Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
dated as of August 22, 2002
among
Tekni-Plex, Inc.
TP/Elm Acquisition Subsidiary, Inc.
and
HSBC Bank USA
as Trustee
___________________________
12 3/4%
Senior Subordinated Notes due
June 15, 2010
THIS SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), entered
into as of August 22, 2002, among Tekni-Plex, Inc., a Delaware corporation (the
"COMPANY"), TP/Elm Acquisition Subsidiary, Inc. ("TP/ELM"), and HSBC Bank USA,
as trustee (the "TRUSTEE").
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee
entered into the Indenture, dated as of June 21, 2000 (the "INDENTURE"),
relating to the Company's 12 3/4% Senior Subordinated Notes due June 15, 2010
(the "NOTES");
WHEREAS, as a condition to the Trustee entering into the Indenture and
the purchase of the Notes by the Holders, the Company agreed pursuant to the
Indenture to cause any newly acquired or created Domestic Restricted
Subsidiaries to provide Guaranties.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows:
SECTION 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.
SECTION 2. TP/Elm, by its execution of this Supplemental Indenture,
agrees to be a Guarantor under the Indenture and to be bound by the terms of the
Indenture applicable to Guarantors, including, but not limited to, Article 11
and Article 12 thereof.
SECTION 3. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. This Supplemental Indenture may be signed in various
counterparts which together will constitute one and the same instrument.
SECTION 5. This Supplemental Indenture is an amendment supplemental to
the Indenture and the Indenture and this Supplemental Indenture will henceforth
be read together.
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SECTION 6. The Trustee makes no representation and shall have no
responsibility as to the validity of this Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or TP/Elm.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
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TEKNI-PLEX, INC., as Issuer
By: /s/ F. Xxxxxxx Xxxxx
________________________________
Name: F. Xxxxxxx Xxxxx
Title: Chief Executive Officer
TP/ELM ACQUISITION SUBSIDIARY, INC.
By: /s/ F. Xxxxxxx Xxxxx
_________________________________
Name: F. Xxxxxxx Xxxxx
Title: Chief Executive Officer
HSBC BANK USA, as Trustee
By: /s/ Xxxxx X. Xxxxxx
_________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
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