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
Exhibit
4.1
TEKNI-PLEX,
INC.
each
of the GUARANTORS party hereto
AND
U.S.
BANK NATIONAL ASSOCIATION
as
Successor Trustee to HSBC Bank USA, National Association
_______________________
Dated
as of February 14, 2008
to
Indenture
Dated
as of June 21, 2000
________________________
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.
Capitalized
terms used herein and not otherwise defined herein have the meanings assigned
to
those terms in the Indenture unless otherwise indicated.
R
E C I T
A L S
WHEREAS,
the Company executed and delivered an indenture dated as of June 21, 2000 (the
“Indenture”), as amended prior to the date hereof by and among
the Company, the Guarantors and the Trustee, pursuant to which the Company’s 12
3/4% Senior Subordinated Notes due 2010 (the “Securities”) were
issued;
WHEREAS,
Section 10.02 of the Indenture provides that the Company, the Guarantors and
the
Trustee may amend or supplement the Indenture, subject to certain exceptions
specified in such Section 10.02, with the written consent of the Holders of
at
least a majority in aggregate principal amount of the Securities at the time
outstanding (the “Requisite Consents”);
WHEREAS,
the Company wishes to enter into this Supplemental Indenture (i) to increase
the
amount of indebtedness the Company and its Restricted Subsidiaries can have
outstanding at any one time under clause (ii) of Section 4.04 of the Indenture
and (ii) to change the definition of Permitted Holder for purposes of Section
4.14 of the Indenture;
WHEREAS,
the Company has obtained the Requisite Consents to amend the Indenture as set
forth herein; and
WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental
Indenture, all requirements necessary to make this Supplemental Indenture a
valid, binding and enforceable instrument in accordance with its terms have
been
done and performed, and the execution and delivery of this Supplemental
Indenture has been duly authorized in all respects;
NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein,
the parties hereto hereby agree as follows:
1
ARTICLE
1
Amendments
to Certain Provisions of Indenture
Section
1.01. Amendment
of Section 4.04 of the Indenture. Clause (ii) of Section 4.04 of
the Indenture is hereby amended by (a) deleting the phrase “$125.0 million” and
replacing it with “$165.0 million” and (b) adding the words “made after February
1, 2008” immediately after “Asset Dispositions”.
Section
1.02. Amendment
of Section 4.14 of the Indenture. Section 4.14 of the Indenture
is hereby amended by adding the following sentence at the end of the first
paragraph of Section 4.14:
For
purposes of this Section 4.14, “Permitted Holder” means (i) Dr. F. ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ and (a) entities controlled by such Persons, (b)
trusts for the benefit of such individual Persons or the spouses, issue, parents
or other relatives of such individual Persons and (c) in the event of the death
of any such individual Person, heirs or testamentary legatees of such Person;
(ii) Tekni-Plex Partners LLC and entities controlled by such Person and (iii)
any Person or Group that beneficially owns Voting Stock of the Company which
it
received in exchange for the Securities. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.
ARTICLE
2
Miscellaneous
Section
2.01. Effect
Of Supplemental Indenture. Prior to the Supplemental Indenture becoming
effective, the Company shall deliver to the Trustee an Officers’ Certificate
certifying that the Company has obtained the Requisite Consents. The
Trustee may conclusively rely upon such certificate to establish that such
Requisite Consents have been obtained. Upon the execution and
delivery of this Supplemental Indenture by the Company, the Guarantors and
the
Trustee, the Indenture shall be modified in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes;
and
every Holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby.
Section
2.02 Indenture
Remains in Full Force and Effect. Except as supplemented and
amended hereby, all provisions in the Indenture shall remain in full force
and
effect.
Section
2.03. Indenture
and Supplemental Indenture Construed Together. This Supplemental
Indenture is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this Supplemental Indenture shall henceforth
be
read and construed together.
2
Section
2.04. Confirmation
of Indenture. The Indenture, as supplemented and amended by this
Supplemental Indenture, is in all respects confirmed and ratified.
Section
2.05. Conflict
with Trust Indenture Act. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision hereof which
is
required to be included in this Supplemental Indenture by any of the provisions
of the Trust Indenture Act, such required provision shall control.
Section
2.06.
Separability. In case any one or more of the provisions
contained in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section
2.07 Successors
and Assigns. All agreements in this Supplemental Indenture shall
be binding upon and inure to the benefit of the respective successors and
assigns of the Company, the Guarantors and the Trustee.
Section
2.08. Certain
Duties and Responsibilities of the Trustee. In entering into
this Supplemental Indenture, the Trustee shall be entitled to the benefit of
every provision of the Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee, whether or not elsewhere
herein so provided. The Trustee, for itself and its successor or
successors, accepts the terms of the Indenture as amended by this Supplemental
Indenture, and agrees to perform the same, but only upon the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by
the
Indenture. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture other than as to the validity of
its
execution and delivery by the Trustee.
Section
2.09. Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY OTHER CONFLICTS OF LAW PROVISIONS.
Section
2.10. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.
3
IN
WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed, as of the
day and year first written above.
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TEKNI-PLEX,
INC.
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Chief
Financial Officer
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PURETEC
CORPORATION
PLASTIC
SPECIALTIES AND
TECHNOLOGIES,
INC.
PLASTIC
SPECIALTIES AND
TECHNOLOGIES
INVESTMENTS, INC.
BURLINGTON
RESINS, INC.
DISTRIBUTORS
RECYCLING, INC.
▇▇▇▇▇▇
HOLDINGS, INC
TRI-SEAL
HOLDINGS, INC.
TPI
ACQUISITION SUBSIDIARY, INC.
TP/ELM
ACQUISITION SUBSIDIARY, INC.
collectively,
the
Guarantors
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Chief
Financial Officer
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U.S.
BANK NATIONAL ASSOCIATION, as Trustee
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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