in good faith by the Company; and
(o): an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b) and (d) through (f) above and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided, however, that the provisions relating to such encumbrance or restriction

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contained in any such Indebtedness, and amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements prior to such amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing.

Limitation on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Liens securing any Indebtedness upon any property or assets of the Company or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom (other than Permitted Liens) unless effective provision for securing the Notes or, with respect to Liens on any Guarantor's property or assets, the Guarantee of such Guarantor, and:

(1): if such Lien secures Indebtedness which is subordinate in right of payment to the applicable Notes or any related Guarantee of any Guarantor, as the case may be, any such Lien shall be subordinate to the Lien granted to Holders to the same extent as such Indebtedness is subordinate in right of payment to the applicable Notes or the related Guarantee of such Guarantor, as the case may be; and
(2): in all other cases, the Notes or any related Guarantees, as the case may be, are secured on at least an equal and ratable basis.

Notwithstanding the foregoing, any Lien securing the Notes or a Guarantee granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (a) the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment of obligations under such Indebtedness), at such time as the holders of all such Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, (b) any sale, exchange or transfer to any Person other than the Company or any Restricted Subsidiary of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Lien in accordance with the terms of the Indenture, (c) in the case of a Lien on assets of a Guarantor securing a Guarantee, upon the release of such Guarantee in accordance with, the terms of the Indenture, (d) payment in full of the principal of, and accrued interest and premium on the Notes, or (e) a defeasance or discharge of the Notes in accordance with the procedures described below under "—Legal Defeasance and Covenant Defeasance" or "—Satisfaction and Discharge."

Merger, Consolidation and Sale of Assets. The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

(1)

either:

(a): the Company will be the surviving or continuing entity, or
(b): the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease,

111

conveyance or other disposition of properties and assets of the Company and of its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity")

(x): will be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, and
(y): will expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed;

(2): immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Coverage Ratio Exception;
(3): immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and
(4): the Company or the Surviving Entity shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of the Indenture and an officer's certificate that all conditions precedent in the Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Notwithstanding the foregoing clauses (1), (2), (3) and (4) the Company may merge with an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction and/or for the purpose of forming a holding company.

The Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing in which the Company is not the continuing corporation, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such Surviving Entity had been named as such and the Company will be discharged from all obligations and covenants under the Indenture and the Notes.

Each Guarantor, if any (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with the provisions of the covenant described under "—Limitation on Asset Sales"), will not,

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and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless:

(1): the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) (the "Guarantor Surviving Entity") is an entity organized and existing under the laws of the United States or any State thereof or the District of Columbia;
(2): such Guarantor Surviving Entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; and
(3): immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company need not comply with this covenant. Notwithstanding the foregoing clauses (1), (2) and (3), any Guarantor may merge with an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Guarantor in another jurisdiction, and the Guarantors may merge with an Affiliate as part of any internal reorganization.

The Indenture provides that upon any consolidation or merger in accordance with the foregoing in which such Guarantor is not the continuing corporation, the Guarantor Surviving Entity shall succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor's Guarantee with the same effect as if such Guarantor Surviving Entity had been named as such, and such Guarantor will be discharged from all obligations and covenants under the Indenture and its Guarantee.

Limitation on Transactions with Affiliates.

(1)

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) involving aggregate consideration in excess of $2.5 million with, or for the benefit of, any of its Affiliates (each, an "Affiliate Transaction"), other than:

(a): Affiliate Transactions permitted under paragraph (2) below; and
(b): Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $10.0 million will be approved by the Board of Directors of the Company, such approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $20.0 million, the Company will, prior to the consummation thereof, obtain an opinion from an Independent Financial Advisor stating that such transaction or series of related transactions are fair to the Company or to the relevant Restricted Subsidiary, as the case may be, from a financial point of view.

(2)

The restrictions set forth in paragraph (1) above shall not apply to:

(a): reasonable fees and compensation paid to and indemnity provided on behalf of, the Company's officers, directors, employees or consultants or those of any Restricted Subsidiary as determined in good faith by the Company's Board of Directors;

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(b): transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of any such transaction); provided that such transactions are not otherwise prohibited by the Indenture;
(c): amounts payable to the Sponsor pursuant to the Management Agreement as in effect on the Issue Date, which shall be no more than $1.5 million per year;
(d): any agreement or instrument as in effect as of the Issue Date or any amendment or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment or replacement thereof) so long as any such amendment or replacement agreement or instrument is, in the good faith judgment of the Board of Directors of the Company, not more disadvantageous to the Holders of Notes, taken as a whole, than the original agreement or instrument as in effect on the Issue Date;
(e): Restricted Payments and Permitted Investments permitted by the Indenture;
(f): any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments, issuance of securities or awards pursuant thereto;
(g): any issuance of Qualified Capital Stock to Affiliates;
(h): contracts or agreements with, and payments by the Company or any of its Restricted Subsidiaries to, Sponsor in connection with any financial advisory, consulting, financing, underwriting or placement services or any other investment banking, banking or similar services, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to the agreements with Sponsor in effect on the Issue Date, or (y) approved by a majority of the Board of Directors of the Company in good faith;
(i): the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights in each case to employees, directors and consultants approved by the Board of Directors;
(j): any redemption of Capital Stock held by current or former employees, directors or consultants at the time of their death, disability, termination of employment or departure from the Board of Directors for not in excess of fair market value or as otherwise contractually required;
(k): any merger, consolidation or reorganization of the Company with an Affiliate of the Company solely for the purposes of (i) reorganizing to facilitate an initial public offering of securities of the Company or any direct or indirect parent entity of the Company or (ii) reincorporating the Company in a new jurisdiction;
(l): transactions pursuant to any registration rights agreement with the stockholders of the Company or any direct or indirect parent entity of the Company, on customary terms;
(m): transactions pursuant to or contemplated by the Partnership Agreement as in effect on the Issue Date;
(n): transactions and payments of fees and expenses to the Sponsor on May 10, 2005 in connection with the Acquisition and the Credit Agreement;
(o): agreements and transactions with customers, clients, suppliers or purchasers and sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the Indenture, which are fair to the Company or its Restricted

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Subsidiaries, or are on terms, taken as a whole, at least as favorable as might reasonably have been obtained at that time from a Person who is not an Affiliate of the Company; and

(p): ordinary course transactions (including the payment of customary fees and expenses) with investment banks, commercial banks and other financial institutions in connection with investment banking, commercial banking and other financial advisory services.

Future Subsidiary Guarantees. If any Restricted Subsidiary of the Company (other than any Non-Guarantor Restricted Subsidiary if the fair market value of such Non-Guarantor Restricted Subsidiary, together with the fair market value of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $3.5 million) guarantees any of the Company's Indebtedness under any Credit Facility then such Restricted Subsidiary shall:

(1): execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture; and
(2): deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary.

Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Indenture; provided, however, that to the extent that a Subsidiary is subject to any instrument governing Acquired Indebtedness, as in effect at the time of acquisition thereof, that prohibits such Subsidiary from issuing a Guarantee, such Subsidiary shall not be required to execute such a supplemental indenture until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Indebtedness.

In addition, to the extent the collective fair market value of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $3.5 million, the Company shall cause one or more of such Non-Guarantor Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture, such that the collective fair market value of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $3.5 million.

The Guarantee of such Guarantor will rank as a general unsecured senior obligation of such Guarantor.

Reports to Holders. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish or make available to the holders of Notes, with a copy to the Trustee:

(1): beginning with the report for the quarter ended June 30, 2005, all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms and, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and
(2): following the consummation of the exchange offer contemplated by the registration rights agreement with respect to the Senior Floating Rate Notes and the Senior Fixed Rate Notes issued on July 5, 2005, the information that would be required to be included in all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports,

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in each case within the time periods specified in the Commission's rules and regulations.

In addition, following the consummation of the exchange offer contemplated by the registration rights agreement with respect to the Senior Floating Rate Notes and the Senior Fixed Rate Notes issued on July 5, 2005, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to in the first paragraph of this covenant to the Trustee and the Holders of Notes if the Company has filed such reports with the Commission via the Commission's Electronic Data Gathering, Analysis and Retrieval System (or any successor system) ("EDGAR") and such reports are publicly available.

If at any time the Notes are Guaranteed by a direct or indirect parent entity of the Company and such parent entity has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed electronically via EDGAR, the reports described herein with respect to such entity, as applicable (including any financial information required by Regulation S-X under the Securities Act relating to the Company and its Subsidiaries), the Company shall be deemed to be in compliance with the provisions of this covenant.

Limitation on Designations of Unrestricted Subsidiaries. The Company may designate any Subsidiary of the Company (other than a Subsidiary of the Company that owns Capital Stock of a Restricted Subsidiary) as an "Unrestricted Subsidiary" under the Indenture (a "Designation") only if:

(1)

no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

(2)

the Company would be permitted under the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the "Designation Amount") equal to the sum of:

(a): the fair market value of the Capital Stock of such Subsidiary owned by the Company and its Restricted Subsidiaries on such date; and
(b): the aggregate amount of other Investments of the Company and its Restricted Subsidiaries in such Subsidiary on such date; and

(3)

the Company would be permitted to incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception at the time of Designation (assuming the effectiveness of such Designation).

In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant described under "—Limitation on Restricted Payments" for all purposes of the Indenture in the Designation Amount. The Indenture further provides that the Company shall not, and shall not permit any Restricted Subsidiary to, at any time:

(1): provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including of any undertaking, agreement or instrument evidencing such Indebtedness); or
(2): be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

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The Indenture further provides that the Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if:

(1): no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and
(2): all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture.

All Designations and Revocations must be evidenced by Board Resolutions of the Company certifying compliance with the foregoing provisions.

Events of Default

The following events are defined in the Indenture as "Events of Default":

(1): the failure to pay interest on any Note when the same becomes due and payable and the default continues for a period of 30 days;
(2): the failure to pay the principal on any Note, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) on the date specified for such payment in the applicable offer to purchase;
(3): a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the covenant described under "—Certain Covenants—Merger, Consolidation and Sale of Assets," which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
(4): the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $15.0 million or more at any time;
(5): one or more judgments in an aggregate amount in excess of $15.0 million (to the extent not covered by insurance or bonded) shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and nonappealable;
(6): certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or
(7): any Guarantee of Holdings or Significant Subsidiary required pursuant to the Indenture ceases to be in full force and effect or is declared to be null and void and unenforceable or is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee required pursuant to the Indenture (other than by reason of release of a Guarantor in accordance with the terms of the Indenture).

If an Event of Default (other than an Event of Default specified in clause (6) above relating to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be

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due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (its "Acceleration Notice"), and the same shall become immediately due and payable. If an Event of Default specified in clause (6) above relating to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Notwithstanding the preceding paragraph, in the event of any Event of Default specified in paragraph (4) of the first paragraph of this section, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 45 days after such Event of Default arose,

(1): the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;
(2): the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or
(3): if the default that is the basis for such Event of Default has been cured.

The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes, as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1): if the rescission would not conflict with any judgment or decree;
(2): if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;
(3): to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;
(4): if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
(5): in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee shall have received an officer's certificate and an opinion of counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The Holders of a majority in principal amount of the Notes may waive any existing Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Under the Indenture, the Company is required to provide an officer's certificate to the Trustee within five business days after any officer obtains knowledge of any Default or Event of Default (provided that such officer shall provide such certification at least annually whether or not they know of

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any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have its obligations and the obligations of any Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

(1)

the rights of Holders to receive, solely from the funds in trust (described below), payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

(2)

the Company's obligations with respect to the Notes concerning:

•: issuing temporary Notes,
•: registration of Notes,
•: mutilated, destroyed, lost or stolen Notes, and
•: the maintenance of an office or agency for payments;

(3)

the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith; and

(4)

the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance,

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(2)

in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

(a): the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
(b): since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3): in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4): no Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);
(5): such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;
(6): the Company shall have delivered to the Trustee an officer's certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of hindering or defrauding any other creditors of the Company or others; and
(7): the Company shall have delivered to the Trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

The Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary may contain provisions that prohibit or otherwise limit the Company from exercising any such option.

