Exhibit
      10.1

     

    WAIVER
      NO. 4

     

    WAIVER
      NO.
      4, dated as of December 17, 2007 (this “Agreement”), to the Credit
      Agreement, dated as of June 10, 2005 (as amended, supplemented or otherwise
      modified from time to time, the “Credit Agreement”), among Tekni-Plex,
      Inc. (the “Borrower”), Citicorp USA, Inc., as Administrative Agent (in
      such capacity, the “Administrative Agent”), General Electric Capital
      Corporation, as Syndication Agent (in such capacity, the “Syndication
      Agent”), and the Lenders and Issuers party thereto.

     

    W
      I T N E
      S S E T H :

     

    WHEREAS,
      an Event of Default may occur under the Credit Agreement on or after
      December 17, 2007; and

     

    WHEREAS,
      the Borrower has requested that the Lenders agree and, subject to the terms
      and
      conditions of this Agreement, the Lenders have agreed, to waive any Bond
      Interest Cross Default (as defined below) and any Default or Event of Default
      arising from a Deposit Account Non-Effectiveness (as defined below) for the
      duration of the Waiver Period (as defined below);

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements hereinafter
      contained, the parties hereto agree as follows:

     

    1.           Defined
      Terms.  Unless otherwise defined herein, each term used herein
      which is defined in the Credit Agreement has the meaning assigned to such term
      in the Credit Agreement.  In addition, the following term shall have
      the following meaning:

     

    “Waiver
      Default” shall mean the failure of the Borrower to observe or perform any
      term, covenant or agreement binding on it contained in Section 6
      below.

     

    2.           Waiver.

     

    (a)           As
      of the date hereof, the Borrower acknowledges that an Event of Default may
      occur
      under the Credit Agreement as a result of any failure to make a scheduled
      interest payment due December 17, 2007 pursuant to the terms of the
      Subordinated Note Indenture (the “Bond Interest Cross
      Default”).

     

    (b)           During
      the period from the date hereof to February 14, 2008 (the “Waiver
      Period”), the Lenders hereby agree to waive the Bond Interest Cross Default
      and any Default or Event of Default arising out of the Deposit Account
      Non-Effectiveness (as defined below); provided, however, that
      the Waiver Period shall terminate (i) automatically and immediately, upon
      the occurrence of any Event of Default other than the Bond Interest Cross
      Default or an Event of Default arising from the Deposit Account
      Non-Effectiveness, (ii) automatically and immediately, on or after
      January 17, 2008, if (A) any Cash Flow Forecast delivered pursuant to
Section 6(b) shows the  total U.S. liquidity of the Borrower
      and its Domestic Subsidiaries falling below $5 million in either the week of
      or
      the subsequent two weeks immediately following delivery of such Cash Flow
      Forecast (disregarding, however, any impact on liquidity related to the
      cash

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    interest
      due February 15, 2008 pursuant to the terms of the New Senior Secured Note
      Indenture) or (B) Available Credit is less than $5 million at any time,
      (iii) upon one Business Day’s notice by the Administrative Agent, if an
      uncured Waiver Default exists or (iv) upon one Business Day’s notice by the
      Administrative Agent, on or after January 17, 2008, if the Borrower has not
      entered into a waiver or forbearance agreement in respect of the Subordinated
      Note Indenture acceptable to the Administrative Agent in its sole
      discretion.

     

    3.           Conditions
      to Effectiveness.  This Agreement shall become effective (the
“Effective Date”) upon the satisfaction of the following conditions
      precedent:

     

    (a)           The
      Administrative Agent shall have received a duly executed counterpart of this
      Agreement, executed by the Borrower, the Administrative Agent and the Requisite
      Lenders, and acknowledged and agreed to by the Guarantors;

     

    (b)           The
      Administrative Agent shall have received from the Borrower a projected statement
      of cash flows for the thirteen week period commencing on December 17, 2007
      (the “Cash Flow Forecast”);

     

    (c)           The
      Administrative Agent shall have received from the Borrower a certificate of
      a
      Responsible Officer of the Borrower to the effect that all representations
      and
      warranties contained in this Agreement are true and correct as of the date
      hereof;

     

    (d)           There
      shall have been paid to the Administrative Agent for the account of each Lender
      a fee in an amount equal to 0.2% of such Lender’s Revolving Credit Commitment
      then in effect; and

     

    (e)           The
      Administrative Agent and the Lenders shall have received all other fees and
      expense (including reasonable fees and expenses of counsel) actually incurred
      in
      connection with the negotiation, preparation and execution of this Agreement,
      in
      each case to the extent set forth in an invoice delivered to the Borrower by
      7:00 p.m. (New York City time) on December 13, 2007.

