Tekni Plex Inc – WAIVER UNDER 2013 INDENTURE (December 14th, 2009)WAIVER (this “Waiver”) dated as of December 8, 2009 under the Indenture dated as of November 21, 2003 (the “Indenture”) by and among TEKNI-PLEX, INC., a Delaware corporation (the “Company”), the GUARANTORS party thereto (the “Guarantors”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”) governing the Company’s 8 ¾% Senior Secured Notes due 2013 (the “Notes”).
Tekni Plex Inc – WAIVER UNDER 2012 INDENTURE (December 14th, 2009)WAIVER (this “Waiver”) dated as of December 8, 2009 under the Indenture dated as of June 10, 2005 (the “Indenture”) by and among TEKNI-PLEX, INC., a Delaware corporation (the “Company”), the GUARANTORS party thereto (the “Guarantors”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”) governing the Company’s 10 7/8% Senior Secured Notes due 2012 (the “Notes”).
Tekni Plex Inc – TEKNI-PLEX, INC. Each of the Guarantors PARTY HERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 8, 2009 to INDENTURE Dated as of November 21, 2003 Between TEKNI-PLEX, INC. each of the Guarantors PARTY THERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee 8 ¾% Senior Secured Notes due 2013 (December 14th, 2009)WHEREAS, the Company and the Guarantors executed and delivered to the Trustee an Indenture dated as of November 21, 2003 (as amended and supplemented from time to time, the “Indenture”) by and among the Company, the Guarantors and the Trustee, pursuant to which the Company’s 8 ¾% Senior Secured Notes due 2013 (the “Notes”) were issued;
Tekni Plex Inc – TEKNI-PLEX, INC. Each of the Guarantors PARTY HERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 8, 2009 to INDENTURE Dated as of June 10, 2005 Between TEKNI-PLEX, INC. each of the Guarantors PARTY THERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee 10 7/8% Senior Secured Notes due 2012 (December 14th, 2009)WHEREAS, the Company and the Guarantors executed and delivered to the Trustee an Indenture dated as of June 10, 2005 (as amended and supplemented from time to time, the “Indenture”) by and among the Company, the Guarantors and the Trustee, pursuant to which the Company’s 10 7/8% Senior Secured Notes due 2012 (the “Notes”) were issued;
Tekni Plex Inc – TEKNI-PLEX, INC. Each of the Guarantors PARTY HERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 30, 2009 to INDENTURE Dated as of November 21, 2003 Between TEKNI- PLEX, INC. each of the Guarantors PARTY THERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee 8 ¾% Senior Secured Notes due 2013 (October 5th, 2009)WHEREAS, the Company and the Guarantors executed and delivered to the Trustee an Indenture dated as of November 21, 2003 (as amended and supplemented by the First Supplemental Indenture (as defined below), the “Indenture”) by and among the Company, the Guarantors and the Trustee, pursuant to which the Company’s 8 ¾% Senior Secured Notes due 2013 (the “Notes”) were issued;
Tekni Plex Inc – TEKNI-PLEX, INC. Each of the Guarantors PARTY HERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 30, 2009 to INDENTURE Dated as of June 10, 2005 Between TEKNI-PLEX, INC. each of the Guarantors PARTY THERETO and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee 10 7/8 % Senior Secured Notes due 2012 (October 5th, 2009)WHEREAS, the Company and the Guarantors executed and delivered to the Trustee an Indenture dated as of June 10, 2005 (as amended and supplemented by the First Supplemental Indenture (as defined below), the “Indenture”) by and among the Company, the Guarantors and the Trustee, pursuant to which the Company’s 10 7/8 % Senior Secured Notes due 2012 (the “Notes”) were issued;
Tekni Plex Inc – TEKNI-PLEX, INC. 2008 STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT (April 22nd, 2009)THIS STOCK OPTION AGREEMENT (the “Agreement”) dated as of ________ , 20__ between Tekni-Plex, Inc., a Delaware corporation (the “Company”), and ______________ (the “Optionee”).
