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Exhibit 4.2
WAIVER NO. 1 UNDER INDENTURE
WAIVER
NO. 1 (this “ Waiver ”) dated as
of February 15, 2008 under the Indenture dated as of November
21, 2003 (the “ Indenture ”) by
and among TEKNI-PLEX, INC., a Delaware corporation (the
“ Company ”), the GUARANTORS
party thereto (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 ”).
WITNESSETH:
WHEREAS,
the Company is contemplating various restructuring
initiatives, which may include an exchange of certain
Subordinated Notes for Voting Stock of the Company (the
“ Exchange ”), which, if
consummated, may under certain circumstances result in a
Change of Control;
WHEREAS,
the Company has conducted no substantive discussions relating
to such restructuring initiatives, however, it has requested
this Waiver in advance;
WHEREAS,
the Company has requested that the Holders permanently and
irrevocably waive compliance with Section 4.15 of the
Indenture, to the extent that such section would otherwise
require the Company to repurchase any Note or take any other
action upon a Change of Control arising out of or in
connection with the Exchange;
WHEREAS,
Section 9.02 of the Indenture provides that, subject to
certain inapplicable exceptions, the Holders of a majority in
aggregate principal amou
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