Notwithstanding the foregoing, the opinion of counsel required by clauses (2)(a) and (3) above need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation:

(1): have become due and payable;
(2): will become due and payable on the maturity date within one year; or
(3): are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Company.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as set forth below and as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all Notes issued thereunder and then outstanding when:

(1)

either

(a): all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation, or
(b): all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or

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(c) are to be irrevocably called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2): the Company has paid all other sums payable by the Company under the Indenture; and
(3): the Company has delivered to the Trustee an officer's certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Modification of the Indenture

From time to time, the Company, any Guarantors and the Trustee, without the consent of the Holders, may modify, supplement or amend the Indenture to:

(1): evidence the succession of another Person to the Company, a Guarantor, or any other obligor under the Notes, and the assumption by any such successor of the covenants of the Company, such Guarantor or such obligor in the Indenture and in the Notes and any Guarantee in accordance with "—Certain Covenants—Merger, Consolidation and Sale of Assets";
(2): add to the covenants of the Company, any Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor under the Notes, as applicable, in the Indenture, in the Notes or in any Guarantee;
(3): cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Indenture, the Notes or any Guarantee;
(4): make, amend or supplement any provision under the Indenture, the Notes or any Guarantee, provided that such provisions shall not adversely affect the Holders of the Notes in any material respect;
(5): comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(6): add a Guarantor or additional obligor under the Indenture or permit any Person to guarantee the Notes and/or obligations under the Indenture;
(7): release a Guarantor as provided in the Indenture;
(8): evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture;
(9): mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company's and any Guarantor's obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to the Indenture or otherwise;

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(10): provide for the issuance of additional Notes under the Indenture in accordance with the limitations set forth in the Indenture;
(11): provide for the issuance of exchange notes pursuant to the terms of the Indenture and the Registration Rights Agreement;
(12): comply with the rules of any applicable securities depositary; or
(13): conform the text of the Indenture or the Notes to any provision of the "Description of Notes" section of the Final Memorandum.

Other modifications and amendments of the Indenture may be made with the consent of the applicable Holders of a majority in principal amount of the then outstanding applicable Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

(1): reduce the amount of Notes whose Holders must consent to an amendment;
(2): reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(3): reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefore;
(4): make any Notes payable in money other than that stated in the Notes;
(5): make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6): after the Company's obligation to purchase Notes arises under the Indenture, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto;
(7): modify or change any provision of the Indenture in any manner which subordinates the Notes in right of payment to any other Indebtedness of the Company or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor, in each case in a manner that adversely affects the Holders in any material respect; provided that subordination shall not be affected by the existence or lack thereof of a security interest or by priority with respect to a security interest; or
(8): release Holdings or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee of the Indenture otherwise than in accordance with the terms of the Indenture.

Notwithstanding the foregoing, if any amendment, waiver or other modification of the Indenture or the Notes will only affect the Senior Fixed Rate Notes or the Senior Floating Rate Notes, as the case may be, only the consent of the Holders of the then outstanding Senior Fixed Rate Notes or Senior Floating Rate Notes, as the case may be, and not the consent of both the Holders of Senior Fixed Rate Notes and the Holders of Senior Floating Rate Notes, shall be required in accordance with the preceding paragraph.

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Governing Law

The Indenture provides that it and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

The Trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company or of a Subsidiary of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

"Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, merger or consolidation; provided that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such Person becomes a Restricted Subsidiary will not be Acquired Indebtedness.

"Acquisition" means the transactions contemplated by the Stock Purchase Agreement, including any borrowings under the Credit Agreement and the offering of the Notes.

"Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. The term "Affiliate," with respect to the Company and the Guarantors, shall not include the Initial Purchaser or any of its Affiliates.

"Affiliate Transaction" has the meaning set forth under "—Certain Covenants—Limitation on Transactions with Affiliates."

"Asset Acquisition" means:

(1): an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged with or into the Company or any Restricted Subsidiary; or

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(2): the acquisition by the Company or any Restricted Subsidiary of the assets of any Person (other than a Restricted Subsidiary) which constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of:

(1): any Capital Stock of any Restricted Subsidiary; or
(2): any other property or assets of the Company or any Restricted Subsidiary;

in each case, other than in the ordinary course of business; provided, however, that Asset Sales shall not include:

(a): a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $3.0 million,
(b): the sale, lease, conveyance, disposition or other transfer of all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) as permitted under the covenant described under "—Certain Covenants—Merger, Consolidation and Sale of Assets," or any disposition that constitutes a Change of Control,
(c): the sale, lease, conveyance, disposition or other transfer of products, services, inventory or accounts receivable in the ordinary course of business and disposals or replacements of damaged, worn-out or obsolete assets or assets no longer useful in the business,
(d): an issuance of securities by a Restricted Subsidiary to the Company or another Restricted Subsidiary or the sale, lease, conveyance, disposition or other transfer by the Company or any Restricted Subsidiary of assets or property to the Company or one or more Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transactions),
(e): any transfer of property or assets or issuance of Capital Stock that is a Restricted Payment or Investment permitted to be made by the covenant described under "—Certain Covenants—Limitation on Restricted Payments" or any Permitted Investment,
(f): the sale or other disposition of cash or Cash Equivalents,
(g): a transfer of assets, by means of trade-in, of equipment owned by it and used or previously used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment,
(h): any issuance of, or disposition in connection with, directors' qualifying shares or investments by foreign nationals mandated by foreign law,
(i): the licensing or sublicensing of intellectual property or other general intangibles to the extent that such license does not prohibit the licensor from using the intellectual property and licenses, leases or subleases of other property in the ordinary course of business,
(j): a transfer of property or assets that is a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,
(k): the sale of any property in a Sale and Leaseback Transaction within one year of the acquisition of such property,

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(l): any sale or disposition deemed to occur in connection with creating, granting or exercising remedies, including foreclosure, in respect of any Liens pursuant to the covenant set forth under "—Certain Covenants—Limitation on Liens," and
(m): any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary.

"Board of Directors" means, as to any Person, the board of directors or advisory board of such Person or any duly authorized committee thereof.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary or any officer of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Business Day" means a day other than a Saturday, Sunday or other day in which commercial banking institutions (including, without limitation, the Federal Reserve System) are authorized or required by law to close in New York City.

"Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, on a balance sheet prepared in accordance with GAAP.

"Capital Stock" means:

(1): with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and
(2): with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

"Cash Equivalents" means:

(1): marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within two years from the date of acquisition thereof;
(2): marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision of any such state, commonwealth or territory or any public instrumentality thereof maturing within two years from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating from either S&P or Moody's;
(3): commercial paper or other indebtedness maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then an equivalent rating from another nationally recognized rating service);
(4): certificates of deposit, time deposits and eurodollar time deposits or bankers' acceptances maturing within two years from the date of acquisition thereof and overnight bank deposits issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million in the case of domestic banks and $100.0 million (or the dollar equivalent thereof) in the case of foreign banks;

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(5): repurchase obligations for underlying securities of the types described in clauses (1), (2) and (4) above entered into with any bank meeting the qualifications specified in clause (4) above or securities dealers of recognized national standing;
(6): United States dollars, euros, pounds sterling and local currencies held by Foreign Subsidiaries from time to time in the ordinary course of business;
(7): in the case of any investment by a Foreign Subsidiary or investments made in a country outside the United States of America, "Cash Equivalents" will also include: (i) direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or obligations fully and unconditionally guaranteed by such sovereign nation (or agency thereof) and (ii) other customarily utilized high-quality investments in the country where such Subsidiary is located or in which such investment is made; and
(8): investments in money market funds or shares of investment companies that are registered under the Investment Company Act of 1940 that invest substantially all their assets in securities of the types described in clauses (1) through (7) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1), (2) and (6) above, provided that such amounts are converted into any currency listed in clauses (1), (2) and (6) above, as promptly as practicable and in any event within ten business days following the receipt of such amounts.

"Change of Control" means the occurrence of one or more of the following events:

(1): any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture), other than to a Permitted Holder;
(2): the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture);
(3): any Person or Group, other than a Permitted Holder, shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or
(4): the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of any such Board of Directors at the beginning of such period or whose election as a member of any such Board of Directors was previously so approved.

"Change of Control Offer" has the meaning set forth under "—Change of Control."

"Change of Control Payment Date" has the meaning set forth under "—Change of Control."

"Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of, such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

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"Consolidated EBITDA" means, for any period, the sum (without duplication) of:

(1)

Consolidated Net Income for such period; and

(2)

to the extent Consolidated Net Income has been reduced thereby,

(a): all income taxes of the Company and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period,
(b): Consolidated Interest Expense for such period,
(c): Consolidated Non-cash Charges for such period less any non-cash items increasing Consolidated Net Income for such period, all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in accordance with GAAP,
(d): income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued), and
(e): amounts payable to the Sponsor pursuant to the Management Agreement as in effect on the Issue Date.

"Consolidated Fixed Charge Coverage Ratio" means the ratio of Consolidated EBITDA during the four most recent full fiscal quarters (the "Four Quarter Period") for which financial statements are available ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1): the incurrence or repayment of any Indebtedness of the Company or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business under revolving credit facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and
(2): any asset sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA attributable to the assets that are the subject of the Asset Acquisition or asset sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period, including giving effect to any Pro Forma Cost Savings.

If the Company or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if the Company or any such Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.

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In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1): any Person that is a Restricted Subsidiary on the Transaction Date will be deemed to have been a Restricted Subsidiary at all times during the Four Quarter Period;
(2): any Person that is not a Restricted Subsidiary on the Transaction Date will be deemed not to have been a Restricted Subsidiary at any time during the Four Quarter Period;
(3): Interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP; and
(4): Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis will be computed based upon the average daily balance of such Indebtedness during the applicable period.

Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio":

(1): interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and that will continue to be so determined thereafter will be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;
(2): if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and
(3): notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

"Consolidated Fixed Charges" means, with respect to the Company for any period, the sum, without duplication, of:

(1): Consolidated Interest Expense for such period; plus
(2): the amount of all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock of the Company (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period.

"Consolidated Interest Expense" means, for any period, the sum of, without duplication:

(1): the aggregate of the interest expense of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, plus
(2): the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP, less
(3): interest income for such period.

"Consolidated Interest Expense" shall exclude (x) the amortization or write-off of deferred financing fees, debt issuance costs and any expensing of bridge or other financing fees, (y) the interest attributable to market exclusivity payment liabilities and (z) any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative

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instruments pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities" or otherwise.

