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”).
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., as Borrower JUNIOR LIEN CREDIT AGREEMENTCredit Agreement • February 18th, 2009 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
JUNIOR LIEN CREDIT AGREEMENT, dated as of November 14, 2008 between TEKNI-PLEX, INC., a Delaware corporation (the “Borrower”), OCM TEKNI-PLEX HOLDINGS II, L.P., a California limited liability partnership (the “Lender”) and OCM TEKNI-PLEX HOLDINGS II, L.P. as administrative agent (the “Administrative Agent”)