Tekni Plex Inc – TEKNI-PLEX, INC. 2008 STOCK OPTION PLAN (Effective as of October 22, 2008) (April 22nd, 2009)
Tekni Plex Inc – FIRST AMENDMENT TO 2008 STOCK OPTION PLAN (April 22nd, 2009)
Tekni Plex Inc – TEKNI-PLEX, INC., as Borrower JUNIOR LIEN CREDIT AGREEMENT Dated as of November 14, 2008 OCM Tekni-Plex Holdings II, L.P. as Lender and Administrative Agent (February 18th, 2009)JUNIOR LIEN CREDIT AGREEMENT, dated as of November 14, 2008 between TEKNI-PLEX, INC., a Delaware corporation (the “Borrower”), OCM TEKNI-PLEX HOLDINGS II, L.P., a California limited liability partnership (the “Lender”) and OCM TEKNI-PLEX HOLDINGS II, L.P. as administrative agent (the “Administrative Agent”)
Tekni Plex Inc – INTERCREDITOR AGREEMENT (February 18th, 2009)This INTERCREDITOR AGREEMENT, dated as of November 14, 2008, is entered into among CITICORP USA, INC. (“Citi”), as administrative agent for the Senior Lien Lenders under the Senior Lien Credit Agreement (as defined herein) (in such capacity, the “Senior Lien Administrative Agent”), OCM TEKNI-PLEX HOLDINGS II, L.P., as administrative agent for the Junior Lien Lenders under the Junior Lien Credit Agreement (as defined herein) (in such capacity, the “Junior Lien Administrative Agent”) and TEKNI-PLEX, INC., a corporation organized under the laws of the State of Delaware (the “Company”).
Tekni Plex Inc – TERM LOAN AGREEMENT (February 18th, 2009)This TERM LOAN AGREEMENT (this “Term Loan Agreement”), is made as of November 14, 2008, between Tekni-Plex Europe NV, a company organized under the laws of Belgium (the “Borrower”), OCM Luxembourg Tekni-Plex Holdings S.à r.l., a limited liability company organized under the laws of Luxembourg (the “Lender”) and OCM Luxembourg Tekni-Plex Holdings S.à r.l. as administrative agent for the Lender (the “Administrative Agent”).
Tekni Plex Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 14, 2008 among Tekni-Plex, Inc. as Borrower and The Lenders and Issuers Party Hereto and Citicorp USA, Inc. as Administrative Agent and General Electric Capital Corporation as Syndication Agent Citigroup Global Markets Inc. as Sole Book Manager and Sole Lead Arranger Weil, Gotshal & Manges LLP New York, New York 10153-0119 (February 18th, 2009)Second Amended and Restated Credit Agreement, dated as of November 14, 2008, among Tekni-Plex, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below), the Issuers (as defined below), Citicorp USA, Inc. (“Citi”), as agent for the Lenders and the Issuers (in such capacity and as agent for the Secured Parties under the Collateral Documents, the “Administrative Agent”), and General Electric Capital Corporation (“GECC”), as syndication agent (in such capacity, the “Syndication Agent”).
Tekni Plex Inc – NOTICE OF CONSENT SOLICITATION TEKNI-PLEX, INC. 107/8% SENIOR SECURED NOTES DUE 2012 (CUSIP No. 87910PAL4) 83/4% SENIOR SECURED NOTES DUE 2013 (CUSIP No. 87910PAH3) (November 20th, 2008)Tekni-Plex, Inc., a Delaware corporation (the “Company”), is furnishing this Notice of Consent Solicitation (as the same may be amended or supplemented from time to time, the “Notice”) and the accompanying form of consent (the “Consent Form” and, together with the Notice and other documents related to the Consent Solicitations, as defined below, the “Consent Documents”) to the holders of record (each, a “Holder” and, collectively, the “Holders”) at 5:00 p.m., New York City time, on November 20, 2008 (the “Record Date”) of its outstanding 10 7/8% Senior Secured Notes due 2012 (the “2012 Notes”) and its outstanding 8 ¾% Senior Secured Notes due 2013 (the “2013 Notes” and, together with the 2012 Notes, the “Notes”), in connection with the solicitations (the “Consent Solicitations”) of consents to waivers of, and amendments to, certain covenants in (i) the Indenture, dated as of June 10, 2005, by and among the Company, each of the guarantors party thereto and HSBC Bank USA, National Associ
Tekni Plex Inc – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (June 27th, 2008)The following unaudited pro forma financial data are based on our consolidated financial statements, adjusted to give effect to the Restructuring (defined below), including:
Tekni Plex Inc – TERMINATION AGREEMENT (June 5th, 2008)TERMINATION AGREEMENT (this “Agreement”) is made as of the May 30, 2008, by and among Tekni-Plex, Inc. (the “Company”), certain holders of Preferred Stock and certain holders of Common Stock.