"Consolidated Net Income" means, with respect to the Company for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

(1): after-tax gains or losses from Asset Sales (without regard to the $3.0 million limitation set forth in the definition thereof) or abandonment or reserves relating thereto;
(2): after-tax extraordinary or nonrecurring gains or losses and any unusual or non-recurring charges (including severance, relocation costs and one-time compensation charges and including restructuring charges or reserves including costs related to closure of facilities), including any expenses, charges, gains or losses incurred in connection with any issuance of debt or equity;
(3): the cumulative effect of a change in accounting principles;
(4): solely for purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments," the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise, except to the extent that such Net Income is actually paid in cash to the Company or its Restricted Subsidiaries;
(5): the net income of any Person, other than the Company or a Restricted Subsidiary, except to the extent of cash dividends or distributions paid to the Company or to a Restricted Subsidiary by such Person;
(6): in the case of a successor to the Company by consolidation or merger or as a transferee of the Company's assets, any net income of the successor corporation prior to such consolidation, merger or transfer of assets;
(7): the amortization of any premiums, fees or expenses incurred in connection with the Refinancing Transaction, the Acquisition or any other acquisition by the Company or any of its Restricted Subsidiaries of assets or Capital Stock or any amounts required or permitted by Accounting Principles Board Opinions Nos. 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with such acquisition) and 17 (including non-cash charges relating to intangibles and goodwill) to be recorded on the Company's consolidated balance sheet, in each case in connection with the Refinancing Transaction, the Acquisition or such other acquisitions;
(8): any non-cash compensation charge arising from the grant of or issuance of stock, stock options or other equity based awards;
(9): unrealized gains and losses with respect to Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities" or otherwise;
(10): any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP, including, without limitation, the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets for such period on a consolidated basis in accordance with GAAP to the extent such non-cash expense results from such purchase accounting adjustments;
(11): fees, costs and expenses incurred by the Company or any of its Subsidiaries during any period in connection with any acquisition by the Company or any of its Subsidiaries (including the Acquisition), the Refinancing Transaction and the Exchange Offers and related transactions

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(including, without limitation, amortization of debt issuance costs, debt discount or premium and other financing fees and expenses directly relating thereto and write-offs of any debt issuance costs relating to Indebtedness being retired or repaid in connection with such acquisition, as well as bonus payments paid to employees in connection with such acquisition);

(12): any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments or amortization or write-off of deferred financing fees and any expenses of bridge or other financing fees; and
(13): any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141.

"Consolidated Net Tangible Assets" means the aggregate amount of assets of the Company (less applicable reserves and other properly deductible items) after deducting therefrom (to the extent otherwise included therein) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the books and records of the Company and the Restricted Subsidiaries on a consolidated basis and in accordance with GAAP.

"Consolidated Non-cash Charges" means, for any period, the aggregate depreciation, amortization and other non-cash expenses of the Company (including, without limitation, charges related to the impairment of intangibles) and its Restricted Subsidiaries reducing Consolidated Net Income of the Company for such period, determined on a consolidated basis in accordance with GAAP (including deferred rent but excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

"Covenant Defeasance" has the meaning set forth under "—Legal Defeasance and Covenant Defeasance."

"CPH I" means CPG International Holdings LP, formerly known as Compression Polymers Holding I LP, or any successor entity.

"Credit Agreement" means the Credit Agreement dated as of May 10, 2005 by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto in their capacities as lenders thereunder and Wachovia Bank, National Association, as agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing (including pursuant to indentures, credit facilities, or commercial paper facilities with banks, investors or institutional investors or by means of sales of debt securities to institutional investors or others), replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders or other party.

"Credit Facility" means one or more debt facilities (including, without limitation, the Credit Agreement) financings, commercial paper facilities or other debt instruments, indentures or agreements providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), notes or letters of credit, bank products or other debt obligations and, in each case, as such agreements may be amended, amended and restated, supplemented, modified, renewed, refunded, refinanced, replaced or otherwise restructured, in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) with respect to all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders or other party.

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"Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in currency values.

"Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

"Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an officers' certificate, setting forth the basis of such valuation, executed by an authorized officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

"Designated Preferred Stock" means Preferred Stock of the Company or any direct or indirect parent entity of the Company (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an officers' certificate executed by an officer of the Company or the applicable parent entity, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation provided in the covenant described under "—Certain Covenants—Limitation on Restricted Payments."

"Designation" has the meaning set forth under "—Certain Covenants—Limitation on Designations of Unrestricted Subsidiaries."

"Designation Amount" has the meaning set forth under "—Certain Covenants—Limitation on Designations of Unrestricted Subsidiaries."

"Disqualified Capital Stock" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, on or prior to the date that is 91 days after the date on which the Notes mature, unless any such obligation can only be satisfied by delivery of Capital Stock which is not Disqualified Capital Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Limitation on Restricted Payments." The amount of Disqualified Capital Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Capital Stock, exclusive of accrued dividends; provided, that any class of Capital Stock of such Person that, by its terms, authorized such Person to satisfy in full its obligations with respect to payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or other payment obligations or otherwise by delivery of Capital Stock that is not Disqualified Capital Stock, and that is not convertible, puttable or exchangeable for Disqualified Stock or Indebtedness, will not be deemed Disqualified Capital Stock so long as such Person satisfied its obligations with respect thereto solely by the delivery of Capital Stock that is not Disqualified Capital Stock.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

"fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

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Fair market value shall be determined by the Board of Directors of the Company acting reasonably and in good faith with respect to transactions in excess of $5.0 million.

"Final Memorandum" means the Company's offering memorandum, dated June 29, 2005, relating to the offering and sale of the Senior Floating Rate Notes and the Senior Fixed Rate Notes issued on July 5, 2005.

"Foreign Subsidiary" means any Restricted Subsidiary of the Company that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above.

"Four Quarter Period" has the meaning set forth under the definition of "Consolidated Fixed Charge Coverage Ratio."

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, the Public Company Accounting Oversight Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

"Guarantee" means each guarantee of the Company's obligations under the Indenture and the Notes by a Guarantor.

"Guarantor" means Holdings and each of the Company's Restricted Subsidiaries (other than Foreign Subsidiaries) that executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its Guarantee is released in accordance with the terms of the Indenture.

"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1): interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
(2): other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3): other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

"Holder" means the Person in whose name a Note is registered on the Registrar's books.

"Holdings" means CPG International Inc., formerly known as Compression Polymers Holding II Corporation, the direct parent of the Company, or any successor entity.

"incur" has the meaning set forth under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness."

"Indebtedness" means, with respect to any Person, without duplication:

(1): all Obligations of such Person for borrowed money;
(2): all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3): all Capitalized Lease Obligations of such Person;

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(4): all Obligations of such Person representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed and which is treated as indebtedness under GAAP, except any such balance that constitutes an accrued expense or trade payable, or similar obligations to trade creditors;
(5): all Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction;
(6): guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below (other than by endorsement of negotiable instruments for cancellation in the ordinary course of business);
(7): all Obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;
(8): all Interest Swap Obligations and all Obligations under currency agreements and interest swap agreements of such Person; and
(9): all Disqualified Capital Stock issued by such Person and all Preferred Stock issued by Restricted Subsidiaries of such Person with the amount of Indebtedness represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

Notwithstanding the foregoing, "Indebtedness" shall not include (1) advance payments by customers in the ordinary course of business for services or products to be provided or delivered in the future, (2) deferred taxes, (3) obligations or liabilities in respect of any Capital Stock, (4) take-or-pay obligations contained in supply agreements or (5) contingent obligations (other than with respect to borrowed money) incurred in the ordinary course of business.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Company. The amount of Indebtedness of any Person at any date shall be the outstanding balance on such date of all unconditional Obligations as described above, and the maximum liability upon the occurrence of the contingency giving rise to the Obligation, on any contingent Obligations at such date; provided, however, that the amount outstanding at any time of any Indebtedness incurred with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.

"Independent Financial Advisor" means a firm:

(1): that does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company; and
(2): that, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

"Initial Purchaser" means Wachovia Capital Markets, LLC.

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"Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

"Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution (excluding accounts receivable, trade credit, commission, travel and similar advances to officers and employees made in the ordinary course of business) to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person, in each case to the extent such item is classified as an investment on the balance sheet of such Person (excluding the footnotes) prepared in accordance with GAAP. "Investment" shall exclude extensions of trade credit by the Company and by its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, it ceases to be a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

"Issue Date" means July 5, 2005.

"Legal Defeasance" has the meaning set forth under "—Legal Defeasance and Covenant Defeasance."

"Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

"Management Agreement" means the management agreement with the Sponsor, its affiliates or designees as in effect on the Issue Date on the terms described in the Final Memorandum or pursuant to any amendment, restatement or replacement thereof to the extent that the terms of any such amendment, restatement or replacement are not, taken as a whole, disadvantageous to the holders of the Notes in any material respect.

"Management Group" means the group consisting of the directors, executive officers and other management personnel of the Company or any direct or indirect parent entity of the Company, as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Company or any direct or indirect parent entity of the Company as applicable, was approved by a vote of a majority of the directors of the Company or any direct or indirect parent entity of the Company as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Company or any direct or indirect entity of the Company, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Company or any direct or indirect parent entity of the Company, as applicable.

"Moody's" means Moody's Investors Service, Inc.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the

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form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

(1): reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, brokerage and sales commissions, fees and expenses of professional advisors, title and recordation expenses, and any relocation expenses);
(2): taxes paid or payable and any Permitted Tax Distributions related to income or gain from any Asset Sale;
(3): repayment of Indebtedness that is secured by the assets sold in the relevant Asset Sale and other Indebtedness that is required to be repaid in connection with such Asset Sale;
(4): appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and
(5): all distributions and other payments required to be made to any Person owning a beneficial interest in assets subject to sale or minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any portion of the purchase price from an Asset Sale placed in escrow (whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Sale or otherwise in connection with such Asset Sale); provided, however, that upon the termination of such escrow, Net Cash Proceeds will be increased by any portion of funds therein released to the Company or any Restricted Subsidiary.

"Non-Guarantor Restricted Subsidiary" means any Restricted Subsidiary which is not a guarantor of the Notes and which guarantees Indebtedness of the Company under any Credit Facility.

"Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages, costs, expenses and other liabilities payable under the documentation governing any Indebtedness.

"Permitted Holder" means the Sponsor and the Management Group if at such time the Management Group owns not more than 15% of the then outstanding total voting power of the Capital Stock of the Company or any direct or indirect parent company of the Company. Any person or persons whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Indebtedness" means, without duplication, each of the following:

(1): Indebtedness under (a) the Senior Floating Rate Notes issued on the Issue Date and any Guarantees thereof and (b) the Senior Fixed Rate Notes issued on the Issue Date and any Guarantees thereof;
(2): Indebtedness incurred pursuant to a Credit Facility in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $40.0 million (with letters of credit deemed to have a principal amount equal to the maximum principal liability thereunder) incurred under this clause (2) or (y) the sum of (i) 85% of the book value of the accounts receivable plus (ii) 50% of the book value of inventory of the Company and its Restricted Subsidiaries, in each case calculated on a consolidated basis and in accordance with GAAP;

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(3)

other Indebtedness (including, without limitation, Capitalized Lease Obligation and industrial revenue bonds) of the Company and its Restricted Subsidiaries outstanding on the Issue Date;

(4)

Purchase Money Indebtedness and Capitalized Lease Obligations of the Company and its Restricted Subsidiaries in an aggregate amount for all Indebtedness incurred pursuant to this clause (4) not to exceed $10.0 million outstanding at any one time;

(5)

Interest Swap Obligations and Hedging Obligations covering Indebtedness of the Company or any of its Restricted Subsidiaries outstanding on the Issue Date or thereafter entered into not for speculative purposes;

(6)

Indebtedness under Currency Agreements outstanding on the Issue Date or thereafter entered into not for speculative purposes; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7)

Indebtedness of the Company owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Company or another Restricted Subsidiary for so long as such Indebtedness is held by the Company or a Restricted Subsidiary; provided, however, that

