SUPPLEMENTAL INDENTURE dated as of May 6, 2002Supplemental Indenture • August 22nd, 2002 • Puretec Corp • Miscellaneous plastics products • New York
AmongCredit Agreement • November 19th, 1997 • Puretec Corp • Miscellaneous plastics products • New Jersey
EXECUTION COPY TEKNI-PLEX, INC. 8 3/4% Senior Secured Notes due 2013 Purchase Agreement November 12, 2003 LEHMAN BROTHERS INC. CITIGROUP GLOBAL MARKETS INC. c/o Lehman Brothers, Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:...Puretec Corp • January 8th, 2004 • Miscellaneous plastics products
INDENTUREPuretec Corp • January 8th, 2004 • Miscellaneous plastics products • New York
Exhibit 10.1.1 FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of September 26, 2001 (this "Amendment"), among TEKNI-PLEX, INC. (the "Borrower"), the Guarantors party to the Credit Agreement...Credit Agreement • January 8th, 2004 • Puretec Corp • Miscellaneous plastics products • New York
Fiscal Quarter Ended Amount -------------------------------------- -------------------------------Security Agreement • January 8th, 2004 • Puretec Corp • Miscellaneous plastics products • New York
Dated as of November 21, 2003 by and amongRegistration Rights Agreement • January 8th, 2004 • Puretec Corp • Miscellaneous plastics products • New York
EXHIBIT 4.5 TEKNI-PLEX, INC. 12 3/4% Senior Subordinated Notes due 2010 Purchase Agreement May 1, 2002 LEHMAN BROTHERS INC. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Tekni-Plex, Inc., a corporation formed under the laws of...Puretec Corp • August 22nd, 2002 • Miscellaneous plastics products
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 1997 • Puretec Corp • Miscellaneous plastics products • Delaware
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • January 8th, 2004 • Puretec Corp • Miscellaneous plastics products • New York
Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE dated as of August 22, 2002Second Supplemental Indenture • August 22nd, 2002 • Puretec Corp • Miscellaneous plastics products • New York
Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT Dated as of May 6, 2002Registration Rights Agreement • August 22nd, 2002 • Puretec Corp • Miscellaneous plastics products • New York
EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") made this day of October 1997, between PureTec Corporation ("Employer") and Fred W. Broling ("Employee"). The parties agree as follows: 1. Term of Agreement. Subject to paragraph 13, the term of...Employment Agreement • January 26th, 1998 • Puretec Corp • Miscellaneous plastics products • New Jersey
REGISTRATION RIGHTS AGREEMENT Dated as of June 10, 2005 by and among Tekni- Plex, Inc. The Guarantors named herein and Citigroup Global Markets Inc. Lehman Brothers Inc.Registration Rights Agreement • August 10th, 2005 • Puretec Corp • Miscellaneous plastics products • New York
This Agreement is made pursuant to the Purchase Agreement, dated June 7, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6(l) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the indenture, dated as of June 10, 2005 (the “Indenture”), by and among the Company, the Guarantors and HSBC Bank USA, National Association, as Trustee, relating to the Exchange Notes (as described below).
ARTICLE 1Stockholder Voting and Option Agreement • November 20th, 1997 • Puretec Corp • Miscellaneous plastics products • Delaware
PURETEC CORPORATION 13% Convertible Senior Note PureTec Corporation, a Delaware corporation (together with its successors and assigns, the "Issuer"), for value received hereby promises to pay to Tekni-Plex Inc., a Delaware corporation (together with...Puretec Corp • November 13th, 1997 • Miscellaneous plastics products • New York
STAY BONUS AGREEMENT [age 40 and above] Agreement ("Agreement") made this day of November, 1997, between PureTec Corporation ("Employer") and ("Employee"). The parties agree as follows: 1. In view of the contemplated purchase of Employer's stock by...Stay Bonus Agreement • January 26th, 1998 • Puretec Corp • Miscellaneous plastics products
TEKNI-PLEX, INC. Purchase AgreementPuretec Corp • August 10th, 2005 • Miscellaneous plastics products
Tekni-Plex, Inc., a corporation formed under the laws of Delaware (the “Company”), proposes to issue and sell (the “Offering”) to Citigroup Global Markets Inc. (“Citi-group”) and Lehman Brothers Inc. (the “Initial Purchasers”) $150,000,000 aggregate principal amount of its 10 7/8% Senior Secured Notes due 2012 (the “Notes”). The Notes will be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) among the Company, the Guarantors (as defined below) and HSBC Bank USA, National Association, as trustee (the “Trustee”). The Notes will be guaranteed (the “Guarantee” and, collectively with the Notes, the “Securities”) on a senior secured basis by each of the domestic subsidiaries of the Company listed on Schedule B attached hereto (collectively, the “Guarantors”). The Company and the Guarantors are collectively referred to as the “Issuers.”
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 10th, 2005 • Puretec Corp • Miscellaneous plastics products • New York
Tekni-Plex, Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $150,000,000 principal amount of its 10 7/8% Senior Secured Exchange Notes due 2012 (the “New Notes”), for a like principal amount of its respective outstanding 10 7/8% Senior Secured Notes due 2012 (the “Old Notes”). The terms and conditions of the Exchange Offer are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form S-4 (File No. 333- ), as it may be amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or accompanying Letter of Transmittal.