     

    4.           Release.  In
      further consideration of the Lenders’ execution of this Agreement, the Borrower
      and each of the other Loan Parties hereby releases and forever discharges the
      Administrative Agent, the Syndication Agent and the Lenders and all persons
      controlling, controlled by, or under common control with any of the foregoing,
      and any of their trustees, agents, employees, directors, officers, counsel
      and
      advisors (collectively, the “Released Group”) of and from all damage,
      loss, claims, responsibilities, disputes, demands, liabilities, obligations,
      actions and causes of action (whether at law or equity) whatsoever which the
      Borrower or any other Loan Party may now have or claim to have against any
      such
      member of the Released Group as of the Effective Date, and whether presently
      known or unknown, matured or unmatured, fixed or contingent and of every nature
      and extent whatsoever on account of or in any way concerning, arising out of,
      founded upon or in any way relating to this Agreement, the Obligations, the
      Credit Agreement or the other Loan Documents, including, but not

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    limited
      to, all such loss or damage of any kind heretofore sustained, or that may arise
      as a consequence of the dealing between the parties.  For purposes of
      the release contained in this paragraph, the term “Borrower” shall mean
      and include the Borrower’s successors and assigns, including, without
      limitation, any trustees acting on behalf of such parties.

     

    5.           Representations
      and Warranties.

     

    (a)           All
      of the Borrower’s representations and warranties contained in this Agreement
      shall survive the execution, delivery and acceptance of this Agreement by the
      parties hereto.  The Borrower expressly reaffirms that each of the
      representations and warranties set forth in Article IV of the Credit Agreement,
      except with respect to any Default or Event of Default arising from the fact
      that no Deposit Account Control Agreement is effective with respect to a
      concentration account (the “Wachovia Account”) at Wachovia Bank,
      National Association (the “Deposit Account Non-Effectiveness”),
      continues to be true and correct, and hereby remakes and incorporates herein
      by
      reference each such representation and warranty as though made on the date
      of
      the execution of this Agreement, except to the extent such representations
      and
      warranties expressly relate to an earlier date, in which case such
      representations and warranties shall have been true and correct as of such
      earlier date.

     

    (b)           The
      Borrower has not assigned, conveyed or otherwise transferred, either directly
      or
      indirectly, in whole or in part, any of the claims purported to be released
      pursuant to Section 4 above.

     

    (c)           This
      Agreement and the other documents and statements furnished by or on behalf
      of
      the Borrower to the Administrative Agent or any Lender hereunder or in
      connection herewith, taken as a whole, do not and will not contain any material
      misstatement of fact or omit to state any material fact necessary to make the
      statements therein, in light of the circumstances under which they were, are
      or
      will be made, not misleading; provided, however, that to the extent any
      such document or statement was based upon or constitutes a forecast or
      projection, the Borrower represents only that it acted in good faith and
      utilized reasonable assumptions and due care in the preparation of such document
      or statement.

     

    6.           Covenants.

     

    (a)           The
      Borrower shall either (i) deliver an executed Deposit Account Control Agreement
      among the Borrower, the Administrative Agent and Wachovia Bank, National
      Association in form and substance reasonably satisfactory to the Administrative
      Agent within 15 Business Days after the Effective Date (or such later date
      as
      the Administrative Agent may, in its sole discretion, agree) (the “Control
      Agreement Deadline”) or (ii) not, at any time after the Control Agreement
      Deadline, permit the balance of the Wachovia Account to exceed the minimum
      balance necessary to cover checks that have been issued in the ordinary course
      of business before the Control Agreement Deadline but have not yet cleared;
      provided that if, on and after January 4, 2008, there is not yet an
      effective Deposit Account Control Agreement in form and substance reasonably
      satisfactory to the Administrative Agent, the Borrower shall not

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    issue
      any
      checks drawable upon the Wachovia Account unless and until a Deposit Account
      Control Agreement in form and substance reasonably satisfactory to the
      Administrative Agent becomes effective.

     

    (b)           The
      Borrower shall deliver weekly updated Cash Flow Forecasts (similar in form
      to
      those previously delivered) to the Administrative Agent during the Waiver
      Period.

     

    (c)           The
      Borrower shall deliver weekly updated Borrowing Base Certificates to the
      Administrative Agent on Wednesday of each week (or, if such day is not a
      Business Day, on the next succeeding Business Day) with respect to the last
      Business Day of the prior week pursuant to Section 5.01(n)(i) of the
      Credit Agreement.