(a): if the Company or a Guarantor is the obligor on such Indebtedness and the obligee is not the Company or any Guarantor, such Indebtedness shall be expressly subordinated pursuant to a written agreement to the prior payment in full in cash or Cash Equivalents of all Obligations on, or relating to, the Notes, in the case of the Company, or the Guarantee of such Guarantor, in the case of a Guarantor; and
(b): any event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary shall constitute the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness pursuant to this clause (7);

(8)

Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(9)

Indebtedness of the Company or any of its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, in order to provide security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;

(10)

Refinancing Indebtedness;

(11)

Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under the Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with the covenant described under "—Certain Covenants—Future Subsidiary Guarantees" to the extent applicable;

(12)

Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers' acceptances, workers' compensation claims, unemployment insurance, health, disability and other employee benefits or property, casualty or liability insurance, surety or appeal bonds, or guarantees and other obligations of a like nature, payment obligations in connection with self-insurance or similar obligations, bank overdrafts

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and the financing of insurance premiums in the ordinary course of business and any letter of credit issued in connection with the foregoing, and in any such case any reimbursement obligation in connection therewith;

(13): Indebtedness arising from agreements of the Company or a Restricted Subsidiary to provide for indemnification, adjustment of purchase price or similar obligations, earn-outs or other similar obligations, in each case, incurred in connection with the acquisition or disposition of any business, assets or a Subsidiary of the Company, or the assets or Capital Stock of a Person that is or becomes a Restricted Subsidiary of the Company in accordance with the terms of the Indenture, other than guarantees of Indebtedness of any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;
(14): Indebtedness to the extent the net proceeds thereof are promptly deposited to defease the Notes as described below under the caption "Legal Defeasance and Covenant Defeasance" or to redeem, satisfy or discharge the Notes;
(15): the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness to finance, in whole or in part, an acquisition of a business or assets consummated within 30 days of such incurrence, or Acquired Indebtedness of Persons that are acquired by the Company or any of its Restricted Subsidiaries in accordance with the terms of the Indenture; provided, that after giving effect to such acquisition and the incurrence of such Indebtedness (including any Acquired Indebtedness), the Company's Consolidated Fixed Charge Coverage Ratio would be equal to or greater than immediately prior to such acquisition; and
(16): additional Indebtedness of the Company and the Restricted Subsidiaries in an aggregate principal amount not to exceed $20.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under a Credit Facility).

For purposes of determining any particular amount of Indebtedness under the "Limitation on Incurrence of Additional Indebtedness" covenant, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included.

In the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) above or is permitted to be incurred pursuant to the Coverage Ratio Exception, under the "Limitation on Incurrence of Additional Indebtedness" covenant, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with such covenant. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (2) above, and the Company will not be permitted to reclassify any portion of such Indebtedness thereafter.

Indebtedness permitted by the "Limitation on Incurrence of Additional Indebtedness" covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock, the classification of preferred stock as Indebtedness under GAAP, and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an incurrence of Indebtedness for purposes of the covenant described under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness."

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For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

"Permitted Investments" means:

(1): Investments by the Company or any Restricted Subsidiary in any Person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Company or a Restricted Subsidiary;
(2): Investments in the Company by any Restricted Subsidiary; provided that any Indebtedness incurred by the Company evidencing such Investment by a Restricted Subsidiary that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and the Indenture;
(3): Investments in cash and Cash Equivalents;
(4): (i) loans and advances to directors, employees and officers of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business (including, without limitation, in connection with the purchase of Capital Stock by such directors, employees and officers) purposes not in excess of $5.0 million at any one time outstanding and (ii) Investments made in connection with split-dollar life insurance;
(5): Currency Agreements, Hedging Obligations and Interest Swap Obligations entered into not for speculative purposes in the Company's or a Restricted Subsidiary's businesses and otherwise in compliance with the Indenture;
(6): other Investments, including Investments in Unrestricted Subsidiaries and joint ventures, not to exceed the greater of (x) $10.0 million and (y) 10.0% of the Company's Consolidated Net Tangible Assets at any one time outstanding;
(7): Investments in securities of trade creditors or members received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or members or in good faith settlement of delinquent obligations of such trade creditors or members;
(8): Investments represented by guarantees that are otherwise permitted under the Indenture;
(9): Investments the payment for which is Qualified Capital Stock of the Company or any direct or indirect parent entity of the Company;
(10): Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an asset sale made in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales";
(11): receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business;
(12): payroll, travel, commission and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

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(13): Investments in prepaid expenses, negotiable instruments held for collection, and lease, utility, worker's compensation, performance and other similar deposits provided to third parties in the ordinary course of business;
(14): Investments in existence on the Issue Date after giving effect to the Acquisition and an Investment in any Person to the extent such Investment replaces or refinances an Investment in such Person existing on the Issue Date in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable than the Investment being renewed or replaced;
(15): any indemnity, purchase price adjustment, earnout or similar obligation benefiting the Company or any of its Restricted Subsidiaries created as a result of any acquisition or disposition of the assets of the Company or the assets or Capital Stock of a Person that is a Restricted Subsidiary or becomes a Restricted Subsidiary as a result of such transaction;
(16): Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons and progress payments made in respect of capital expenditures;
(17): repurchases of the Notes;
(18): intercompany loans, to the extent permitted by the covenant described under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness";
(19): Investments acquired in connection with (and not created in anticipation of) an acquisition otherwise permitted by the Indenture; and
(20): any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the covenant described under "—Certain Covenants—Limitation on Transactions with Affiliates" (except transactions described in clauses (e), (m) and (o) of paragraph (2) thereof).

"Permitted Liens" means the following types of Liens:

(1)

Liens existing on the Issue Date (including, without limitation, Liens securing industrial revenue bonds), to the extent and in the manner such Liens are in effect on the Issue Date, and any renewal or replacement of such Liens granted to secure a refinancing of the Indebtedness originally secured by such Lien (so long as the refinancing is permitted under the Indenture, whether or not the amount of Indebtedness is increased);

(2)

Liens securing the Notes and Guarantees;

(3)

Liens securing Indebtedness under a Credit Facility incurred pursuant to clauses (2) and (16) of the definition of "Permitted Indebtedness";

(4)

Liens in favor of the Company or any Restricted Subsidiary;

(5)

Liens securing Refinancing Indebtedness; provided that such Liens do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced;

(6)

Liens for taxes, assessments or governmental charges or claims either:

(a): not delinquent, or
(b): contested in good faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

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(7)

statutory and contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(8)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(9)

judgment Liens not giving rise to an Event of Default;

(10)

easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or of any of its Restricted Subsidiaries;

(11)

any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

(12)

purchase money Liens to finance property or assets of the Company or any Restricted Subsidiary acquired after the Issue Date; provided, however, that:

(a): the related purchase money Indebtedness shall not exceed the cost of such property or assets and shall not be secured by property or assets of the Company or any Restricted Subsidiary other than the property and assets so acquired, and
(b): the Lien securing such Indebtedness shall be created within 180 days of such acquisition;

provided, further, that such Liens may be extended for improvements to such property;

(13): Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(14): Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
(15): Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off;
(16): Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under the Indenture;
(17): Liens securing Indebtedness under Currency Agreements and Hedging Obligations;
(18): Liens securing Acquired Indebtedness incurred in accordance with the covenant described under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness"; provided that

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(a): such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary, and
(b): such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary;

(19): Liens on assets of a Non-Guarantor Restricted Subsidiary to secure Indebtedness and other obligations of such Non-Guarantor Restricted Subsidiary that is otherwise permitted under the Indenture;
(20): leases, subleases, licenses and sublicenses or real or personal property or intellectual property granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;
(21): banker's Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;
(22): Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(23): Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods; and
(24): Liens in favor or a banking institution arising by operation of law (or pursuant to the general business practice of a banking institution located outside the U.S.), encumbering deposits (including the right of set-off) held by such banking institution incurred in the ordinary course of business and which are within the general parameters customary in the banking industry.

"Permitted Tax Distributions" means

(1): in the event that the Company is treated as a corporation for applicable federal, state or local income tax purposes and is a member of a consolidated, combined or similar U.S. federal, state or local income tax group of which CPH I or another direct or indirect parent of the Company is the common parent, payments, dividends or distributions to CPH I, or another direct or indirect parent of the Company, as the case may be, in order to pay the portion of any such consolidated, combined or similar income taxes that are attributable to the income of the Company and its Subsidiaries (to the extent such taxes are not payable directly by the Company or its Subsidiaries); provided that the amount of such payments, dividends or distributions, plus the amount of any such taxes payable directly by the Company and its Subsidiaries, do not exceed the taxes that the Company and its Subsidiaries would have paid as a stand-alone group; or
(2): in the event that the Company is treated as a partnership for applicable U.S. federal, state or local income tax purposes, aggregate payments, dividends or distributions to CPH I, or any other direct parent entity of the Company, as the case may be, in an amount equal to, with respect to any taxable year of the Company, the product of (x) the highest combined U.S. federal, state (or provincial) and local statutory tax rate (after taking into account the deductibility of state (or provincial) and local income tax for Canadian federal income tax purposes) applicable to any direct (or, where the direct equity holder is a pass-through entity, indirect) equity holder of the Company, or any other direct parent entity of the Company, as

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the case may be, multiplied by (y) the taxable income of the Company (to the extent such taxes are not payable directly by the Company or its Subsidiaries).

"Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, association, trust or joint venture, joint stock company or a governmental agency or political subdivision thereof or other entity.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

"Pro Forma Cost Savings" means, with respect to any period, the reductions in costs that (1) occurred during the Four Quarter Period that are directly attributable to an asset acquisition and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act or (2) are implemented, committed to be implemented, the commencement of implementation of which has begun or reasonably expected to be implemented in good faith with respect to the business that was the subject of any such asset acquisition within six months of the date of the asset acquisition and that are supportable and quantifiable, as if, in the case of each of clauses (1) and (2), all such reductions in costs had been effected as of the beginning of such period, decreased by any non-one-time incremental expenses incurred or to be incurred during the Four Quarter Period in order to achieve such reduction in costs.

"Purchase Money Indebtedness" means Indebtedness of the Company or its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price or the cost of installation, construction or improvement of any property.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

"Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means any Refinancing by the Company or any Restricted Subsidiary of Indebtedness incurred in accordance with the Coverage Ratio Exception under the covenant described under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness" or clause (1), (3) or (10) of the definition of Permitted Indebtedness or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness incurred to pay premiums and fees in connection therewith, in each case that does not:

(1)

result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium reasonably required to be paid, plus the amount of reasonable expenses incurred by the Company or any Restricted Subsidiary in connection with such Refinancing); or

(2)

create Indebtedness with:

(a): a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced, or

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(b)

a final maturity earlier than the final maturity of the Indebtedness being Refinanced; providedthat

(x): if such Indebtedness being Refinanced is Indebtedness solely of the Company or a Guarantor, then such Refinancing Indebtedness shall be Indebtedness solely of the Company or a Guarantor, and
(y): if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

"Refinancing Transaction" means the repayment of $215.0 million of indebtedness incurred by the Company on May 10, 2005 in connection with the Acquisition with the proceeds from the issuance of the Notes on the Issue Date.

"Registration Rights Agreement" means (x) the Registration Rights Agreement dated as of July 5, 2005, for the Senior Floating Rate Notes and the Senior Fixed Rate Notes issued on the Issue Date, and (y) the Registration Rights Agreement, dated as of April 28, 2006, for the Senior Floating Rate Notes issued on April 28, 2006, in each case among the Company, the Guarantors and the Initial Purchaser.

