SECOND SUPPLEMENTAL INDENTURE

EXHIBIT 4.1

TEKNI-PLEX, INC.

Each of the Guarantors PARTY HERETO

and

HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee

__________________

SECOND SUPPLEMENTAL INDENTURE

Dated as of September 30, 2009

to

INDENTURE

Dated as of June 10, 2005

Between

TEKNI-PLEX, INC.

each of the Guarantors PARTY THERETO

and

HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee

__________________

10 ⁷ /8 % Senior Secured Notes due 2012

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2009, between TEKNI-PLEX, INC., a Delaware corporation (the “Company”), the GUARANTORS listed on the signature page hereto (the “Guarantors”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

WITNESSETH:

WHEREAS, the Company and the Guarantors executed and delivered to the Trustee an Indenture dated as of June 10, 2005 (as amended and supplemented by the First Supplemental Indenture (as defined below), the “Indenture”) by and among the Company, the Guarantors and the Trustee, pursuant to which the Company’s 10 ⁷ /8 % Senior Secured Notes due 2012 (the “Notes”) were issued;

WHEREAS, the Company and the Guarantors executed and delivered to the Trustee a Supplemental Indenture dated as of December 5, 2008 (the “First Supplemental Indenture”) to the Indenture, pursuant to which the Company and the Guarantors amended the provisions of Section 4.03;

WHEREAS, in connection with requests to release Collateral to consummate asset dispositions not prohibited under the Indenture and the Security Documents, Section 10.05(d) of the Indenture permits the Company to not comply with all or any portion of TIA § 314(d) if it determines, in good faith based on the advice of counsel, that under the terms of TIA § 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC or its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to one or a series of released Collateral;

WHEREAS, in order to permit the Company to engage in activities in the ordinary course of business that require release of the Collateral, including asset dispositions not prohibited under the Indenture and the Security Documents, and consistent with the interpretation and guidance of TIA § 314(d) set forth by the SEC and its staff in “no action letters,” the Company has requested that the Holders direct the Trustee to execute and deliver an amendment to the Indenture to amend Article 10 to include a new Section 10.09;

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain inapplicable exceptions, the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Subsidiary Guarantees, the Security Documents and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (the “Requisite Consents”);

WHEREAS, the Holders that have approved this Supplemental Indenture (as evidenced by their execution of a Consent Form) constitute Holders of at least a majority in aggregate principal amount of the Notes now outstanding and are willing to direct the Trustee to execute and deliver the Supplemental Indenture;

WHEREAS, consistent with DTC practice, DTC has authorized direct participants in DTC set forth in the position listing of DTC as of the date hereof to approve this Supplemental Indenture as if they were Holders of the Notes held of record in the name of DTC or the name of its nominee;

WHEREAS, the Trustee has been directed by the Holders of the requisite principal amount of the Notes to execute and deliver the Supplemental Indenture in its capacity as Trustee;

WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized by the Company and each Guarantor and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;

WHEREAS, the Company has agreed to indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith; and

NOW, THEREFORE, in consideration of the above premises, and for the purpose of memorializing the amendments to the Indenture consented to by the Holders, each party agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I

AMENDMENT OF INDENTURE