     

    7.           No
      Implied Waiver.

     

    The
      Lenders’ failure, at any time or times hereafter, to require strict performance
      by the Borrower of any provision or term of this Agreement shall not waive,
      affect or diminish any right of the Lenders thereafter to demand strict
      compliance and performance therewith.

     

    8.           Miscellaneous.

     

    (a)           On
      and after the Effective Date, each reference in the Credit Agreement to “this
      Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a
      reference to the Credit Agreement as modified hereby.

     

    (b)           Except
      as expressly provided herein, the Credit Agreement shall remain unchanged and
      continue in full force and effect.  This Agreement is not a novation
      nor is it to be construed as a release, waiver or modification of any of the
      terms, conditions, representations, warranties, covenants, rights or remedies
      set forth in the Credit Agreement or any of the other Loan Documents except
      as
      specifically set forth herein.  Except as expressly provided herein,
      the Lenders reserve all rights, claims and remedies that they have or may have
      against the Borrower.

     

    (c)           This
      Agreement is solely for the benefit of the parties hereto and their respective
      successors and assigns, and no other Person shall have any right, benefit or
      interest under or because of the existence of this Agreement.  This
      Agreement shall not be assignable by the Borrower without the written consent
      of
      the Lenders.  The Lenders may assign to one or more Persons all or any
      part of, or any participation interest in, the Lenders’ rights and benefits
      hereunder.

     

    (d)           This
      Agreement may be executed in any number of counterparts and by different parties
      on separate counterparts, all of which when so executed and delivered, shall
      be
      deemed an original, and which, when taken together, shall constitute one and
      the
      same instrument.  Delivery of an executed counterpart of a signature
      page to this Agreement by facsimile or email shall be effective as delivery
      of a
      manually executed counterpart of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           This
      Agreement and the rights and obligations of the parties hereto shall be governed
      by, and construed and interpreted in accordance with, the laws of the State
      of
      New York.

     

    (f)           Section
      headings in this Agreement are included for convenience of reference only and
      shall not constitute a part of this Agreement for any other
      purpose.

     

    (g)           This
      Agreement is a Loan Document.

     

    (h)           EACH
      OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR
      PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY OTHER LOAN
      DOCUMENT.

     

    


     

    [SIGNATURES
      ON FOLLOWING PAGE]

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties hereto have executed this Agreement as of the date first
      written above.

     

    
      
        	 	
                TEKNI-PLEX,
                  INC.,

              	 
	 	
                as
                  Borrower

              	 
	 	 	 
	 	 	 
	 	
                By:
                  /s/ James E. Condon

              	 
	 	
                Name:
                  James E. Condon

              	 
	 	
                Title:
                  Chief Financial Officer

              	 
	 	 	 
	 	 	 
	 	 	 
	 	
                CITICORP
                  USA, INC.,

              	 
	 	
                as
                  Administrative Agent and Lender

              	 
	 	 	 
	 	 	 
	 	
                By:
                  /s/ David Jaffe

              	 
	 	
                Name:
                  David Jaffe

              	 
	 	
                Title:
                  Director/Vice President

              	 
	 	 	 
	 	 	 
	 	
                GENERAL
                  ELECTRIC CAPITAL

              	 
	 	
                CORPORATION,
                  as Lender

              	 
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                  /s/ James DeSantis

              	 
	 	
                Name:
                  James DeSantis

              	 
	 	
                Title:
                  Duly Authorized Signatory

              	 
	 	 	 
	 	 	 
	 	
                WELLS
                  FARGO FOOTHILL, LLC.,

              	 
	 	
                as
                  Lender

              	 
	 	 	 
	 	 	 
	 	
                By:
                  /s/ Juan Barrera

              	 
	 	
                Name:
                  Juan Barrera

              	 
	 	
                Title:
                  Vice President

              	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Acknowledged
      and Consented to by:

    


    


    PURETEC
      CORPORATION

    NATVAR
      HOLDINGS, INC.

    TRI-SEAL
      HOLDINGS, INC.

    PLASTIC
      SPECIALTIES AND TECHNOLOGIES, INC.

    BURLINGTON
      RESINS, INC.

    PLASTIC
      SPECIALTIES AND TECHNOLOGIES INVESTMENTS, INC.

    DISTRIBUTORS
      RECYCLING, INC.

    TPI
      ACQUISITION SUBSIDIARY, INC.

    TP/ELM
      ACQUISITION SUBSIDIARY, INC.,

    as
      Guarantors

    


    


    


    


    By:  /s/
      James E.
      Condon                                                                                     

    Name:  James
      E. Condon

    Title:  Chief
      Financial Officer