"Replacement Assets" means assets of a kind used or usable in the business of the Company and its Restricted Subsidiaries as conducted on the date of the relevant Asset Sale or reasonably related or complementary thereto.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" means any Subsidiary of the Company that has not been designated by the Board of Directors of the Company, by a Board Resolution of the Company delivered to the Trustee, as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Designations of Unrestricted Subsidiaries." Any such Designation may be revoked by a Board Resolution of the Company delivered to the Trustee, subject to the provisions of such covenant.

"Revocation" has the meaning set forth under "—Certain Covenants—Limitation on Designations of Unrestricted Subsidiaries."

"S&P" means Standard & Poor's Ratings Service.

"Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or by such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

"Significant Subsidiary" has the meaning set forth in Rule 1-02(w) of Regulation S-X under the Securities Act, as in effect on the Issue Date.

"Sponsor" means AEA Investors LLC, AEA Management (Cayman) Ltd., AEA Investors LP, and their respective affiliates and funds managed by any of their managing directors or senior executives or entities they control.

"Stock Purchase Agreement" means the stock purchase agreement dated as of March 12, 2005, as amended, by and among Compression Polymers Holdings LLC and Holdings, Vycom Corp., Scranton Products Inc. (formerly known as Compression Polymers Corp.) and CPCapitol Acquisition Corp.

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"Subordinated Indebtedness" means Indebtedness of the Company or any Guarantor that is by its express terms subordinated or junior in right of payment to the Notes or the Guarantee of the Notes of such Guarantor, as the case may be.

"Subsidiary" means, with respect to any Person:

(1): any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or
(2): any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person;

provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a "qualifying share" of the former Person shall be deemed to be outstanding.

"Surviving Entity" has the meaning set forth under "—Certain Covenants—Merger, Consolidation and Sale of Assets."

"Unrestricted Subsidiary" means any Subsidiary of the Company designated as such pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Designations of Unrestricted Subsidiaries." Any such designation may be revoked by a Board Resolution of the Company delivered to the Trustee, subject to the provisions of such covenant.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the then outstanding aggregate principal amount of such Indebtedness into

(2)

the sum of the total of the products obtained by multiplying

(a): the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by
(b): the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

Book-Entry; Delivery and Form; Global Notes

Except as set forth below, the notes were issued in the form of one or more Global Notes (each, a "Global Note") deposited with, or on behalf of, The Depository Trust Company ("DTC") and were registered in the name of DTC or its nominee.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

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DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchaser), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

(1): upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchaser with portions of the principal amount of the Global Notes; and
(2): ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories, which are Morgan Guaranty Trust Company of New York, Brussels office, as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1): any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for

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maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

(2): any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive Notes in registered certificated form ("Certificated Notes") if:

(1): DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;
(2): the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or
(3): there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend, unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Same Day Settlement and Payment

The Company will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's registered address. The Notes represented by the Global Notes will trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS

The following summary describes the material United States federal income tax consequences and, in the case of a non-U.S. holder (as defined below), the material United States federal estate tax consequences, of purchasing, owning and disposing of the notes. This summary assumes that, upon their issuance, the notes were treated as new debt issued by us, and not as a secondary sale of notes by the Initial Purchaser. If this assumption is incorrect, the tax consequences to you may be different than those described herein.

This summary deals only with notes held as capital assets (generally, investment property) and does not deal with special tax situations such as:

•: dealers in securities or currencies;
•: traders in securities;
•: United States holders (as defined below) whose functional currency is not the United States dollar;
•: persons holding notes as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security;
•: persons subject to the alternative minimum tax;
•: certain United States expatriates;
•: financial institutions;
•: insurance companies;
•: controlled foreign corporations, passive foreign investment companies and regulated investment companies and shareholders of such corporations;
•: entities that are tax-exempt for United States federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts; and
•: pass-through entities, including partnerships and entities and arrangements classified as partnerships for United States federal tax purposes, and beneficial owners of pass-through entities.

If you are a partnership (or an entity or arrangement classified as a partnership for United States federal income tax purposes) holding notes or a partner in such a partnership, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership, and you should consult your own tax advisor regarding the United States federal income and estate tax consequences of purchasing, owning and disposing of notes.

This summary is for general information only and is not tax advice. This summary does not discuss all of the aspects of United States federal income and estate taxation that may be relevant to you in light of your particular investment or other circumstances. In addition, this summary does not discuss any United States state or local income or foreign income or other tax consequences. This summary is based on United States federal income and estate tax law, including the provisions of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), Treasury regulations, administrative rulings and judicial authority, all as in effect or in existence as of the date of this prospectus. Subsequent developments in United States federal income and estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the United States federal income and estate tax consequences of purchasing, owning and disposing of notes as set forth in this summary. Before you purchase notes, you should consult your own tax advisor regarding the particular United States federal, state and local and foreign income,

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estate and other tax consequences of acquiring, owning and disposing of the notes that may be applicable to you.

United States Holders

The following summary applies to you only if you are a United States holder (as defined below).

Definition of a United States Holder

A "United States holder" is a beneficial owner of a note that is for United States federal income tax purposes:

•: an individual citizen or resident of the United States;
•: a corporation (or other entity classified as a corporation for these purposes) created or organized in or under the laws of the United States or of any political subdivision of the United States, including any State;
•: an estate, the income of which is subject to United States federal income taxation regardless of the source of that income; or
•: a trust, if (1) a United States court is able to exercise primary supervision over the trust's administration and one or more "United States persons" (within the meaning of the Internal Revenue Code) has the authority to control all of the trust's substantial decisions, or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a "United States person."

Payments of Interest

Interest on your notes will be taxed as ordinary interest income. In addition:

•: if you use the cash method of accounting for United States federal income tax purposes, you will have to include the interest on your notes in your gross income at the time you receive the interest; and
•: if you use the accrual method of accounting for United States federal income tax purposes, you will have to include the interest on your notes in your gross income at the time the interest accrues.

Market Discount and Bond Premium

If you purchase a note at a price that is less than its principal amount, the excess of the principal amount over your purchase price will be treated as "market discount." However, the market discount will be considered to be zero if it is less than ¹/4 of 1% of the principal amount multiplied by the number of complete years to maturity from the date you purchased the note.

Under the market discount rules of the Internal Revenue Code, you generally will be required to treat any principal payment on, or any gain realized on the sale, exchange, retirement or other disposition of, a note as ordinary income (generally treated as interest income) to the extent of the market discount which accrued but was not previously included in income. In addition, you may be required to defer, until the maturity of the note or its earlier disposition in a taxable transaction, the deduction of all or a portion of your interest expense on any indebtedness incurred or continued to purchase or carry the note. In general, market discount will be considered to accrue ratably during the period from the date of the purchase of the note to the maturity date of the note, unless you make an irrevocable election (on an instrument-by-instrument basis) to accrue market discount under a constant yield method. You may elect to include market discount in income currently as it accrues (under either a ratable or constant yield method), in which case the rules described above regarding the treatment as

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ordinary income of gain upon the disposition of the note and upon the receipt of certain payments and the deferral of interest deductions will not apply. The election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the Internal Revenue Service.

If you purchase a note for an amount in excess of the amount payable at maturity of the note, you will be considered to have purchased the note with "bond premium" equal to the excess of your purchase price over the amount payable at maturity (or on an earlier call date if it results in a smaller amortizable bond premium). You may elect to amortize the premium using a constant yield method over the remaining term of the note (or until an earlier call date, as applicable). The amortized amount of the premium for a taxable year generally will be treated first as a reduction of interest on the note included in such taxable year to the extent thereof, then as a deduction allowed in that taxable year to the extent of your prior interest inclusions on the note, and finally as a carryforward allowable against your future interest inclusions on the note. The election, once made, is irrevocable without the consent of the Internal Revenue Service and applies to all taxable bonds held during the taxable year for which the election is made or subsequently acquired. You should consult your own tax advisor concerning the computation and amortization of any bond premium on your note.

Constant Yield Election

As an alternative to the above-described rules for including interest payments and any market discount in income and amortizing any bond premium, you may elect to include in gross income all interest that accrues on a note, including stated interest, any market discount (including any de minimis market discount) and adjustments for any bond premium, on the constant yield method. If such an election were made, you would be deemed to have made an election to amortize bond premium, which as discussed above applies to all debt instruments held or subsequently acquired by you. Particularly for United States holders who are on the cash method of accounting, a constant yield election may have the effect of causing you to include interest in income earlier than would be the case if no such election were made, and the election may not be revoked without the consent of the Internal Revenue Service. You should consult your own tax advisor before making this election.

Sale or Other Disposition of the Notes

Upon the sale, redemption or other taxable disposition of a note, you generally will recognize taxable gain or loss in an amount equal to the difference, if any, between:

•: the amount realized on the disposition (less any amount received that is attributable to accrued but unpaid interest, which will be taxable in the manner described above under "—Payments of Interest") and
•: your adjusted tax basis in the note.

Your adjusted tax basis in a note will generally equal the cost of the note, increased by the amount of any market discount with respect to your note previously included in your gross income, and reduced by the amount of any amortizable bond premium applied to reduce, or allowed as a deduction against, interest with respect to your note.

Your gain or loss generally will be capital gain or loss (except with respect to accrued market discount that has not previously been included in income, as discussed above under "—Market Discount and Bond Premium"). This capital gain or loss will be long-term capital gain or loss if the note has been held for more than one year at the time of the disposition.

Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income. If you are a non-corporate United States holder, your long-term capital gain generally will be subject to a

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maximum tax rate of 15%, which maximum tax rate will increase to 20% for dispositions occurring during taxable years beginning on or after January 1, 2011.

Backup Withholding and Information Reporting

United States holders of notes may be subject to information reporting and, under certain circumstances, to backup withholding on payments of interest and gross proceeds from the sale or exchange (including a redemption or a repayment) of notes. In general, "backup withholding" at a rate of 28% may apply (which rate will increase to 31% for taxable years beginning on or after January 1, 2011):

•: to any payments made to you of principal of and interest on your note, and
•: to payment of the proceeds of a sale or other disposition of your note,

if you are a non-corporate United States holder and fail to provide a correct taxpayer identification number or otherwise comply with applicable requirements of the backup withholding rules.

The backup withholding tax is not an additional tax and may be credited against your United States federal income tax liability, provided that correct information is timely provided to the Internal Revenue Service.

We will furnish annually to the Internal Revenue Service, and to record holders of the note to whom we are required to furnish such information, information relating to the amount of interest paid and the amount of tax withheld, if any, with respect to payments on the note.

Non-United States Holders

The following summary applies to you if you are a beneficial owner of a note that is for U.S. federal income tax purposes a non resident alien or a corporation, trust or estate that is not a United States holder (as defined above) (a "non-U.S. holder"). An individual may, subject to exceptions, be deemed to be a resident alien, as opposed to a non-resident alien, by among other ways being present in the United States:

•: on at least 31 days in the calendar year, and
•: for an aggregate of at least 183 days during a three-year period ending in the current calendar year, counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year.

Resident aliens are subject to United States federal income tax as if they were United States citizens.

United States Federal Withholding Tax

Under current United States federal income tax laws, and subject to the discussion below, United States federal withholding tax will not apply to payments by us or our paying agent (in its capacity as such) of principal of and interest on your notes under the "portfolio interest" exception of the Internal Revenue Code, provided that in the case of interest:

•: you do not, directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder;

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•

you are not a controlled foreign corporation for United States federal income tax purposes that is related, directly or indirectly, to us through sufficient stock ownership (as provided in the Internal Revenue Code);

•

you are not a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code;

•

such interest is not effectively connected with your conduct of a United States trade or business; and

•

you provide a signed written statement, on an Internal Revenue Service Form W-8BEN (or other applicable form) which can reliably be related to you, certifying under penalties of perjury that you are not a United States person within the meaning of the Internal Revenue Code and providing your name and address to:

(A): us or our paying agent; or
(B): a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds your notes on your behalf and that certifies to us or our paying agent under penalties of perjury that it, or the bank or financial institution between it and you, has received from you your signed, written statement and provides us or our paying agent with a copy of this statement.

