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).
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.
