2- 3 (b) The Option may be exercised by notice and payment to the Company as provided in Sections 12 and 17 hereof.Option Agreement • August 7th, 1997 • Tekni Plex Inc • Plastics foam products • New York
INDENTURETekni Plex Inc • August 15th, 2000 • Plastics foam products • New York
EXHIBIT 4.3 TEKNI-PLEX, INC. 9 1/4% Senior Subordinated Notes due 2008 Purchase Agreement February 25, 1998 J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260-0060 Ladies and Gentlemen: Tekni-Plex, Inc., a corporation formed under the...Tekni Plex Inc • April 21st, 1998 • Plastics foam products • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of March 3, 1998Registration Rights Agreement • April 21st, 1998 • Tekni Plex Inc • Plastics foam products • New York
205,000,000 CREDIT AGREEMENT, dated as of March 3, 1998, amongCredit Agreement • April 21st, 1998 • Tekni Plex Inc • Plastics foam products • New York
and Morgan Guaranty Trust Company of New York, as Agent J.P. Morgan Securities Inc., as ArrangerCredit Agreement • August 15th, 2000 • Tekni Plex Inc • Plastics foam products • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of June 21, 2000Registration Rights Agreement • August 15th, 2000 • Tekni Plex Inc • Plastics foam products • New York
AmongIndenture • April 21st, 1998 • Tekni Plex Inc • Plastics foam products • New York
TEKNI-PLEX, INC. 12 3/4% Senior Subordinated Notes due 2010 Purchase Agreement June 15, 2000 J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260-0060 Ladies and Gentlemen: Tekni-Plex, Inc., a corporation formed under the laws of...Tekni Plex Inc • August 15th, 2000 • Plastics foam products • New York
o, 2000 EXCHANGE AGENT AGREEMENT HSBC Bank USA 140 Broadway New York, New York 10005-1180 Attention: Corporate Trust Operations Ladies and Gentlemen: Tekni- Plex, Inc., a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange...Exchange Agent Agreement • August 15th, 2000 • Tekni Plex Inc • Plastics foam products • New York
among TEKNI-PLEX, INC., TEKNI-PLEX PARTNERS LLC, MST/TP PARTNERS L.P., MST/TP HOLDING, INC., MST PARTNERS, L.P., MST OFFSHORE PARTNERS C.V., MST MANAGEMENT, L.P., MST OFFSHORE MANAGEMENT N.V., WESTON PRESIDIO OFFSHORE CAPITAL C.V., WESTON PRESIDIO...Recapitalization Agreement • April 17th, 2000 • Tekni Plex Inc • Plastics foam products • Midland
Execution Copy SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (the "Agreement") is dated the 13th day of May, 2005 (the "Effective Date") by and between Tekni-Plex, Inc., a Delaware corporation...Employment Agreement • May 19th, 2005 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549Tekni Plex Inc • May 28th, 2003 • Gaskets, packg & sealg devices & rubber & plastics hose
COMMISSION FILE NUMBER 333-28157 --------------------- TEKNI-PLEX, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3286312 (State of Incorporation) (I.R.S. Employer Identification No.) 260 NORTH DENTON TAP ROAD 75019 COPPELL, TEXAS (Zip Code) (Address of principal executive offices)
CONFORMED COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated the 21st day of June, 2000 (the "Effective Date") by and between Tekni-Plex, Inc., a Delaware corporation (the "Employer"), having its...Employment Agreement • August 15th, 2000 • Tekni Plex Inc • Plastics foam products • New York
MST/TP HOLDING, INC. CONTRACT YEAR MANAGEMENT FEE ------------- -------------------- 3/18/97 - 3/17/98 $115,763 3/18/98 - 3/17/99 $115,763 3/18/99 - 3/17/00 $115,763 3/18/00 - 3/17/01 $115,763 3/18/01 - 3/17/02 $115,763 3/18/02 - 3/17/03 $115,763...Tekni Plex Inc • August 7th, 1997 • Plastics foam products
AMONG TEKNI-PLEX, INC., TEKNI-PLEX PARTNERS LLC, MST/TP PARTNERS LLC, DR. F. PATRICK SMITH, MICHAEL F. CRONIN, THE PREFERRED STOCKHOLDERS NAMED ON THE SIGNATURE PAGES HERETO ANDInvestors' Agreement • September 28th, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT DATED APRIL 4, 1997Employment Agreement • September 3rd, 1999 • Tekni Plex Inc • Plastics foam products • New York
CONFORMED COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated the 21st day of June, 2000 (the "Effective Date") by and between Tekni-Plex, Inc., a Delaware corporation (the "Employer"), having its...Employment Agreement • August 15th, 2000 • Tekni Plex Inc • Plastics foam products • New York
TEKNI-PLEX, INC. and each of the Guarantors PARTY HERETO 10 7/8 % SENIOR SECURED NOTES DUE 2012 INDENTURE Dated as of June 10, 2005 HSBC Bank USA, National Association TrusteeIndenture • June 16th, 2005 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
INDENTURE dated as of June 10, 2005 among Tekni-Plex, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and HSBC Bank USA, National Association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 14, 2008 amongCredit Agreement • February 18th, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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”).
Form of Option Agreement under the Tekni-Plex, Inc. Stock Incentive PlanForm of Option Agreement • September 28th, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
Exhibit 10.2.1 EXTENSION OF EMPLOYMENT AGREEMENT This Agreement (the "Extension Agreement") is dated the 10th day of May, 2007 by and between Tekni-Plex, Inc., a Delaware corporation (the "Employer"), having its principal offices at 201 Industrial...Extension of Employment Agreement • May 14th, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose
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...Third Supplemental Indenture • December 14th, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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. 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...Second Supplemental Indenture • October 5th, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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;
FORBEARANCE AGREEMENTForbearance Agreement • January 17th, 2008 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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.
SECOND EXTENSION OF EMPLOYMENT AGREEMENTExtension of Employment Agreement • July 20th, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose
This Agreement (the “Extension Agreement”) is dated the 13th day of July, 2007 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.
AMENDMENT NO. 3 TO FORBEARANCE AGREEMENTForbearance Agreement • March 28th, 2008 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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.
AMENDMENT NO. 2 TO FORBEARANCE AGREEMENTForbearance Agreement • March 17th, 2008 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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.
FORM OF STOCK OPTION AGREEMENTTekni-Plex • April 22nd, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
THIS STOCK OPTION AGREEMENT (the “Agreement”) dated as of ________ , 20__ between Tekni-Plex, Inc., a Delaware corporation (the “Company”), and ______________ (the “Optionee”).
FOURTH EXTENSION OF EMPLOYMENT AGREEMENTFourth Extension of Employment Agreement • August 14th, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose
This Agreement (this “Extension Agreement”) is dated the 9th day of August, 2007 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.
TERM LOAN AGREEMENTTerm Loan Agreement • February 18th, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 18th, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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. 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, 2000Indenture • February 21st, 2008 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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.
FIFTH EXTENSION OF EMPLOYMENT AGREEMENTFifth Extension of Employment Agreement • October 2nd, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose
This Agreement (this “Extension Agreement”) is dated the 30th day of September, 2007 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.
AMENDMENT NO. 1Tekni Plex Inc • May 12th, 2008 • Gaskets, packg & sealg devices & rubber & plastics hose • New York
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”).