Tekni Plex Inc – AMENDED AND RESTATED BY-LAWS OF TEKNI-PLEX, INC. (June 5th, 2008)
Tekni Plex Inc – FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEKNI-PLEX, INC. (June 5th, 2008)TEKNI-PLEX, INC. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:
Tekni Plex Inc – TERMINATION AGREEMENT (June 5th, 2008)TERMINATION AGREEMENT (this “Termination Agreement”), dated as of May 30, 2008 by and between Tekni-Plex, Inc., a Delaware corporation (the “Employer”), having its principal offices at 201 Industrial Parkway, Somerville, NJ 08876, and F. Patrick Smith, an individual (the “Executive”), residing at 8601 Riviera Court, Tour 18, Flower Mound, TX 75022.
Tekni Plex Inc – AMENDMENT NO. 1 (May 12th, 2008)AMENDMENT NO. 1, dated as of May 12, 2008 (this “Amendment”), by and among Tekni-Plex, Inc. (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereof (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”), Citicorp USA, Inc., as Administrative Agent (in such capacity, the “Administrative Agent”), General Electric Capital Corporation, as Syndication Agent (in such capacity, the “Syndication Agent”), and the lenders party hereto (such lenders referred to collectively herein as the “Lenders”).
Tekni Plex Inc – TEKNI-PLEX, INC. AND KEY STAKEHOLDERS REACH BINDING AGREEMENT ON RESTRUCTURING TERM SHEET (April 14th, 2008)SOMERVILLE, NJ, April 11, 2008 – Tekni-Plex, Inc. announced today that it has entered into a restructuring agreement with (i) entities that have represented that they hold more than 91% of the Company’s 12.75% Senior Subordinated Notes Due 2010 (the “Subordinated Notes”) and more than 67% of the Company’s 8.75% Senior Secured Notes due 2013 (the “Second Lien Notes”), (ii) holders of a majority of the Company’s preferred stock, (iii) holders of 100% of its common stock and (iv) Dr. F. Patrick Smith, Chairman, Chief Executive Officer and President of Tekni-Plex. The agreement memorializes the restructuring terms that were agreed to in principle by certain stakeholders on March 27, 2008.
Tekni Plex Inc – Restructuring Agreement (April 14th, 2008)Restructuring Agreement (the “Agreement”), dated as of April 11, 2008, among Tekni-Plex, Inc. (“Tekni-Plex”) and its domestic subsidiaries party hereto (the “Subsidiaries”, and together with Tekni-Plex, the “Company”), and the parties signatory hereto (each a “Party” and collectively the “Parties”).
Tekni Plex Inc – AGREEMENT IN PRINCIPLE IS REACHED AMONG MAJORITY NOTEHOLDERS AND PREFERRED STOCKHOLDERS REGARDING RESTRUCTURING TRANSACTION; TEKNI-PLEX ENTERS INTO FURTHER EXTENSION OF FORBEARANCE AGREEMENT WITH NOTEHOLDERS (March 28th, 2008)SOMERVILLE, NJ, March 28, 2008 – Tekni-Plex, Inc. announced today that an agreement in principle has been reached among the holders of a majority of its 12.75% Senior Subordinated Notes Due 2010 (the “Subordinated Notes”) and the holders of a majority of its preferred stock regarding the terms of a consensual out-of-court restructuring transaction. The Company has also entered into an extension, through May 13, 2008, of its Forbearance Agreement, dated as of January 16, 2008, with entities that have represented that they hold more than 91% of the Subordinated Notes and more than 64% of its 8.75% Senior Secured Notes due 2013.