The applicable Treasury regulations provide alternative methods for satisfying the certification requirement described in this section. In addition, under these Treasury regulations, special rules apply to pass-through entities and this certification requirement may also apply to beneficial owners of pass-through entities.

If you cannot satisfy the requirements of the "portfolio interest" exception described above, payments of interest made to you will be subject to 30% United States federal withholding tax unless you provide us or our paying agent with a properly executed (1) Internal Revenue Service Form W-8ECI (or other applicable form) stating that interest paid on your notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States, or (2) Internal Revenue Service Form W-8BEN (or other applicable form) claiming an exemption from or reduction in this withholding tax under an applicable income tax treaty.

United States Federal Income Tax

Except for the possible application of United States federal withholding tax (see "—Non-U.S. Holders—United States Federal Withholding Tax" above) and backup withholding tax (see "—Non-U.S. Holders—Backup Withholding and Information Reporting" below), you generally will not have to pay United States federal income tax on payments of principal of and interest on your notes, or on any gain or accrued interest realized from the sale, redemption, retirement at maturity or other disposition of your notes unless:

•: in the case of interest payments or disposition proceeds representing accrued interest, you cannot satisfy the requirements of the "portfolio interest" exception described above, or claim an exemption under an applicable income tax treaty;
•: in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or other disposition of your notes and specific other conditions are met (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by United States source capital losses, generally will be subject to a flat 30% United States federal income tax, even though you are not considered a resident alien under the Code); or

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•: the interest or gain is effectively connected with your conduct of a United States trade or business and, if required by an applicable income tax treaty, is attributable to a United States "permanent establishment" maintained by you.

If you are engaged in a trade or business in the United States and interest or gain in respect of your notes is effectively connected with the conduct of your trade or business (and, if required by an applicable income tax treaty, is attributable to a United States "permanent establishment" maintained by you), the interest or gain generally will be subject to United States federal income tax on a net basis at the regular graduated rates and in the manner applicable to a United States holder (although the interest will be exempt from the withholding tax discussed in the preceding paragraphs if you provide a properly executed Internal Revenue Service W-8ECI (or other applicable form) on or before any payment date to claim the exemption). In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% of your effectively connected earnings and profits for the taxable year, as adjusted for certain items, unless a lower rate applies to you under a United States income tax treaty with your country of residence.

United States Federal Estate Tax

If you are an individual and are not a United States citizen or a resident of the United States (as specially defined for United States federal estate tax purposes) at the time of your death, your notes generally will not be subject to the United States federal estate tax, unless, at the time of your death:

•: you directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder; or
•: your interest on the notes is effectively connected with your conduct of a United States trade or business.

Backup Withholding and Information Reporting

Under current Treasury regulations, backup withholding and information reporting will not apply to payments made by us or our paying agent (in its capacity as such) to you if you have provided the required certification that you are a non-United States holder as described in "—Non-United States Holders—United States Federal Withholding Tax" above, and provided that neither we nor our paying agent has actual knowledge that you are a United States holder (as described in "—United States Holders" above). However, we or our paying agent may be required to report to the IRS and you payments of interest on the notes and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of a treaty or agreement.

The gross proceeds from a disposition of your notes (including a redemption or repayment) may be subject to information reporting and backup withholding tax at a rate of up to 28% (which rate will increase to 31% for taxable years beginning on or after January 1, 2011). If you sell your notes outside the United States through a non-U.S. office of a broker and the sales proceeds are paid to you outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell your notes through a non-U.S. office of a broker that:

•: is a United States person (as defined in the Internal Revenue Code);
•: derives 50% or more of its gross income in specific periods from the conduct of a trade or business in the United States;

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•

is a "controlled foreign corporation" for U.S. federal income tax purposes; or

•

is a foreign partnership, if at any time during its tax year:

•: one or more of its partners are United States persons who in the aggregate hold more than 50% of the income or capital interests in the partnership; or
•: the foreign partnership is engaged in a U.S. trade or business,

unless the broker has documentary evidence in its files that you are a non-United States person and certain other conditions are met or you otherwise establish an exemption. If you receive payments of the proceeds of a sale of your notes to or through a U.S. office of a broker, the payment is subject to both U.S. backup withholding and information reporting unless you provide a Form W-8BEN certifying that you are a non-U.S. person or you otherwise establish an exemption.

You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury regulations. Any amounts withheld under the backup withholding rules from a payment to you will be allowed as a refund or credit against your United States federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

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ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the notes by (i) an "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Security Act of 1974, as amended ("ERISA")) that is subject to ERISA, (ii) a "plan" described in Section 4975 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), (iii) any entity deemed to hold "plan assets" of any of the foregoing by reason of an employee benefit plan's or plan's investment in such entity, or (iv) a governmental plan or church plan subject to applicable law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code ("Similar Law"). Each of the foregoing is referred to herein as a "Plan."

General Fiduciary Matters

ERISA imposes certain duties on persons who are fiduciaries of a Plan subject to ERISA (an "ERISA Plan"), and ERISA and the Internal Revenue Code and prohibit certain transactions involving the assets of a Plan and certain "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Internal Revenue Code.

In considering an investment of the assets of any Plan in a Note, a fiduciary of a Plan should determine whether the investment is in accordance with the documents and instruments governing such Plan and the applicable provisions of ERISA, the Internal Revenue Code or any provisions of Similar Law relating to a fiduciary's duties to such Plan, including without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Internal Revenue Code and any Similar Law.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit Plans from engaging in specified transactions involving plan assets with persons or entities who are parties in interest or disqualified persons, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Internal Revenue Code. The acquisition and/or holding of a Note by an ERISA Plan with respect to which we are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Internal Revenue Code, unless the Note is acquired and held in accordance with an applicable statutory or administrative prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or "PTCEs," that may apply to the acquisition and holding of a Note. These class exemptions include, without limitation, PTCE 84-14, relating to transactions effected by independent qualified professional asset managers, PTCE 90-1, relating to investments by insurance company pooled separate accounts, PTCE 91-38, relating to investments by bank collective investment funds, PTCE 95-60, relating to investments by life insurance company general accounts, and PTCE 96-23, relating to transactions directed by in-house asset managers, although there can be no assurance that the conditions of any such exemptions will be satisfied.

Governmental plans and church plans that are subject to Similar Law may purchase or hold a Note only in compliance with such Similar Law, including any applicable statutory or administrative prohibited transaction exemption available under such Similar Law.

Deemed Representation

Because of the foregoing, the notes should not be purchased or held by any person investing assets of any Plan, unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA and the Internal Revenue Code or a violation of any Similar Law. Accordingly, by its

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acceptance of a note, each purchaser and subsequent transferee of a note will be deemed to represent and warrant that either (i) it is not using assets of a Plan to purchase or hold a Note, or (ii) its purchase and holding of a note, throughout the period that it holds such note, does not and will not constitute a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Internal Revenue Code or under any provisions of Similar Law.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing or holding a note on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Internal Revenue Code and any Similar Law to such investment and whether an exemption would be applicable to the purchase or holding of a note.

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PLAN OF DISTRIBUTION

This prospectus is to be used by Wachovia Capital Markets, LLC in connection with offers and sales of the notes in market-making transactions effected from time to time. Wachovia Capital Markets, LLC may act as principal or agent in such transactions. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any of the proceeds from such sales.

Wachovia Capital Partners 2005, LLC, a private equity fund affiliated with Wachovia Capital Markets, LLC, owns 15.1% of the outstanding class A units of CPG International Holdings, our indirect parent company. See "Security Ownership and Certain Beneficial Owners and Management." Under the registration rights agreements that we entered into when the notes were initially sold pursuant to Rule 144A and Regulation S under the Securities Act, we agreed to file a "market-making" prospectus in order to allow Wachovia Capital Markets, LLC to engage in market-making activities for the notes after completion of the exchange offer. Wachovia Capital Markets, LLC, acted as Initial Purchaser in the sale of the notes on July 5, 2005 and April 28, 2006, and received customary fees in connection therewith. Wachovia Bank, National Association, an affiliate of the Initial Purchaser, is a lender and administrative agent under our senior secured revolving credit facility. Wachovia Bank, National Association has received customary fees for its services in such capacity. In addition, an affiliate of the Initial Purchaser acted as M&A advisor in connection with the Transaction and received an advisory fee upon consummation of the Transaction. An affiliate of the Initial Purchaser was an equityholder in Compression Polymers Holdings LLC and received a portion of the purchase price paid to Compression Polymers Holdings LLC as consideration for the Transaction. In addition, Wachovia Capital Markets, LLC and its affiliates may in the future engage in commercial banking, investment banking or other financial advisory transactions with us and our affiliates.

We have been advised by Wachovia Capital Markets, LLC that, subject to applicable laws and regulations, it currently intends to make a market in the notes following the completion of the exchange offer. However, Wachovia Capital Markets, LLC is not obligated to do so, and any such market-making may be interrupted or discontinued at any time without notice.

We and Wachovia Capital Markets, LLC have entered into registration rights agreements with respect to the use by Wachovia Capital Markets, LLC of this prospectus. Pursuant to such agreements, we agreed to indemnify Wachovia Capital Markets, LLC against certain liabilities, including liabilities under the Securities Act and to contribute to payments which Wachovia Capital Markets, LLC might be required to make in respect thereof.

In connection with the closing of the Transaction, AEA Investors, Wachovia Capital Partners 2005, Clearview/CP/Vycom Acquisition, LLC and certain members of management entered into a partnership agreement with respect to CPG International Holdings. Pursuant to the partnership agreement, Wachovia Capital Partners 2005, LLC has the right to designate one representative on our board of directors as well as one representative on the advisory board of CPG International Holdings. Mr. Scott B. Perper, a Managing Partner with Wachovia Capital Partners, LLC, serves on our board of directors as the representative of Wachovia Capital Partners 2005, LLC. See "Certain Relationships and Related Party Transactions."

157

WHERE YOU CAN FIND MORE INFORMATION

We and the guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the notes. As allowed by SEC rules, this prospectus, which is a part of the registration statement, omits certain information included in that registration statement and the exhibits thereto. For further information with respect to us and the notes, we refer you to the registration statement, including all amendments, supplements, schedules and exhibits thereto.

We are not currently subject to the informational requirements of the Securities Exchange Act of 1934, as amended. However, under the indenture for the notes, we have agreed to furnish or make available to holders of the notes (a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, and (b) the information required to be included in all current reports that would be required to be filed with the SEC on Form 8-K, in each case, within the time periods specified in the SEC's rules and regulations. In addition, as a result of the offering of the notes, we will become subject to the informational requirements of the Exchange Act, which permits CPG International to file reports and other information in lieu of us. In accordance therewith, CPG International, and not CPG International I Inc., will file reports and other information with the SEC (unless the SEC will not accept such a filing).

In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

You may read and copy any document we file or furnish with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC's Internet site at http://www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

CPG International I Inc.
801 Corey Street
Scranton, PA 18505
Attention: Chief Financial Officer
(570) 346-8797

158

LEGAL MATTERS

The validity of the notes offered hereby and the guarantees thereof will be passed on for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York.

