Exhibit 10.1.2


                SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT


     SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of November 1,
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 5.13 of the Credit Agreement is hereby amended by replacing the
table entry for September 2001 with the following new table entry:

     Fiscal Quarter Ending Closest to                         Amount
     --------------------------------                         ------
     September 2001                                       $105,000,000

     2. 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 Section 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 Section 5.13, but which would not
have existed had this Amendment been in effect at the time such representation
was made.

     3. 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,


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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 7.

     4. 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.

     5. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original (including by way of facsimile
transmission), 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.

     6. 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.

     7. 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
November 9, 2001, a consent fee equal to 0.25% 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).

     8. 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/ Unn Boucher
                                    -------------------------------------------
                                    Name:    Unn Boucher
                                    Title:   Vice President