Tekni Plex Inc – AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT (March 28th, 2008)AMENDMENT NO. 3 (the “Amendment”), dated as of March 27, 2008, to the Forbearance Agreement (as amended, the “Agreement”)1 dated as of January 16, 2008 by and among Tekni-Plex, Inc. (the “Company”), each of the Company’s subsidiaries identified on the signature pages thereof (the “Subsidiaries”), the Holders of the Company’s 12 3/4% Senior Subordinated Notes due 2010 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 21, 2000 (as supplemented on May 6, 2002, August 22, 2002, and April 25, 2005, the “Indenture”), that are signatories thereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as successor indenture trustee (the “Indenture Trustee”) under the Indenture.
Tekni Plex Inc – AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT (March 17th, 2008)AMENDMENT NO. 2 (the “Amendment”), dated as of March 14, 2008, to the Forbearance Agreement (as amended, the “Agreement”)1 dated as of January 16, 2008 by and among Tekni-Plex, Inc. (the “Company”), each of the Company’s subsidiaries identified on the signature pages thereof (the “Subsidiaries”), the Holders of the Company’s 12 3/4% Senior Subordinated Notes due 2010 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 21, 2000 (as supplemented on May 6, 2002, August 22, 2002, and April 25, 2005, the “Indenture”), that are signatories thereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as successor indenture trustee (the “Indenture Trustee”) under the Indenture.
Tekni Plex Inc – TEKNI-PLEX ENTERS INTO FURTHER EXTENSION OF FORBEARANCE AGREEMENT WITH NOTEHOLDERS -- Restructuring Negotiations Have Commenced -- (March 17th, 2008)SOMERVILLE, NJ, March 17, 2008 – Tekni-Plex, Inc. announced today that it has entered into an extension, through March 27, 2008, of its Forbearance Agreement, dated as of January 16, 2008, with entities that have represented that they hold more than 91% of the Company’s 12.75% Senior Subordinated Notes Due 2010 (the “Subordinated Notes”) and more than 67% of its 8.75% Senior Secured Notes due 2013. Negotiations have commenced with respect to a possible restructuring of the Subordinated Notes. There can be no assurance that the parties will be able to reach an agreement on the terms of such a restructuring.
Tekni Plex Inc – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 14, 2008 among Tekni-Plex, Inc. as Borrower and The Lenders and Issuers Party Hereto and Citicorp USA, Inc. as Administrative Agent and General Electric Capital Corporation as Syndication Agent Citigroup Global Markets Inc. as Sole Book Manager and Sole Lead Arranger Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153-0119 (February 21st, 2008)Amended and Restated Credit Agreement, dated as of February 14, 2008, among Tekni-Plex, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below), the Issuers (as defined below), Citicorp USA, Inc. (“Citicorp”), as agent for the Lenders and the Issuers (in such capacity and as agent for the Secured Parties under the Collateral Documents, the “Administrative Agent”), and General Electric Capital Corporation (“GECC”), as syndication agent (in such capacity, the “Syndication Agent”).
Tekni Plex Inc – WAIVER NO. 1 UNDER INDENTURE (February 21st, 2008)WAIVER NO. 1 (this “Waiver”) dated as of February 15, 2008 under the Indenture dated as of November 21, 2003 (the “Indenture”) by and among TEKNI-PLEX, INC., a Delaware corporation (the “Company”), the GUARANTORS party thereto (the “Guarantors”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
Tekni Plex Inc – TEKNI-PLEX’S CASH AVAILABILITY INCREASES UP TO $35 MILLION UNDER AMENDMENT TO REVOLVING CREDIT FACILITY -- Forbearance Agreement Extended As Restructuring Discussions Will Soon Get Underway -- (February 21st, 2008)Tekni-Plex also announced today that it has entered into an extension, through March 17, 2008, of its Forbearance Agreement, dated as of January 16, 2008, with entities that have represented that they hold more than 91% of the Company’s 12.75% Senior Subordinated Notes Due 2010 (the "Subordinated Notes") and more than 67% of its 8.75% Senior Secured Notes due 2013.
