Exhibit 10.1.1


                 FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT


     FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of September 26,
2001 (this "Amendment"), among TEKNI-PLEX, INC. (the "Borrower"), the
Guarantors party to the Credit Agreement referred to below, various lending
institutions party to the Credit Agreement (the "Lenders") and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.

                              W I T N E S S E T H

     WHEREAS, the Borrower, the Lenders and the Agent are parties to a Credit
Agreement, dated as of June 21, 2000 (as amended to the date hereof, the
"Credit Agreement");

     WHEREAS, the Borrower has requested that the Lenders amend and/or waive
certain provisions of the Credit Agreement, and the Lenders have agreed,
subject to the terms and conditions set forth herein, to amend the Credit
Agreement and waive certain provisions thereof as herein provided;

     NOW, THEREFORE, it is agreed:

     1. Section 1.01 of the Credit Agreement is hereby amended (which amendment
shall be deemed to have been in effect at all times prior to, as well as after,
giving effect to this Amendment) by inserting the following new proviso
immediately prior to the period at the end of the definition of "Consolidated
EBITDA" appearing therein:

         "; provided further that, for purposes of determining Consolidated
         EBITDA (other than any determination thereof made in respect of the
         Leverage Ratio, which shall be made according to the definition of
         Leverage Ratio, or the definition of Permitted Acquisition, which
         shall be made according to the definition of Permitted Acquisition)
         for any Test Period during which a Permitted Acquisition has been
         made, Consolidated EBITDA shall be increased for any Fiscal Quarter
         which began prior to such Permitted Acquisition and which is included
         in such Test Period by the amount of Consolidated EBITDA which the
         Borrower (with the consent of the Agent, such consent not to be
         unreasonably withheld or delayed) shall determine would have been
         attributable to the acquired assets for the Fiscal Quarter most
         recently ended on or prior to the date of such Permitted Acquisition,
         it being agreed that for the Fiscal Quarter in which the Permitted
         Acquisition has occurred, such increase shall be prorated to reflect
         only the days during such Fiscal Quarter prior to the consummation of
         such Permitted Acquisition".

     2. Section 5.13 of the Credit Agreement is hereby amended by replacing the


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table entries for March 2001 and June 2001 with the following new table
entries:

        Fiscal Quarter Ending Closest to                              Amount
        --------------------------------                              ------
        March 2001                                                $102,000,000
        June 2001                                                 $100,000,000

     3. Section 5.12 of the Credit Agreement is hereby amended by replacing the
table entry for March 2001 with the following new table entry:

        Fiscal Quarter Ending Closest to                          Ratio
        --------------------------------                          -----
        March 2001                                                6.60:1.00

     4. The Lenders hereby waive any Default or Event of Default which may
exist (i) solely as a result of the Borrower's failure to comply with the
requirements of Sections 5.12 and/or 5.13 of the Credit Agreement as such
Sections were in effect immediately prior to, but not after, giving effect to
this Amendment (it being understood that this waiver shall not constitute a
waiver of any such provision of the Credit Agreement as in effect after giving
effect to this Amendment) and (ii) solely as a result of any misrepresentation
which may have been made by the Borrower in connection with the delivery of any
Notice of Borrowing delivered pursuant to Section 2.03 or the making of any
Borrowing occurring prior to the date of this Amendment, in each case to the
extent such misrepresentation resulted solely from the existence of any Default
or Event of Default which may have existed pursuant to Sections 5.12 and/or
5.13, but which would not have existed had this Amendment been in effect at the
time such representation was made.

     5. In order to induce the Lenders to enter into this Amendment and grant
the waivers and amendments contemplated hereby, and in exchange for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower hereby (x) represents and warrants that no Default
or Event of Default exists on the Amendment Effective Date after giving effect
to this Amendment, (y) makes each of the representations, warranties and
agreements contained in the Credit Agreement and the other Credit Documents on
and as of the Amendment Effective Date, after giving effect to this Amendment
(it being understood that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects as of such date) and (z) agrees to pay to each qualifying
Lender, the consent fee described below in Section 8.

     6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement (or of any provision beyond the specific amendments and waivers
granted hereby) or any other Loan Document.

     7. This Amendment may be executed in any number of counterparts and by


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the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.

     8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     9. This Amendment shall become effective on the first date (the "Amendment
Effective Date") on which (i) each of the Borrower and the Required Lenders
shall have signed a copy hereof (whether the same or different copies) and
shall have delivered (including by way of facsimile) the same to the Agent at
its Notice Office and (ii) the Borrower shall have paid to each Lender which
executes and delivers a counterpart hereof (including by way of facsimile
transmission) to the Agent or its counsel prior to 5:00 P.M. (New York time) on
Friday, September 28, 2001, a consent fee equal to 0.05% of such Lender's
Revolving Loan Commitment plus outstanding Term Loans (in each case as in
effect immediately prior to giving effect to this Amendment).

     10. At all times on and after the Amendment Effective Date, all references
in the Credit Agreement and each of the Loan Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement after giving effect to
this Amendment.


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     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first written
above.


                                TEKNI-PLEX, INC.


                                By: /s/ James E. Condon
                                    -------------------------------------------
                                    Name:    James E. Condon
                                    Title:   CFO


                                MORGAN GUARANTY TRUST COMPANY OF
                                NEW YORK, Individually and as Agent


                                By: /s/ Tina Ruyte
                                    -------------------------------------------
                                    Name:    Tina Ruyte
                                    Title:   Vice President