EXPERTS

The consolidated balance sheets of CPG International, Inc., formerly known as Compression Polymers Holding II Corporation, and Subsidiaries (the "Successor") as of December 31, 2005 and Compression Polymers Holdings LLC and Subsidiaries (the "Predecessor") as of December 31, 2004 and the related consolidated statements of operations, shareholder's equity and cash flows of the Successor for the period May 11, 2005 to December 31, 2005 and of the Predecessor for the period January 1, 2005 to May 10, 2005 and for each of the two years in the period ended December 31, 2004, included in this prospectus and elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Santana Holdings Corp. and Subsidiary as of and for the year ended December 31, 2005 have been audited by Grant Thornton LLP, independent certified public accountants, as stated in their report appearing herein and elsewhere in the registration statement, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

159

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CPG INTERNATIONAL INC. (FORMERLY KNOWN AS COMPRESSION POLYMERS HOLDING II CORPORATION) AND SUBSIDIARIES
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets, December 31, 2005 and 2004		F-3
Consolidated Statements of Operations, periods May 11, 2005 to December 31, 2005, and January 1, 2005 to May 10, 2005 and years ended December 31, 2004 and 2003		F-4
Consolidated Statements of Shareholders' Equity, periods May 11, 2005 to December 31, 2005 and January 1, 2005 to May 10, 2005, and years ended December 31, 2004 and 2003		F-5
Consolidated Statements of Cash Flows, periods May 11, 2005 to December 31, 2005 and January 1, 2005 to May 10, 2005, and years ended December 31, 2004 and 2003		F-6
Notes to Consolidated Financial Statements, years ended December 31, 2005, 2004 and 2003		F-7
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets, March 31, 2006 and December 31, 2005		F-39
Condensed Consolidated Statements of Operations, three months ended March 31, 2006 and 2005		F-40
Condensed Consolidated Statements of Cash Flows, three months ended March 31, 2006 and 2005		F-41
Notes to Condensed Consolidated Financial Statements, three months ended March 31, 2006 and 2005		F-42
SANTANA HOLDINGS CORPORATION AND SUBSIDIARY
Audited Consolidated Financial Statements:
Report of Independent Certified Public Accountants		F-61
Consolidated Balance Sheet, December 31, 2005		F-62
Consolidated Statement of Income, year ended December 31, 2005		F-63
Statement of Stockholder's Equity, year ended December 31, 2005		F-64
Statement of Cash Flows, year ended December 31, 2005		F-65
Notes to Consolidated Financial Statements, year ended December 31, 2005		F-66
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets, March 31, 2006 and December 31, 2005		F-75
Condensed Consolidated Statements of Operations, three months ended March 31, 2006 and 2005		F-76
Condensed Consolidated Statements of Cash Flows, three months ended March 31, 2006 and 2005		F-77
Notes to Condensed Consolidated Financial Statements, three months ended March 31, 2006 and 2005		F-78

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
CPG International Inc. (formerly known as Compression Polymers Holding II Corporation)
And Subsidiaries

We have audited the accompanying consolidated balance sheets of CPG International Inc. (formerly known as Compression Polymers Holding II Corporation) and Subsidiaries (the "Successor") as of December 31, 2005 and Compression Polymers Holdings LLC and Subsidiaries (the "Predecessor") as of December 31, 2004 (collectively, the "Companies") and the related consolidated statements of operations, shareholder's equity, and cash flows of the Successor for the period May 11, 2005 to December 31, 2005 and of the Predecessor for the period January 1, 2005 to May 10, 2005 and for each of the two years in the period ended December 31, 2004. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Companies are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Successor as of December 31, 2005 and the Predecessor as of December 31, 2004 and the results of the Successor's operations and cash flows for the period May 11, 2005 to December 31, 2005 and of the Predecessor's operations and cash flows for the period January 1, 2005 to May 10, 2005 and for each of the two years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP
Philadelphia, PA
March 17, 2006
(April 28, 2006 as to Note 15)

F-2

CPG INTERNATIONAL INC.
F/K/A COMPRESSION POLYMERS HOLDING II CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
(Dollars in thousands)

			Successor			Predecessor
			2005			2004
ASSETS
Current assets:
Cash and cash equivalents			$	14,785		$	2,697
Receivables:
	Trade, less allowance for doubtful accounts of $820 and $681 in 2005 and 2004, respectively			14,769			13,824
	Income taxes			1,743			1,991
Inventories				44,691			47,921
Deferred income taxes				3,313			943
Prepaid expenses and other				4,726			4,338

		Total current assets		84,027			71,714
Property and equipment—net				70,749			33,322
Goodwill				213,682			93,172
Intangible assets—net				86,611			165
Deferred financing costs—net				9,849			924
Interest rate swaps				—			1,240

Total			$	464,918		$	200,537

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable—primarily trade			$	34,014		$	16,855
Current portion of long-term debt				71			1,341
Accrued interest				11,088			—
	Accrued expenses			6,032			3,158

		Total current liabilities		51,205			21,354
Deferred income taxes				39,725			6,050
Capital lease obligation				1,517			1,500
Long-term debt—less current portion				215,014			141,076
Commitments and Contingencies
Shareholder's equity:
Preferred units, $— 0- par value; 968,333 units authorized, issued and outstanding in 2004				—			—
Common shares, $-0- par value: 1,000 units authorized; 10 issued and outstanding at December 31, 2005; Common units, $0.01 per unit par value: 65,000 units authorized; issued and outstanding 2004				—			—
Additional paid-in capital				165,066			28,700
Deferred compensation				—			(945	)
Retained (deficit) earnings				(7,609	)		2,045
Accumulated other comprehensive income, net of deferred tax expense of $484 in 2004				—			757

		Total shareholder's equity		157,457			30,557

Total			$	464,918		$	200,537

See notes to consolidated financial statements.

F-3

CPG INTERNATIONAL INC.
F/K/A COMPRESSION POLYMERS HOLDING II CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
DECEMBER 31, 2005, 2004 AND 2003
(Dollars in thousands)

		Successor			Predecessor
								Year Ended December 31,
		Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31,
		Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			2004			2003
Net sales		$	140,672		$	81,931		$	171,060		$	136,284
Cost of sales			(113,076	)		(58,854	)		(121,121	)		(97,240	)

Gross margin			27,596			23,077			49,939			39,044
Selling, general and administrative expenses			(18,870	)		(21,905	)		(20,451	)		(17,111	)

Operating income			8,726			1,172			29,488			21,933
Other expenses:
	Interest expense, net of interest income ($118 and $46 for the periods of May 11 to December 31, 2005 and January 1 to May 10, 2005 and $51 and $77 in 2004 and 2003, respectively)		(21,175	)		(1,860	)		(14,082	)		(10,119	)
Other income (expense), net			158			(384	)		(266	)		(5	)

	Total other (expenses), net		(21,017	)		(2,244	)		(14,348	)		(10,124	)

(Loss) income before income taxes			(12,291	)		(1,072	)		15,140			11,809
Income tax benefit (expense)			4,682			(3,060	)		(5,870	)		(4,531	)

Net (loss) income		($	7,609	)	($	4,132	)	$	9,270		$	7,278

See notes to consolidated financial statements.

F-4

CPG INTERNATIONAL INC.
F/K/A COMPRESSION POLYMERS HOLDING II CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
PERIOD MAY 11, 2005 TO DECEMBER 31, 2005,
PERIOD JANUARY 1, 2005 TO MAY 10, 2005
AND YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
(Dollars in thousands)

	Common Units				Preferred Units			Additional Paid-in Capital			Deferred Compensation			Accumulated Other Comprehensive Income (Loss)
Predecessor	Units Outstanding		.01 Par Value		Units Outstanding	No Par Value											Retained Earnings			Total Shareholder's Equity
Balance—December 31, 2002	37		$	—	910	$	—	$	63,695		$	(1,041	)	$	(1,190	)	$	3,377		$	64,841

Issuance of restricted common units	22			—					644			(644	)								—
Derivative income, net of deferred tax expense of $408															666						666
Net income																		7,278			7,278

Comprehensive income																					7,944
Market value adjustment to restricted common units									82			(82	)								—

Balance—December 31, 2003	59		$	—	910	$	—	$	64,421		$	(1,767	)	$	(525	)	$	10,656		$	72,785

Derivative income, net of deferred tax expense of $804															1,282						1,282
Net income																		9,270			9,270

Comprehensive income																					10,552
Preferred unit distribution									(35,119	)								(17,881	)		(53,000	)
Compensation expense recorded on vested restricted units												219									219
Issuance of preferred units					58		—		1												1
Issuance of restricted common units	5			—					132			(132	)								—
Forfeiture of restricted common units	(3	)		—					(74	)		74									—
Market value adjustment to restricted common units									(661	)		661									—

Balance—December 31, 2004	61		$	—	968	$	—	$	28,700		$	(945	)	$	757		$	2,045		$	30,557

Derivative income, net of deferred tax expense of $80.															129						129
Realized derivative income															(886	)					(886	)
Net loss																		(4,132	)		(4,132	)

Comprehensive loss																					(4,889	)
Compensation expense recorded on vested restricted units									12,800												12,800
Market value adjustment to restricted common units									176			(143	)								33

Balance—May 10, 2005	61		$	—	968	$	—	$	41,676		$	(1,088	)	$	—		$	(2,087	)	$	38,501

	Common Shares
	Common Shares							Accumulated Other Comprehensive Income
Successor	Shares Outstanding	No Par Value		Additional Paid-in Capital		Deferred Compensation		Accumulated Other Comprehensive Income		Retained Earnings			Total Shareholder's Equity
Balance—May 10, 2005	—	$	—	$	—	$	—	$	—	$	—		$	—
Initial capital contribution—Acquisition	10		—	$	165,000									165,000
Additional paid-in capital	—		—		66									66
Net loss and comprehensive loss	—										(7,609	)		(7,609	)

Balance—December 31, 2005	10	$	—	$	165,066	$	—	$	—	$	(7,609	)	$	157,457

See notes to consolidated financial statements.