Tekni Plex Inc – AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (February 21st, 2008)AMENDMENT NO. 1 (the “Amendment”), dated as of February 14, 2008, to the Forbearance Agreement (the “Agreement”)1 dated as of January 16, 2008 by and among Tekni-Plex, Inc. (the “Company”), each of the Company’s subsidiaries identified on the signature pages thereof (the “Subsidiaries”), the Holders of the Company’s 12 3/4% Senior Subordinated Notes due 2010 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 21, 2000 (as supplemented on May 6, 2002, August 22, 2002, and April 25, 2005, the “Indenture”), that are signatories thereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as successor indenture trustee (the “Indenture Trustee”) under the Indenture.
Tekni Plex Inc – TEKNI-PLEX, INC. each of the GUARANTORS party hereto AND as Successor Trustee to HSBC Bank USA, National Association FOURTH SUPPLEMENTAL INDENTURE Dated as of February 14, 2008 to Indenture Dated as of June 21, 2000 (February 21st, 2008)FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 14, 2008, among TEKNI-PLEX, INC., a Delaware corporation (the “Company”), the GUARANTORS listed on the signature page hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as successor trustee (the “Trustee”) to HSBC Bank USA, National Association.
Tekni Plex Inc – FORBEARANCE AGREEMENT (January 17th, 2008)This Forbearance Agreement (the “Agreement”) is made as of January 16, 2008, by and among Tekni-Plex, Inc. (the “Company”), each of the Company’s subsidiaries identified on the signature pages hereof (the “Subsidiaries”), the Holders of the Company’s 12 3/4% Senior Subordinated Notes due 2010 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 21, 2000 (as supplemented on May 6, 2002, August 22, 2002, and April 25, 2005, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank, National Association, as successor indenture trustee (the “Indenture Trustee”) under the Indenture.
Tekni Plex Inc – TEKNI-PLEX REACHES FORBEARANCE AGREEMENT WITH NOTEHOLDERS (January 17th, 2008)SOMERVILLE, NJ, January 17, 2008– Tekni-Plex, Inc. announced today that it has entered into a Forbearance Agreement with entities who have represented that they hold more than 91% of the Company’s 12.75% Senior Subordinated Notes Due 2010 and more than 67% of its 8.75% Senior Secured Notes due 2013. The Forbearance Agreement provides for the noteholders to forbear from exercising rights and remedies in connection with the December 17, 2007 default under the subordinated indenture, which will allow Tekni-Plex the opportunity to continue to pursue a restructuring of its balance sheet that will better support its long-term objectives.
Tekni Plex Inc – WAIVER NO. 4 (December 17th, 2007)WAIVER NO. 4, dated as of December 17, 2007 (this “Agreement”), to the Credit Agreement, dated as of June 10, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tekni-Plex, Inc. (the “Borrower”), Citicorp USA, Inc., as Administrative Agent (in such capacity, the “Administrative Agent”), General Electric Capital Corporation, as Syndication Agent (in such capacity, the “Syndication Agent”), and the Lenders and Issuers party thereto.
Tekni Plex Inc – TEKNI-PLEX APPOINTS JAMES A. MESTERHARM OF ALIXPARTNERS AS CHIEF RESTRUCTURING OFFICER Company Also Announces Waiver Agreement With Senior Lenders With Respect To Missed Interest Payment (December 17th, 2007)COPPELL, Texas, December 17, 2007 – Tekni-Plex, Inc. announced today that turnaround specialist James A. Mesterharm of AP Services, LLC and a Managing Director at AlixPartners LLP, has been appointed Chief Restructuring Officer, effective immediately. In this role, Mr. Mesterharm will work with Tekni-Plex’s senior management team as it implements a series of initiatives aimed at maintaining the Company’s near-term liquidity and strengthening its financial performance.