F-5

CPG INTERNATIONAL INC.
F/K/A COMPRESSION POLYMERS HOLDING II CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Dollars in thousands)

					Successor			Predecessor
					Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004			Year Ended December 31, 2003
Cash flows from operating activities:
	Net (loss) income				$	(7,609	)	$	(4,132	)	$	9,270		$	7,278
	Adjustments to reconcile net income to net cash provided by operating activities:
		Interest accretion on subordinated debt				—			—			39			236
		Depreciation and amortization				7,389			2,171			7,333			6,443
		Amortization of deferred financing fees classified as interest				989			—			258			742
		Write off of deferred financing fees to interest				5,252			—			3,377			—
		Deferred income tax provision				(4,868	)		(414	)		2,341			2,968
		Vesting of restricted units				—			12,800			219			—
		Change in certain assets and liabilities:
			Trade receivables			3,461			(4,687	)		520			(1,126	)
			Inventories			(886	)		2,398			(12,774	)		(5,441	)
			Prepaid expenses and other			(3,540	)		1,006			(1,605	)		(239	)
			Accounts payable—primarily trade			16,214			(720	)		4,244			8,069
			Income taxes, net			—			—			(3,517	)		1,527
			Accrued expenses			6,723			3,538			746			(118	)

				Net cash provided by operating activities		23,125			11,960			10,451			20,339

Cash flows from investing activities:
	Purchases of property and equipment					(17,295	)		(4,489	)		(7,299	)		(7,402	)
	Acquisition, net of cash received					(212,756	)		—			—			1,550

			Net cash used in investing activities			(230,051	)		(4,489	)		(7,299	)		(5,852	)

Cash flows from financing activities:
	Payment of Predecessor long-term debt					(140,214	)		—			—			—
	Proceeds from the issuance of long-term debt					440,000			—			146,171			101
	Payments on long-term debt					(220,034	)		(3,820	)		(97,378	)		(11,919	)
	Preferred unit contributions (distributions)					—			509			(53,000	)		—
	Payments of transaction costs					(24,964	)		—			(798	)		—
	Payments on revolving credit facility					(5,000	)		—			—			—
	Additional paid in capital proceeds					165,066			—			—			—
	Proceeds from the issuance of restricted common units					—			—			1			1

			Net cash provided by (used in) financing activities			214,854			(3,311	)		(5,004	)		(11,817	)

Net increase (decrease) in cash and cash equivalents						7,928			4,160			(1,852	)		2,670
Cash and cash equivalents—beginning of period						6,857			2,697			4,549			1,879

Cash and cash equivalents—end of period					$	14,785		$	6,857		$	2,697		$	4,549

Supplemental disclosures:
	Cash paid for interest				$	20,799		$	1,756		$	8,858		$	9,272

	Federal, state and local taxes paid				$	1,432		$	—		$	5,427		$	59

	Change in fair value of interest rate swap agreement, net of deferred tax expense of $805 and $408 in 2004 and 2003, respectively				$	—		$	—		$	1,282		$	665

	Excess of formula value from issuance of restricted common units				$	—		$	—		$	131		$	644

	Increase (decrease) in formula value of restricted common units				$	—		$	176		$	(661	)	$	82

	Acquisition of building by execution of a capital lease obligation				$	—		$	—		$	1,500		$	—

See notes to consolidated financial statements.

F-6

CPG INTERNATIONAL INC.
F/K/A COMPRESSION POLYMERS HOLDING II CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements and the accompanying notes are prepared in accordance with generally accepted accounting principles and the rules of the Securities and Exchange Commission (the "SEC"). They include the accounts of CPG International Inc. (formerly known as Compression Polymers Holding II Corporation) and Subsidiaries on a consolidated basis (the "Successor"). All significant intercompany transactions have been eliminated in consolidation.

On May 10, 2005, the Successor consummated the acquisition (the "Acquisition") of all the equity interests of the operating subsidiaries of Compression Polymers Holdings LLC, a Delaware limited liability company (the "Predecessor"). CPG International I Inc., formerly known as Compression Polymers Holding Corporation, a Delaware corporation ("CPG") and the Successor were each formed by AEA Investors LLC and its affiliates ("AEA Investors") for the purpose of the Acquisition. Compression Polymers Holdings LLC sold all of the equity interests of its operating subsidiaries to the Successor in connection with the Acquisition.

All references herein to the "Company" mean (1) the Predecessor for periods ending on or prior to May 10, 2005, and (2) the Successor for periods beginning after May 10, 2005.

As a result of the Acquisition and resulting change in control and change in historical cost basis of accounting, the Company is required to present separately the operating results for Predecessor periods up to and including the closing date of the Acquisition (May 10, 2005) and the Successor periods following the closing date of the Acquisition (May 11, 2005 through December 31, 2005). The financial statements and operating results identified as belonging to the Predecessor are those of Compression Polymers Holdings LLC, the parent entity existing for all periods shown prior to the completion of the Acquisition. For the period beginning after the Acquisition, the financial statements and operating results presented herein are those of the Successor. The Successor has guaranteed the debt securities of CPG, and, as a result, although CPG is the issuer of the debt securities, as required by SEC rules, the financial statements included herein for periods beginning after the Acquisition are that of the Successor, unless otherwise noted. The Successor has no interests, operations or activities other than through its ownership of 100% of CPG and, accordingly, the financial statements of CPG would be substantially similar to those of the Successor included herein. See Note 14 for condensed consolidating financial information for the Company, CPG and its subsidiaries.

See Note 3 for further discussion concerning the Acquisition of the Predecessor.

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"), as amended by SAB 101A, SAB 101B and SAB 104. SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Revenues are recognized at the time product is shipped to the customer and title transfers.

F-7

The Company accrues for sales returns, discounts and other allowances based on a current evaluation of experience based on the stated terms of the transactions. Should actual experience differ from estimates, revisions to the liability recorded would be required.

Advertising Costs

Advertising costs primarily relate to trade publication advertisements, cooperative advertising and product brochures. Such costs are expensed as incurred and included in selling, general and administrative expenses. Total advertising expenses were approximately $3,190,000 for the period of January 1, 2005 through May 10, 2005 and $4,631,000 for the period of May 11, 2005 through December 31, 2005. Total advertising expenses were approximately $5,520,000 and $3,111,000 for the years ended December 31, 2004 and 2003, respectively.

Shipping and Handling Costs

The Company includes all shipping and handling costs as cost of sales. Freight billed to customers is recorded in net sales.

Allowance for Doubtful Accounts

Credit is extended to commercial, institutional, residential and industrial construction customers based on an evaluation of their financial condition and collateral is generally not required. The evaluation of the financial condition is performed to reduce the risk of loss. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Amounts are written-off when they are determined to be uncollectible.

Cash and Cash Equivalents

All liquid investments with maturities of three months or less at the date of purchase are considered cash equivalents.

Inventories

Inventories consist of raw materials (mainly, petrochemical resin) and finished goods. Inventories are valued at the lower of cost or market, determined on a first-in, first-out basis (FIFO).

Vendor Rebates

Certain vendor rebates and incentives are earned by the Company only when a specified level of annual purchases are achieved. The Company accounts for vendor rebates in accordance with EITF 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. EITF 02-16 states that a rebate or refund of a specified amount of cash consideration that is payable pursuant to a binding arrangement (only if a customer completes a specified cumulative level of purchases), should be recognized as a reduction of the cost of sales based on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions that results in progress by the customer toward earning the rebate or refund, provided the amounts are probable and reasonably estimable. The Company records such incentives during interim periods based on actual

F-8

results achieved on a year-to-date basis and the Company's expectation that purchase levels will be obtained to earn the rebate. The amounts are recorded as a reduction to cost of sales based on the purchase volume and inventory turns during the interim period.

Product Warranties

The Company provides a 15-year limited warranty on Comtec products and a 25-year limited warranty on AZEK products. The Comtec product warranty guarantees against breakage, corrosion and delamination. AZEK products are guaranteed against manufacturing defects that cause the products to rot, corrode, delaminate, or excessively swell from moisture.

Components of the reserve for warranty costs for the year ended December 31, 2004 and for the period January 1, 2005 to May 10, 2005 are as follows:

	(Dollars in thousands)
Ending balance—December 31, 2003	$	—
Additions related to fiscal 2004 sales		720

Warranty costs incurred in fiscal 2004		(720	)
Ending balance — December 31, 2004		—
Additions related to January 1, 2005 to May 10, 2005 sales		2,010
Warranty costs incurred through May 10, 2005		(224	)

Ending balance—May 10, 2005	$	1,786

Components of the reserve for warranty costs for the period May 11, 2005 to December 31, 2005 are as follows:

	(Dollars in thousands)
Beginning balance—May 11, 2005	$	1,786
Additions related to May 11 through December 31, 2005 sales		450
Warranty costs incurred from May 11 through December 31, 2005		(450	)

Ending balance—December 31, 2005	$	1,786

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Construction in progress is also recorded at cost and includes capitalized interest and capitalized payroll costs and related costs such as taxes, retirement costs and other fringe benefits. Major additions and betterments are capitalized and depreciated over their estimated useful lives. Items considered repair and/or maintenance are charged to operations in the year incurred. Depreciation for financial reporting

F-9

purposes is computed using the straight-line method over the estimated useful lives of the assets, as follows:

Land improvements		10 years
Building and improvements		20-40 years
Manufacturing equipment		7 years
Office furniture and equipment		3-5 years

The Company regularly assesses the recoverability of its long-lived assets used in operations whenever events or changes in circumstances indicate that the assets may be impaired and the undiscounted future cash flows estimated to be generated by these assets are less than the assets' net book value. If impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount. At December 31, 2005 and 2004, the Company concluded that no impairment to the carrying value of its long-lived assets exists.

Deferred Financing Costs

The Company had recorded deferred financing costs incurred in conjunction with its debt obligations. These costs are capitalized and then amortized over the lives of the associated debt to interest expense. Total deferred financing costs, net of accumulated amortization at December 31, 2005 and 2004 were $9,849,000 and $924,000, respectively.

Goodwill and Intangible Assets

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, and no longer amortizes goodwill or intangible assets such as trademarks. Goodwill and non-amortizable intangibles are evaluated annually to determine the recoverability of carrying amounts. The evaluation, based on various analyses including cash flow and profitability projections, addresses the impact on the existing Company business. The evaluation necessarily involves significant management judgment. The Company has determined that no impairment of goodwill or other intangibles exists at December 31, 2005 and 2004. The Company amortizes the following intangible assets: Customer relationships (over 10 years); non-compete agreements (over 5 years) and proprietary knowledge (over 15 years). See Note 6 for more detail regarding goodwill and intangible assets.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income reports a measure of accumulated changes in equity of the Company that resulted from transactions and other economic events other than transactions with shareholders as prescribed by FASB Statement No. 130, Reporting Comprehensive Income. The main component of other comprehensive income that relates to the Company is unrealized gains and losses on hedging activities. The Company had no such items for the periods ended in 2005. The Predecessor had a loss associated with changes in the fair value of an interest rate swap for the years ended December 31, 2004 and 2003 of $1,282,000 and $666,000, net of deferred taxes of $805,000 and $408,000, respectively, as well as an unrealized gain of $129,000, net of deferred taxes of $80,000 for the period of January 1, 2005 to May 10, 2005.

F-10

The following table provides an overview of comprehensive income (loss) for the periods indicated.

(Dollars in thousands)		Period May 11, 2005 to December 31, 2005			Period January 1, 2005 to May 10, 2005			Year Ended December 31, 2004			Year Ended December 31, 2003
Net income (loss)		$	(7,609	)	$	(4,132	)	$	9,270		$	7,278
	Unrealized gain related to interest rate swap agreements		—			209			2,086			1,074
	Realized gains related to interest rate swap in net income		—			(1,450	)		—			—

Other comprehensive income (loss) before taxes			(7,609	)		(5,373	)		11,356			8,352
Income tax benefit (expense)			—			484			(804	)		(408	)

Total net comprehensive (loss) income		$	(7,609	)	$	(4,889	)	$	10,552		$	7,944

Accumulated other comprehensive income reflected in the Consolidated Balance Sheet at December 31, 2004 and 2003, represents unrealized gains related to interest rate swap agreements.

Concentration of Credit Risk

The Company's exposure to credit risk is impacted by the economic climate affecting its industry and its customers. The Company manages this risk by performing ongoing credit evaluations of its customers and maintains reserves for potential uncollectible accounts. Over 97% of the Company's sales in fiscal 2005 were in the United States.

The following table sets forth the Company's significant distributor group sales within the Vycom segment as a percentage of total consolidated net sales, as well as a percentage of Vycom net sales:

			Period May 11, 2005 to December 31, 2005				Period January 1, 2005 to May 10, 2005				Year Ended December 31, 2004				Year Ended December 31, 2003
			% of Consolidated Sales		% of Vycom Sales		% of Consolidated Sales		% of Vycom Sales		% of Consolidated Sales		% of Vycom Sales		% of Consolidated Sales		% of Vycom Sales
Distributor A			26	%	40	%	28	%	40	%	21

CPCAPITOL ACQUISITION CORP. S-1/A